CIFR on Nasdaq

Cipher Digital Inc.

Cipher Digital Inc. is a finance services company based in New York, listed on Nasdaq (CIFR).1

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Last updated Oct 20, 2026.

Overview

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  • TickerCIFR on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersNew York, New York1
  • Business address1 Vanderbilt Avenue, Floor 54, New York, Ny 100172
  • Filer categoryLarge accelerated filer2

We are dedicated to developing and operating industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. Over the past several years, we have intentionally evolved from a pure-play bitcoin miner into a vertically integrated data center development and operations platform focused on energy-intensive compute infrastructure. Our vertical integration spans critical stages of the data center value chain, including land and power origination and interconnection, site development, data center design and construction, oversight and ongoing facility operations.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-188.2%Operating margin5
-367.2%Net margin5
48.0%Revenue growth, 20255
-102.1%Return on equity5
3.37×Debt to equity5
-$695.9MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue36¢$81.2M
  • Other costs62¢$139.4M
  • Income tax1¢$3.3M

Out of $223.9M in revenue.5 The company lost money this year.

Financial statements

Revenue65$223.9M in 2025+7274% since 2022
0$100.0M$200.0M$300.0M2022: $3.0M$3.0M20222023: $126.8M$126.8M2023+4077%2024: $151.3M$151.3M2024+19%2025: $223.9M$223.9M2025+48%
Operating income765-$421.6M in 2025+274253% since 2020
-$600.0M-$400.0M-$200.0M02020: -$153.7K-$153.7K20202022: -$37.4M-$37.4M2022+24254%2023: -$20.1M-$20.1M2023−46%2024: -$43.7M-$43.7M2024+117%2025: -$421.6M-$421.6M2025+865%
Net income765-$822.2M in 2025+768130% since 2020
-$1.0B-$750.0M-$500.0M-$250.0M02020: -$107.0K-$107.0K20202022: -$39.1M-$39.1M2022+36388%2023: -$25.8M-$25.8M2023−34%2024: -$44.6M-$44.6M2024+73%2025: -$822.2M-$822.2M2025+1742%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue - bitcoin mining$223.9M$151.3M$126.8M
Cost of revenue-$81.2M-$62.4M-$50.3M
Compensation and benefits-$79.1M-$60.8M-$57.4M
General and administrative-$36.4M-$32.7M-$27.8M
Depreciation and amortization-$199.0M-$102.4M-$59.1M
Change in fair value of power purchase agreement-$28.9M-$7.9M$26.8M
Power sales$7.9M$5.4M$9.9M
Equity in losses of equity investees-$20.8M-$384.0K-$2.5M
Unrealized (losses) gains on fair value of bitcoin-$41.6M$11.3M$3.3M
Realized gains on sale of bitcoin$7.1M$51.5M$7.7M
Other operating (losses) gains-$173.5M$3.3M$2.4M
Total costs and operating expenses-$645.5M-$195.0M-$147.0M
Operating loss-$421.6M-$43.7M-$20.1M
Interest income$19.5M$3.4M$164.0K
Interest expense-$36.6M-$1.7M-$2.0M
Change in fair value of warrant liability$19.3M$250.0K-$243.0K
Other expense-$406.2M-$2.5M-$17.0K
Total other expense-$404.0M-$618.0K-$2.1M
Loss before taxes-$825.6M-$44.3M-$22.2M
Current income tax expense-$956.0K-$1.3M-$201.0K
Deferred income tax benefit (expense)$4.3M$937.0K-$3.4M
Total income tax benefit (expense)$3.3M-$318.0K-$3.6M
Net loss-$822.2M-$44.6M-$25.8M
Less: Net loss attributable to redeemable noncontrolling interest$0$0$0
Net loss available for common stockholders-$822.2M-$44.6M-$25.8M
Loss per share - basic (in dollars per share)-$2.15-$0.14-$0.10
Loss per share - diluted (in dollars per share)-$2.15-$0.14-$0.10
Weighted average shares outstanding - basic (in shares)381.6M shares323.1M shares252.4M shares
Weighted average shares outstanding - diluted (in shares)381.6M shares323.1M shares252.4M shares

Compare Cipher Digital Inc. with another company

Corporate structure

Cipher Digital Inc. sits at the top of its group. 17 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cipher Digital Inc.

  • Top Holdco B.v. Bitfury Filed SCHEDULE 13D/A on Cipher Digital Inc., latest Oct 7, 2026 (24 filings since Apr 12, 2022)
  • Morgan Stanley Filed SCHEDULE 13G on Cipher Digital Inc., latest Aug 13, 2026
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Cipher Digital Inc., latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Cipher Digital Inc., latest Mar 26, 2026 (6 filings since Nov 4, 2024)
  • SUSQUEHANNA SECURITIES, LLC Filed SCHEDULE 13G/A on Cipher Digital Inc., latest Feb 13, 2026 (2 filings since Nov 13, 2025)
  • JANE STREET GROUP, LLC Filed SCHEDULE 13G/A on Cipher Digital Inc., latest Feb 12, 2026 (2 filings since Oct 23, 2025)
  • BlackRock Filed SCHEDULE 13G on Cipher Digital Inc., latest Feb 4, 2025
  • PERISCOPE CAPITAL INC. Filed SC 13G/A on Cipher Digital Inc., latest Feb 14, 2022
  • Polar Asset Management Partners Inc. Filed SC 13G/A on Cipher Digital Inc., latest Feb 10, 2022
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on Cipher Digital Inc., latest Jan 27, 2022
  • Magnetar Financial LLC Filed SC 13G/A on Cipher Digital Inc., latest Jan 7, 2022
  • Cipher Digital Inc. New York, New York
    • Barber Lake East LLC Subsidiary · Delaware, United States
    • Bit56 LLC Subsidiary · Delaware, United States
    • Cipher Barber Lake LLC Subsidiary · Delaware, United States
    • Cipher Black Pearl LLC Subsidiary · Delaware, United States
    • Cipher Compute LLC Subsidiary · Delaware, United States
    • Cipher Mining (Canada) Inc. Subsidiary · Canada
    • Cipher Mining Infrastructure LLC Subsidiary · Delaware, United States
    • Cipher Mining Technologies Inc. Subsidiary · Delaware, United States
    • Cipher Operations and Maintenance LLC Subsidiary · Delaware, United States
    • Cipher Reveille LLC Subsidiary · Delaware, United States
    • Cipher Songbird LLC Subsidiary · Delaware, United States
    • Cipher Stingray LLC Subsidiary · Delaware, United States
    • Cipher Technology Inc. Subsidiary · Delaware, United States
    • Colchis LLC Subsidiary · Delaware, United States
    • Milsing BESS LLC Subsidiary · Texas, United States
    • Odessa Mining LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cipher Digital Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$5.1M5 Dec 31, 2025$8.1M5 Dec 31, 2024−37.5%
Operating-lease assets (leased space)$11.3M5 Dec 31, 2025$12.6M5 Dec 31, 2024−9.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$628.3M5 Dec 31, 2025$5.6M5 Dec 31, 2024+11149.1%
Stakes in other companies (equity method)$29.4M5 Dec 31, 2025$53.9M5 Dec 31, 2024−45.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$77.4M5 Dec 31, 2025$8.9M5 Dec 31, 2024+771.4%
Finite-lived intangibles, gross$79.0M5 Dec 31, 2025$9.7M5 Dec 31, 2024+718.2%
Accumulated amortization$1.6M5 Dec 31, 2025$772.0K5 Dec 31, 2024+106.6%
Finite-lived intangibles, net$77.4M5 Dec 31, 2025$8.9M5 Dec 31, 2024+771.4%

Properties, in its own words

As of December 31, 2025, we lease office space in New York, New York, Charleston, South Carolina, and Denver, Colorado.

We lease land for data center facilities in West Texas, and own land options in Texas and Ohio for additional sites. See Item 1. Business for further descriptions of our facilities and sites.

The rest of Item 2

Management believes its facilities are adequate for the Company’s near-term needs and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 2 of the 10-K filed Feb 24, 2026.4

Leadership

Who has led Cipher Digital Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Barber Lake East LLC Delaware3
  • Bit56 LLC Delaware3
  • Cipher Barber Lake LLC Delaware3
  • Cipher Black Pearl LLC Delaware3
  • Cipher Compute LLC Delaware3
  • Cipher Mining (Canada) Inc. Canada3
  • Cipher Mining Infrastructure LLC Delaware3
  • Cipher Mining Technologies Inc. Delaware3
  • Cipher Operations and Maintenance LLC Delaware3
  • Cipher Reveille LLC Delaware3
  • Cipher Songbird LLC Delaware3
  • Cipher Stingray LLC Delaware3
  • Cipher Technology Inc. Delaware3
  • Colchis LLC Delaware3
  • Milsing BESS LLC Texas3
  • Odessa Mining LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Cipher Mining Inc.Apr 16, 2021 to Feb 23, 20262
  • GOOD WORKS ACQUISITION CORP.Aug 25, 2020 to Aug 25, 20212

Timeline

  1. Oct 14, 20268-K Other events32
  2. Oct 13, 20268-K Regulation FD disclosure; Other events33
  3. Sep 25, 20268-K Regulation FD disclosure; Other events34
  4. Aug 4, 20268-K Results of operations; Regulation FD disclosure35
  5. Jun 15, 20268-K Entered a material agreement; New debt or obligation36
  6. Jun 9, 20268-K Other events37
  7. Jun 8, 20268-K Regulation FD disclosure; Other events38
  8. Jun 8, 20268-K Shareholder vote39
  9. May 5, 20268-K Results of operations; Regulation FD disclosure40
  10. Mar 25, 20268-K Entered a material agreement; New debt or obligation41
  11. Feb 24, 20268-K Results of operations; Bylaws or fiscal year changed; Regulation FD disclosure42
  12. Feb 11, 20268-K Entered a material agreement; New debt or obligation43
  13. Oct 26, 2021New chief executive Tyler Page becomes CEO13
  14. Oct 29, 2020New chief executive John J. Lendrum Iii. becomes CEO19
  15. Oct 29, 2020New chief executive Douglas Clark Wurth becomes CEO18
  16. Oct 21, 2020New chief executive Paul Fratamico becomes CEO17
  17. Oct 19, 2020New chief executive Tahira Rehmatullah becomes CEO16
  18. Oct 19, 2020New chief executive Fred S. Zeidman becomes CEO15
  19. Oct 19, 2020New chief executive David I. Pauker becomes CEO14

Calendar

Coming up

  1. Nov 2, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.01) a share, on Nov 3, 2025.44

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results35
  2. May 5, 2026Reported quarterly or annual results40
  3. Feb 24, 2026Reported quarterly or annual results42
  4. Nov 3, 2025Reported quarterly or annual results45
  5. Aug 7, 2025Reported quarterly or annual results46
  6. May 6, 2025Reported quarterly or annual results47
  7. Feb 25, 2025Reported quarterly or annual results48
  8. Oct 31, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

520 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 73 major events, 264 insider forms, 41 large holders, 119 other. The latest 20:

  1. Oct 15, 20264 EDGAR
  2. Oct 14, 20268-K EDGAR
  3. Oct 13, 20268-K EDGAR
  4. Oct 8, 20264/A EDGAR
  5. Oct 8, 20264/A EDGAR
  6. Oct 8, 20264/A EDGAR
  7. Oct 8, 20264/A EDGAR
  8. Oct 7, 2026SCHEDULE 13D/A EDGAR
  9. Oct 7, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  10. Oct 2, 20264 EDGAR
  11. Oct 2, 20264 EDGAR
  12. Oct 2, 20264 EDGAR
  13. Oct 2, 20264 EDGAR
  14. Sep 30, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  15. Sep 25, 20268-K EDGAR
  16. Aug 13, 2026SCHEDULE 13G EDGAR
  17. Aug 4, 202610-Q EDGAR
  18. Aug 4, 20268-K EDGAR
  19. Jul 10, 20264 EDGAR
  20. Jul 9, 2026144 EDGAR

The 520 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

125 open-market trades by officers, directors and large owners since October 2021: 1 buys and 124 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 9, 2026Page TylerChief Executive OfficerSale112,500$22.68$2.6MForm 4
Jul 8, 2026Page TylerChief Executive OfficerSale112,500$21.19$2.4MForm 4
Jun 18, 2026GROSSMAN CARY MDirectorSale15,000$29.43$441.4KForm 4
Jun 16, 2026Newsome James EDirectorSale3,758$26.60$100.0KForm 4
Jun 4, 2026Bitfury Group Ltd10% ownerSale1,200,000$25.49$30.6MForm 4
Jun 3, 2026Vavilovs Valerijs10% ownerSale1,800,000$26.62$47.9MForm 4
May 21, 2026Williams Wesley HastieDirectorSale14,567$21.41$311.9KForm 4
May 12, 2026Kelly Patrick ArthurCo-President and COOSale48,000$19.36$929.3KForm 4
May 11, 2026Newsome James EDirectorSale3,342$20.96$70.0KForm 4
May 6, 2026Williams Wesley HastieDirectorSale28,169$22.26$627.0KForm 4
May 6, 2026GROSSMAN CARY MDirectorSale20,000$21.82$436.4KForm 4
Mar 25, 2026Page TylerChief Executive OfficerSale37,500$16.11$604.1KForm 4
Mar 23, 2026GROSSMAN CARY MDirectorSale30,000$14.54$436.2KForm 4
Mar 16, 2026Kelly Patrick ArthurCo-President and COOSale35,568$14.98$532.8KForm 4
Mar 4, 2026Newsome James EDirectorSale45,161$15.74$710.8KForm 4
Feb 17, 2026Kelly Patrick ArthurCo-President and COOSale35,568$15.52$552.0KForm 4
Jan 15, 2026Kelly Patrick ArthurCo-President and COOSale35,568$17.76$631.7KForm 4
Dec 19, 2025Williams Wesley HastieDirectorSale49,867$16.08$801.9KForm 4
Dec 19, 2025Newsome James EDirectorSale21,821$16.03$349.8KForm 4
Dec 15, 2025Kelly Patrick ArthurCo-President and COOSale35,569$15.08$536.4KForm 4

All 125 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Edward Farrell$415.6K$25.2M61
2025Rodney Tyler Page$825.0K$15.0M61
2025Gregory Mumford$108.0K$7.5M61
2025Patrick Kelly$525.0K$5.1M61
2025William Iwaschuk$525.0K$5.1M61
2024Chief Executive Officer$825.0K$17.3M61
2024Co-President and Chief Operating Officer$525.0K$5.8M61
2024Co-PresidentChief Legal Officer and Corporate Secretary$525.0K$5.8M61
2024Former Chief Financial Officer$525.0K$4.8M61
2023Chief Executive Officer$562.5K$5.7M61
2023Co-PresidentChief Legal Officer and Corporate Secretary$362.5K$2.9M61
2023Co-President and Chief Operating Officer$362.5K$2.9M61
2023Former Chief Financial Officer$362.5K$2.9M61

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
V3 Holding Ltd58,316,694$1.4B100.0%−3,000,000
BlackRock, Inc.30,414,668$745.2M0.0%+1,951,810
Vanguard Portfolio Management LLC24,124,026$591.0M0.0%+1,813,729
Vanguard Capital Management LLC16,494,048$404.1M0.0%+346,265
Jane Street Group, LLC15,434,258$378.1M0.2%+4,005,644
D. E. Shaw & Co., Inc.14,507,309$355.4M0.2%−1,881,226
Morgan Stanley11,929,222$292.3M0.0%+8,346,412
Value Aligned Research Advisors, LLC11,125,393$272.6M1.6%+123,787
Geode Capital Management, LLC8,823,904$253.6M0.0%+414,629
State Street Corp8,565,797$209.9M0.0%+308,002
UBS Group AG7,058,847$172.9M0.0%+1,667,558
Capital International Investors5,931,216$145.3M0.0%New
Healthcare Of Ontario Pension Plan Trust Fund5,528,800$135.5M0.2%New
Two Sigma Investments, LP4,775,520$117.0M0.1%+1,768,258
Avala Global LP4,413,315$108.1M4.0%New
Capital Research Global Investors4,345,021$106.5M0.0%+9,255
Dimensional Fund Advisors LP4,280,447$104.9M0.0%−70,913
Wellington Management Group Llp3,985,806$97.7M0.0%+3,388,359
Atreides Management, LP3,586,409$87.9M0.8%New
Driehaus Capital Management LLC3,548,322$86.9M0.5%New
Tidal Investments LLC3,524,463$86.3M0.2%−371,347
Alpine Fox Capital LLC3,372,000$82.6M47.8%−390,000
Invesco Ltd.3,180,322$77.9M0.0%−85,627
Charles Schwab Investment Management Inc3,011,677$73.8M0.0%+137,468
Northern Trust Corp2,989,253$73.2M0.0%+315,496

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cipher Digital Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCipher Digital Inc.1
  • CIK0001819989
  • Employer ID (EIN)85-16145294
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address1 Vanderbilt Avenue, Floor 54, New York, NY 100171
  • Phone332-262-23001
  • Shares outstanding415,030,722 as of Aug 3, 20269
  • Public float$1.8B as of Jun 30, 20254
  • AuditorCBIZ CPAs P.C., San Francisco, CA PCAOB ID 199; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceAug 25, 20201
  • Filings624 in all: 4 (258), 8-K (88), 144 (48), 3 (21), 10-Q (18), 424B3 (15), CORRESP (14), SCHEDULE 13D/A (14)1
    All 45 form types

    UPLOAD (11), 424B5 (10), 425 (10), SC 13D/A (10), SC 13G (9), SC 13G/A (8), SCHEDULE 13G (8), 4/A (7), EFFECT (7), 10-K (6), DEF 14A (6), DEFA14A (6), SCHEDULE 13G/A (6), S-8 (4), 10-K/A (3), 10-Q/A (3), 8-K/A (3), S-1 (3), S-4/A (3), 25-NSE (2), FWP (2), PRE 14A (2), S-1/A (2), S-3 (2), S-3ASR (2), SEC STAFF LETTER (2), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEL AM (1), DRS (1), DRSLTR (1), POS AM (1), POS EX (1), S-4 (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareCIFRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Cipher Digital Inc. names in Item 1A of its 10-K filed Feb 24, 2026: 64 risks under these headings, as written.4

  • Our business involves significant risks, some of which are described below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock could decline and you could lose part or all of your investment.
  • Unless the context otherwise requires, references in this Annual Report to the “Company,” “Cipher,” “Cipher Digital,” “we,” “us” or “our” refers to Cipher Digital Inc. and its consolidated subsidiaries, unless otherwise indicated.
  • Risks Related to Our Business, Industry and Operations
  • If we are unable to complete the construction of our HPC data centers in a timely manner or within our anticipated cost estimates, it could have a material adverse effect on our business, results of operations, liquidity and our ability to make payments on our outstanding indebtedness.
  • Our business is exposed to construction risks.
  • Our tenants’ guarantees and other backstop arrangements under our HPC leases will only be effective after rent commencement under such leases and are subject to certain limitations, like event of default triggers or caps.
  • Our HPC business strategy may not perform as planned.
  • Our business depends upon the demand for data centers.
  • Constructing data centers for HPC hosting requires significant capital expenditures, and we may be unable to secure capital or financing for our construction efforts to develop data centers for HPC hosting.
  • Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions.
  • We may be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.
  • Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions.
The other 53 risks
  • We depend on tenants for our HPC data centers.
  • Our business has significant tenant concentration.
  • Our contracts with HPC data center tenants could subject us to significant liability.
  • Our business has grown rapidly and we have an evolving business model and strategy, which includes our diversification into constructing and operating data centers for HPC companies.
  • The further development of AI technology, which represents a new and rapidly changing industry, is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development of AI technology may adversely affect the demand for HPC-focused data center development and thus, adversely affect an investment in us.
  • Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could have material adverse effect on our business, financial condition and results of operations.
  • Operating HPC data centers is energy-intensive, which may have a negative environmental impact. Changing environmental regulation and public energy policy may expose our business to new risks.
  • We have concentrated our operations and, thus, are particularly exposed to the performance of our data centers located in Texas and changes in the regulatory environment, market conditions and natural disasters in Texas.
  • We depend on third parties, including transmission and distribution utilities, grid operators, electric utility providers and manufacturers of certain critical and specialized equipment, and rely on components and raw materials that may be subject to price fluctuations or shortages.
  • We may be affected by price fluctuations in the wholesale and retail power markets.
  • We are vulnerable to severe weather conditions and natural disasters, including severe heat, winter weather events, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents or mechanical failures, which could severely disrupt the normal operation of our business and adversely affect our results of operations.
  • Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation.
  • If we or our third-party providers fail to protect our information technology systems, digital assets or confidential information, or experience cybersecurity incidents, our business, operating results, financial condition and reputation could be materially harmed.
  • The price of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity.
  • There is a potential that, in the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.
  • Our success and future growth, to a significant degree, depends on the skills and services of our management team. The loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business.
  • We may experience difficulties in effectively managing our growth and expanding our operations.
  • If we fail to maintain and enhance our brand and reputation, our business, operating results and financial condition may be adversely affected.
  • Failure to keep up with evolving trends and shareholder expectations relating to ESG businesses or reporting could adversely impact our reputation, share price and access to and cost of capital.
  • Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.
  • If we are unable to protect the confidentiality of our trade secrets or other intellectual property rights, our business and competitive position could be harmed.
  • Third parties may claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights, which may prevent or inhibit our operations and cause us to suffer significant litigation expense even if these claims have no merit.
  • We operate in a highly competitive, rapidly evolving industry and if we are unable to respond to our competitors effectively, it could have a material adverse effect on our business, results of operations, and financial condition.
  • Our limited insurance protection exposes us and our shareholders to the risk of loss of our bitcoin for which no person is liable.
  • Our business and operating results historically have been highly dependent on bitcoin and the Bitcoin ecosystem, which are volatile and subject to risks beyond our control.
  • Risks Related to HPC
  • Any potential use of emerging technologies like artificial intelligence could lead to unintended consequences and result in reputational harm and litigation.
  • Our increased focus on developing data centers for HPC hosting may not become profitable in the future and may result in adverse consequences to our business, results of operations and financial condition.
  • Regulatory developments surrounding AI may negatively impact our HPC data center operations.
  • It may take significant time and expenditure to develop an HPC hosting business through continued development at our existing and planned sites, and our efforts may not be successful.
  • Expansion of our business strategy into the HPC data center market could increase competitive, operational, legal and regulatory risks to our business in ways we cannot predict.
  • We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.
  • Risks Related to Regulatory Framework
  • We may face electricity market risks relating to changes in laws, regulations and requirements of market operators, network operators and/or regulatory bodies, including with respect to interconnection of facilities of large electrical loads to the ERCOT grid (for example, via a process that may batch multiple large load interconnection requests), grid stability, voltage ride-through, frequency ride-through and curtailment obligations.
  • We are subject to environmental, health and safety laws and regulations, including applicable zoning, building-code and energy-efficiency standards and worker health and safety laws and regulations, and these laws and regulations and any changes to them may materially adversely affect our brand, reputation, business, results of operations and financial position.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
  • Our ability to use certain tax attributes may be or become subject to limitation.
  • Risks Related to Our Indebtedness
  • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.
  • We may not be able to generate sufficient cash to service all of our indebtedness and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.
  • Our debt agreements contain restrictions that will limit flexibility in operating our business.
  • We may need to raise additional capital, which may not be available on terms acceptable to us, or at all.
  • We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change or on a specified optional repurchase date or to pay any cash amounts due upon maturity or conversion of the Convertible Notes, and our other indebtedness may limit our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion.
  • Provisions in the Convertible Notes indentures could delay or prevent an otherwise beneficial takeover of us.
  • The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
  • The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.
  • Risks Related to our Common Stock and Warrants
  • The price of our common stock has been and may continue to be volatile.
  • Future sales, or the perception of future sales, by our stockholders in the public market could cause the market price for our common stock to decline.
  • Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell our common stock for a price greater than that which you paid for it.
  • We may issue additional shares of our common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock.
  • Anti-takeover provisions in our Certificate of Incorporation and under Delaware law could make an acquisition of Cipher, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
  • Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We may be subject to securities litigation, which is expensive and could divert management attention.
  • The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders and could depress the trading price of our common stock.
  • The capped call transactions may affect the value of the 2031 Convertible Notes and the market price of our common stock.
  • We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as planned.

Legal proceedings

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain.

The opening of Item 3, Legal Proceedings.4

Sources

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