UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2024, 2025

CIPHER MINING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39625

85-1614529

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Vanderbilt Avenue

Floor 54

New York, New York, 10017

(Address of principal executive offices) (Zip Code)

(332) 262-2300 (Registrant’s telephone number, including area code)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box below if the Form 8-K filing is intended ~~area~~to ~~code~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~☐ Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~☐ isPre-commencement ~~intended~~ communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~☐ ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, par value $0.001 per share		CIFR	The Nasdaq Stock Market LLC
Common stock, $0.001 par value per share	CIFR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	CIFRW	~~CIFRW~~The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 1.01. Entry into a Material Definitive Agreement.

OnAdditional ~~November~~Senior ~~20,~~Secured ~~2025,~~Notes Cipher Barber Lake LLC (“Cipher Barber Lake”), a wholly owned indirect subsidiary of Cipher Mining Inc. (the “Company”), entered into an Amended and Restated Recognition Agreement (the “A&R Recognition Agreement”), which amends the previously announced Recognition Agreement (the “Original Recognition Agreement”), dated as of September 24, 2025, among Cipher Baker Lake, Fluidstack USA II Inc. (“Fluidstack”) and Google LLC (“Google”).Offering

The A&R Recognition Agreement was entered into in connection with an amendment and restatement to the previously announced Datacenter Lease (the “Original Fluidstack Lease” and, as amended and restated, the “A&R Fluidstack Lease”) by and between Cipher Barber Lake and Fluidstack USA II Inc. (“Fluidstack”), dated as of September 24, 2025, which provides for the development of a data center facility on, and lease to Fluidstack of, Cipher Barber Lake’s facility located in Colorado City, Texas (the “Barber Lake Facility”) on the terms and subject to the conditions contained therein. Under the Original Fluidstack Lease, Fluidstack was entitled to 168 megawatts (MW) of critical IT load for high-performance computing data center operations. The A&R Fluidstack Lease entitles Fluidstack to an additional 39 MW of critical IT load in a second phase of development (“Phase II”). The Company continues to expect to complete phase I of the development and construction of the Barber Lake Facility (“Phase I”) and to deliver Phase I to Fluidstack by September 2026. Phase II of the development is expected to be completed and delivered to Fluidstack by January 2027. Fluidstack’s obligations to pay rent under the A&R Fluidstack Lease begin on the commencement date of operations for the applicable phase, and will continue for a 10-year term from commencement date of operations for Phase I.General

~~Under~~On November 24, 2025, Cipher Compute LLC (“Cipher Compute” or the ~~terms~~“Issuer”), a wholly-owned indirect subsidiary of Cipher Mining Inc. (“Cipher” or the ~~A&R~~“Company”), ~~Recognition~~completed ~~Agreement~~its previously announced private offering of $333,000,000 aggregate principal amount of additional 7.125% Senior Secured Notes due 2030 (the “New Notes”). The New Notes were sold under a purchase agreement, dated as of November 20, 2025, by and among Cipher Compute, Cipher Barber Lake LLC (the “Subsidiary Guarantor”), ~~Fluidstack~~a wholly-owned subsidiary of Cipher Compute, and ~~Google~~Morgan ~~have~~Stanley ~~agreed~~& Co. LLC, as the sole initial purchaser, for resale to ~~make~~persons ~~adjustments~~reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the ~~rights~~Securities Act of 1933, as amended (the “Securities Act”), and ~~obligations~~to non-U.S. persons outside of the ~~parties~~United asStates ~~compared~~pursuant to Regulation S under the ~~Original~~Securities ~~Recognition~~Act ~~Agreement~~(the in“Offering”). ~~light~~The New Notes are part of the ~~A&R~~same ~~Fluidstack~~series ~~Lease~~as ~~including~~the ~~increasing~~$1,400,000,000 aggregate principal amount of 7.125% senior secured notes due 2030 (the ~~termination~~“Initial ~~fee~~Notes” ~~payable~~and bytogether ~~Google~~with the New Notes, the ~~under~~“Notes”) ~~certain~~issued ~~circumstances~~by ~~after~~the Issuer pursuant to the ~~completion~~indenture, ~~and~~dated ~~delivery~~as of ~~Phase~~November I.13, ~~The~~2025 ~~terms~~(the of“Existing Indenture”), by and among the ~~A&R~~Issuer, ~~Recognition~~Cipher ~~Agreement~~Songbird ~~are~~LLC ~~otherwise~~(“Cipher Songbird”), the Subsidiary Guarantor and ~~substantially~~Wilmington ~~consistent~~Trust, ~~with~~National ~~the~~Association, as trustee and collateral agent (“Trustee”). The New Notes have identical terms and ofconditions (other than the ~~Original~~original ~~Recognition~~issue ~~Agreement~~date and issue price) as the Initial Notes.

~~Additionally,~~Cipher onCompute ~~November~~intends 20, 2025, the Company amended and restated the previously announced Warrant Agreement (the “Original Warrant Agreement”) with Google (as amended and restated, the “A&R Warrant Agreement). Pursuant to ~~the~~use ~~Original Warrant Agreement,~~ the ~~Company issued to Google warrants~~net toproceeds ~~purchase~~from ~~24,178,576 shares (~~the ~~“Warrant~~Offering ~~Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), for an exercise price of $0.01 per share of Common Stock. If, on the business day prior~~ to ~~the~~finance ~~beginning~~a ofportion ~~the exercise period under the Original Warrant Agreement, the value~~ of the ~~Warrant~~construction ~~Shares~~costs ~~did~~associated ~~not~~with ~~equal or exceed $430 million (the “Top-Up Threshold”), the Company was obligated to issue~~ additional ~~Warrant~~facilities ~~Shares~~within ~~and/or make a cash payment equal in the aggregate to such shortfall amount~~its onBarber ~~the~~Lake ~~terms set forth in the Original Warrant Agreement. Under the A&R Warrant Agreement~~Facility, ~~the~~a ~~Top~~high-Upperformance ~~Threshold~~computing ~~was~~data ~~adjusted~~center ~~from $430~~near ~~million~~Colorado toCity, ~~$435 million~~Texas.

The ~~descriptions~~New ofNotes ~~the~~were ~~A&R~~issued ~~Recognition~~at ~~Agreement~~a price equal to ~~and~~100.250% ~~the~~of ~~A&R~~their ~~Warrant~~principal ~~Agreement~~amount, ~~are~~plus ~~qualified~~pre-issuance inaccrued ~~their~~interest ~~entirety~~from byand ~~reference~~including November 13, 2025, pursuant to a supplemental indenture to the ~~full~~Existing ~~and~~Indenture, ~~complete~~dated ~~terms~~as of November 24, 2025 (the ~~A&R~~“Supplemental ~~Recognition Agreement~~Indenture” and together with the ~~A&R~~Existing ~~Warrant~~Indenture, ~~Agreement~~the “Indenture”), ~~copies~~by ofand ~~which~~among ~~are~~the ~~filed~~Issuer, asthe ~~Exhibit~~Subsidiary ~~10.1~~Guarantor, Cipher Songbird and ~~Exhibit~~the 4Trustee.1 toThe ~~this~~Supplemental ~~Report~~Indenture also amends certain provisions of the Existing Indenture in connection with the issuance of the New Notes, ~~respectively~~including debt service reserve requirements and the amount of scheduled amortization payments.

OnMaturity ~~November 20, 2025, Cipher Baker Lake also amended~~ and ~~restated~~Interest ~~an additional existing recognition agreement with certain providers to make adjustments to the rights and obligations of the parties therein in light of the A&R Fluidstack Lease.~~Payments

~~Item~~The Notes are senior secured obligations of Cipher Compute and bear interest at a rate of 7.01125% per year payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. ~~Regulation~~The FDNotes will mature on November 15, 2030, unless earlier redeemed or repurchased in accordance with their terms.

OnAmortization ~~November 20, 2025, the Company issued a press release announcing the A&R Recognition Agreement, the A&R Warrant Agreement and the A&R Fluidstack Lease. A copy~~ of ~~the press release is furnished hereto as Exhibit 99.1. Additionally, attached as Exhibit 99.2 to this Current Report is certain illustrative financial information concerning the Barber Lake Facility.~~Principal

The ~~information~~principal ~~contained~~amount inof ~~Item~~the ~~7.01~~Notes ofwill ~~this~~amortize ~~Report~~on ~~(as~~a ~~well~~semi-annual asbasis inon ~~Exhibits~~May ~~99.1~~15 and ~~99.2~~November ~~attached~~15 ~~hereto) is furnished and shall not be deemed to be “filed” for purposes~~ of ~~Section~~each 18year ofin ~~the~~amounts ~~Securities~~based ~~and~~on ~~Exchange~~schedules ~~Act~~in ~~of 1934, as amended (~~the ~~“Exchange~~Indenture. ~~Act”),~~No oramortization ~~otherwise~~will ~~subject~~be payable prior to the ~~liabilities~~completion of ~~that~~the ~~section,~~Barber ~~and~~Lake ~~such~~Facility. ~~information~~Required amortization shall ~~not~~ be ~~deemed~~subject to beadjustment ~~incorporated~~in bycase ~~reference into any~~ of ~~the~~partial ~~Company’s~~redemption ~~filings under the Securities Act of 1933, as amended (the “Securities Act”),~~ or ~~the Exchange Act~~repurchase.

~~Item 8.01. Other Events~~Redemption

On or after November 2015, ~~2025~~2027, the ~~Company~~Issuer ~~issued~~may aredeem ~~press release to announce that Cipher Compute LLC (~~the ~~“Issuer”),~~Notes aat ~~wholly-owned~~its ~~indirect subsidiary of Company~~option, ~~intends to offer up to $333,000,000 aggregate principal amount of 7.125% senior secured notes due 2030 of the Issuer (the “Notes”)~~ in awhole ~~private~~at ~~offering~~any totime ~~persons~~or ~~reasonably believed to be qualified institutional buyers~~ in ~~reliance on Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act (the “Offering”). The Notes will be~~ part offrom ~~the~~time ~~same series as the $1,400,000,000 aggregate principal amount of 7.125% senior secured notes due 2030 (the “Initial Notes”) issued by the Issuer pursuant~~ to ~~the indenture~~time, ~~dated~~at ~~as of November 13, 2025, by and among~~ the ~~Issuer,~~redemption ~~Cipher~~prices ~~Songbird~~set ~~LLC~~forth ~~(“Cipher~~in ~~Songbird”), Cipher Barber Lake and Wilmington Trust, National Association, as trustee and collateral agent. The Notes will have identical terms and conditions (other than~~ the ~~original issue date and issue price) as the Initial Notes~~Indenture. ~~Cipher Compute intends to use the net proceeds from the sale of the Notes to finance a portion of the construction cost of phase II.~~

~~The~~Prior ~~Notes~~to ~~will~~November be15, ~~fully~~2027, ~~and~~the ~~unconditionally~~Issuer ~~guaranteed~~may redeem bythe ~~Cipher~~Notes ~~Barber~~at ~~Lake~~its ~~and~~option, ~~will~~in bewhole ~~secured~~at byany ~~first-priority~~time ~~liens~~or onin ~~(i)~~part ~~substantially~~from ~~all~~time ~~assets~~to oftime, ~~the~~at ~~Issuer~~a ~~and~~redemption ~~Cipher~~price ~~Barber~~equal ~~Lake, other~~to ~~than~~100% ~~certain~~of ~~excluded~~the ~~property,~~principal ~~(ii)~~amount of ~~all~~the ~~equity~~Notes ~~interests~~redeemed, ofplus ~~the~~a ~~Issuer~~“make-whole” ~~held~~premium byand ~~Cipher~~accrued ~~Songbird,~~and ~~(iii)~~unpaid interest, if ~~and~~any. ~~when~~In ~~established by Fluidstack~~addition, aprior ~~designated~~to ~~lockbox~~November 15, ~~account~~2027, ofthe ~~Fluidstack,~~Issuer ~~and~~may ~~(iv)~~redeem ~~prior~~up to 40% of the ~~completion~~aggregate principal amount of the ~~initial~~Notes ~~construction~~in ~~phase~~an ofamount not to exceed the ~~Barber~~amount of the ~~Lake~~proceeds ~~Facility~~of certain equity offerings, aat ~~pledge~~the byredemption ~~Google~~price ofset forth in the ~~warrants~~Indenture, toplus ~~purchase~~accrued ~~the~~and ~~Warrant~~unpaid ~~Shares~~interest.

ACertain copy of the press release announcing the Offering is filed hereto as Exhibit 99.3 The information included in this Current Report is neither an offer to sell nor a solicitation of an offer to buy any securities.Covenants

The Indenture limits the ability of the Issuer and the Sudsidiary Guarantor to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens; (v) consummate certain asset sales; (vi) enter into sale and leaseback transactions; (vii) hold assets or conduct operations unrelated to the operation of the Barber Lake Facility; (viii) engage in certain transactions with its affiliates; and (ix) merge, consolidate or transfer or sell all or substantially all of its assets.

These covenants are subject to a number of important qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, Cipher Compute must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. In addition, on or prior to May 15 and November 15 of each year, the Issuer may be required to make an offer to all holders of Notes to purchase Notes in an aggregate principal amount equal to 50% of Excess Cash Flows (as such term is defined in the Indenture) at a price in cash equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The Indenture also provides for customary events of default.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form of note included therein), copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3 hereto and are hereby incorporated herein by reference.

Completion Guarantee

Pursuant to an amended and restated completion guarantee dated as of November 20, 2024 (the “A&R Completion Guarantee”), which amends that certain guarantee entered into in connection with the issuance of the Initial Notes, Cipher has agreed to fund the Issuer as necessary to ensure the timely completion of the Barber Lake Facility (including the additional facilities) in the event that the proceeds of the Notes and other available funds are insufficient to do so.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements.

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements regarding the anticipated use of any proceeds from the offering, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 7, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 3, 2025, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		~~Amended~~Supplemental ~~and~~Indenture, ~~Restated~~dated ~~Warrant~~as ~~Agreement,~~of byNovember ~~and~~24, 2025, among Cipher ~~Mining~~Compute ~~Inc.~~LLC, ~~and~~Cipher ~~Google~~Barber Lake LLC, ~~dated~~Cipher ~~November~~Songbird 20LLC, ~~2025~~and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes.
10.1*		Amended and Restated Recognition Agreement, by and among Cipher Barber Lake LLC, Fluidstack USA II Inc. and Google LLC, dated November 20, 2025.
4.2		Indenture, dated as of November 13, 2025, among Cipher Compute LLC, Cipher Barber Lake LLC, Cipher Songbird LLC, and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes
99.1		Press release issued by Cipher Mining Inc., dated November 20, 2025.
4.3		Form of Note representing the 7.125% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.2)
99.2		Illustrative Financial Information of the Barber Lake Facility.
99.3		Press release issued by Cipher Mining Inc., dated November 20, 2025, relating to the Offering of the Notes.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request.

Forward Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements about the Company’s beliefs and expectations regarding its planned business model and strategy, the proposed offering of the Notes, its bitcoin mining and HPC data center development, timing and likelihood of success, capacity, functionality and operation of data centers, expectations regarding the operations of data centers, such as projected hashrate, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 3, 2025, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: November 20, 2025

Date: November 24, 2025	CIPHER MINING INC.

	By:	/s/ Tyler Page
	Name:	Tyler Page
	Title:	Chief Executive Officer

CIPHER MINING INC. By: /s/ Will Iwaschuk Name: Will Iwaschuk Title: Co-President & Chief Legal Officer

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