Cipher Mining Inc. 8-K

What Happened

• On February 4, 2026, Cipher Mining Inc. reported that its wholly‑owned indirect subsidiary, Black Pearl Compute LLC, priced an offering of $2.0 billion aggregate principal amount of 6.125% senior secured notes due 2031. The notes were priced at par (100% of face value). The offering is expected to close on February 11, 2026, subject to customary market and closing conditions. The notes will be sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons outside the United States under Regulation S.

Key Details

• Amount: $2.0 billion aggregate principal.
• Coupon and maturity: 6.125% interest, due 2031.
• Pricing/closing: Priced at par on Feb 4, 2026; expected close Feb 11, 2026 (subject to conditions).
• Placement: Sold only to QIBs (Rule 144A) and non‑U.S. persons (Regulation S).

Why It Matters

• This transaction, if completed, will add $2.0 billion of secured debt on a consolidated basis (through the subsidiary), creating a new fixed interest obligation (6.125%) until 2031. That can affect Cipher’s leverage, interest expense, and liquidity profile. The offering is not finalized until closing and is targeted to institutional and non‑U.S. investors; the filing also includes standard forward‑looking statement cautions and directs investors to Cipher’s prior SEC filings for additional risk factors.