Cipher Mining Inc. 8-K

What Happened

• On February 11, 2026, Cipher Mining’s wholly‑owned indirect subsidiary Black Pearl Compute LLC completed a private offering of $2.0 billion aggregate principal of 6.125% Senior Secured Notes due 2031. The notes were sold under a purchase agreement dated February 4, 2026 (Rule 144A / Regulation S). An indenture dated February 11, 2026 was entered with Wilmington Trust, N.A. as trustee.

Key Details

• Offering size and terms: $2.0 billion issued at 100% of principal; interest 6.125% annually, paid semiannually on Feb. 15 and Aug. 15 (first interest payment Aug. 15, 2026); maturity Feb. 15, 2031.
• Use of proceeds: to complete the Black Pearl high‑performance computing data center in Wink, Texas; reimburse Cipher approximately $232.5 million of prior equity contributions; fund debt service reserves; and pay related fees and expenses.
• Principal amortization & redemption: semi‑annual amortization initially equal to 7.00% per annum of the original principal (with adjustments); no amortization until all construction phases are complete; issuer may redeem under the indenture beginning Feb. 15, 2028 (with limited redemptions earlier under specified conditions).
• Covenants & guarantee: indenture contains customary covenants limiting additional indebtedness, dividends/repayments, liens, asset sales, related‑party transactions and certain other actions; Cipher provides a completion guarantee to fund the issuer as needed to finish the Black Pearl Facility. A change‑of‑control repurchase at 101% is included.

Why It Matters

• The transaction secures dedicated financing to finish Cipher’s Black Pearl facility and reimburses prior investments, reducing near‑term equity funding needs. However, it adds $2.0 billion of secured debt at the project/issuer level and creates potential contingent obligations for Cipher under the completion guarantee. Investors should note the interest cost, amortization profile (deferred until construction completion), the subsidiary‑level security and guarantees, and covenant restrictions that could affect the company’s flexibility around the Black Pearl assets.