UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 20, 2026~~1934

~~________________________________________________________~~Date of Report (Date of earliest event reported): March 23, 2026

CIPHER DIGITAL INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

________________________________________________________

Delaware

001-39625

85-1614529

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Delaware	001-39625	85-1614529
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
1 Vanderbilt Avenue
Floor 54
New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

1 Vanderbilt Avenue

~~Registrant’s~~Floor ~~Telephone Number, Including Area Code: (332) 262-2300~~54

~~N/A~~New York, New York 10017

(~~Former Name or Former~~ Address, ifof ~~Changed~~principal ~~Since~~executive ~~Last~~offices) ~~Report~~(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

☐

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)

Name of each exchange on which registered

~~TradingSymbol(s)~~

~~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

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 o☐

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. o☐

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February~~March 2423, 2026, (the “Closing Date”), Cipher Digital Inc. (the “Company”) ~~announced~~entered ~~its~~into ~~results~~a ~~for~~Credit Agreement (the ~~fourth~~“Credit ~~quarter~~Agreement”) as borrower, the lenders and ~~full~~issuing ~~year~~banks ~~ended~~party ~~December~~thereto 31(the “Lenders”), ~~2025~~and Morgan Stanley Senior Funding, Inc., ~~The~~as ~~full~~administrative ~~text~~agent (in ofsuch capacity, the ~~press~~“Administrative ~~release~~Agent”), ~~issued~~collateral inagent, ~~connection~~lead ~~with~~left ~~the~~arranger, ~~announcement~~bookrunner isand ~~furnished~~structuring asagent, ~~Exhibit~~and Banco 99Santander, S.1A., toNew ~~this~~York ~~Current~~Branch, ~~Report~~Goldman onSachs ~~Form~~Lending 8Partners LLC, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC, as joint lead arrangers, joint bookrunners, co-Ksyndication (agents and documentation agents. Terms used herein and not otherwise defined herein have the ~~“Report”)~~meanings given to them in the Credit Agreement.

~~Item~~The 5Credit Agreement provides for a $200,000,000 revolving credit facility (the “Revolving Credit Facility”), including a $50,000,000 letter of credit sublimit.03 ~~Amendments~~Revolving loans under the Revolving Credit Facility may be borrowed, repaid and reborrowed and letters of credit may be issued from time to ~~Articles~~time until the fourth anniversary of ~~Incorporation~~the orClosing ~~Bylaws;~~Date ~~Change~~(the “Maturity Date”), subject to a springing maturity 91 days prior to the maturity date of the Company’s 1.750% Convertible Senior Notes due 2030, if then outstanding. Prior to the Stabilization Date (as defined in ~~Fiscal~~the ~~Year~~Credit Agreement), availability under the Revolving Credit Facility is capped at $50,000,000. The proceeds of borrowings under the Revolving Credit Facility may be used for working capital and general corporate and other lawful purposes. Letters of Credit may be issued for general corporate purposes of the Company and its subsidiaries. As of the Closing Date, no amounts were outstanding under the Revolving Credit Facility.

~~Amended~~Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at (i) a per annum rate equal to Adjusted Term SOFR (subject to a 0.00% floor) plus an applicable margin ranging from 1.250% to 1.750%, or (ii) an alternate base rate plus an applicable margin ranging from 0.250% to 0.750%, in each case by reference to the Company’s Consolidated Total Debt to Market Capitalization Ratio (as defined in the Credit Agreement). Until the delivery of the compliance certificate for the fiscal quarter ending September 30, 2026, the applicable margin will be 1.750% per annum for Term SOFR loans and ~~Restated~~0.750% ~~Charter~~per annum for ABR loans.

OnThe ~~February~~obligations ~~20,~~under ~~2026,~~ the ~~Board~~Credit ofAgreement ~~Directors~~are guaranteed ~~approved~~by aneach ~~amendment~~of tothe ~~our~~Company’s ~~Second~~restricted ~~Amended~~subsidiaries, ~~and~~that ~~Restated~~is ~~Certificate~~or ofbecomes ~~Incorporation,~~a asloan ~~amended~~party (~~the~~other ~~“Amended~~than certain excluded subsidiaries and ~~Restated~~immaterial ~~Charter”~~subsidiaries),. toThe ~~change~~obligations under the ~~name~~Credit ofAgreement and the ~~Company~~guarantees toare ~~“Cipher~~secured ~~Digital~~by ~~Inc.”~~a ~~The~~first-priority ~~amendment~~lien ~~became~~on ~~effective~~substantially all ~~upon~~of ~~filing~~the ~~with~~assets of the ~~Delaware~~Company ~~Secretary~~and ofcertain ~~State~~equity oninterests ~~February~~owned 20by the guarantors, ~~2026~~subject to certain exclusions.

~~Following~~The Credit Agreement requires the ~~change~~Company to maintain minimum Liquidity as of the ~~Company’s~~last ~~name~~day ~~from~~of ~~Cipher~~each ~~Mining~~fiscal ~~Inc.~~quarter toof ~~Cipher~~not ~~Digital~~less ~~Inc.~~than (i) $100,000,000, prior to the ~~Company’s~~commencement ~~Common~~of ~~Stock,~~cash ~~par~~flows of ~~value~~either ~~$0.001~~the ~~per~~Barber ~~share~~Lake ~~(“Common~~facility ~~Stock”~~or the Black Pearl facility, (ii) $150,000,000, ~~will~~after ~~continue~~the tocommencement ~~trade~~of oncash ~~The~~flow ~~Nasdaq~~of ~~Stock~~one ~~Market~~but ~~LLC~~not both ~~under~~of the ~~same~~Barber ~~“CIFR”~~Lake ~~symbol.~~facility ~~Similarly~~and the Black Pearl facility, and (iii) $200,000,000, after the ~~CUSIP~~commencement ~~number~~of cash flows for both the Barber Lake facility and the Black Pearl facility. In addition, as a condition to each borrowing under the Revolving Credit Facility, the Company’s ~~Common~~is ~~Stock~~required ~~will~~to be in compliance with a minimum Market Capitalization of not ~~change~~less than $3,000,000,000. The Credit Agreement also contains an equity cure right with respect to the minimum Liquidity covenant.

~~Amended~~The Credit Agreement contains customary representations, warranties, affirmative and ~~Restated~~negative ~~Bylaws~~covenants, including, among other things, covenants that restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness, grant liens, make investments, make restricted payments, consummate asset sales, enter into transactions with affiliates and engage in mergers and fundamental changes, in each case subject to customary exceptions and qualifications. The Credit Agreement also permits the Company to obtain incremental revolving commitments or term loan commitments in an aggregate amount of up to $50,000,000, plus the amount of any voluntary commitment reductions and prepayments, subject to the satisfaction of certain conditions.

OnThe ~~February~~Credit 20Agreement contains customary events of default, ~~2026~~including, ~~the~~among ~~Board~~others, nonpayment of ~~Directors~~principal ~~approved~~or ~~and~~interest, ~~adopted~~breach ~~amendments~~of torepresentations ~~the~~or ~~Company’s~~covenants, ~~Amended~~cross-default and ~~Restated~~cross-acceleration to ~~Bylaws~~material ~~(the “Bylaws”)~~indebtedness, ~~effective~~certain ~~immediately.~~bankruptcy ~~The~~or ~~Bylaws~~insolvency ~~were~~events, ~~amended~~material ~~and~~judgments, ~~restated~~certain toERISA ~~update~~events, ~~the~~invalidity ~~Company’s~~of ~~name~~security tointerests or ~~“Cipher~~guarantees, ~~Digital~~and ~~Inc.”~~a change of control.

The foregoing description of the ~~Amended~~Credit ~~and Restated Charter and the Amended and Restated Bylaws~~ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~Amended~~Credit ~~and~~Agreement, ~~Restated~~a ~~Charter~~copy ~~and~~of ~~the Amended and Restated Bylaws,~~ which is ~~are~~ filed as Exhibit 310.1 ~~and Exhibit 3.2, respectively,~~ to this Current Report on Form 8-K and ~~are~~is incorporated herein by reference.

Item 72.0103. ~~Regulation~~Creation FDof ~~Disclosure~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~February~~information ~~24,~~set ~~2026,~~forth ~~the~~in ~~Company~~Item ~~posted a presentation to its website at https://investors~~1.~~cipherdigital.com~~01 ~~(the “Presentation”). A copy~~ of ~~the Presentation is furnished as Exhibit 99.2 to~~ this Current Report. ~~The~~on ~~Company~~Form ~~expects~~8-K tois ~~use~~incorporated ~~the~~herein ~~Presentation,~~by ~~in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others~~reference.

~~The~~Item information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time9. ~~The Presentation speaks only as of the date of this Report~~01. ~~The~~Financial ~~Company~~Statements ~~undertakes~~and ~~no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time~~Exhibits. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

~~The information in Items 2.02 and 7.01 of this Report~~ (~~including Exhibits 99.1 and 99.2 attached hereto~~d) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Credit Agreement, dated as of March 23, 2026, among Cipher Digital Inc., as borrower, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d)Exhibits.~~SIGNATURES

~~The~~Pursuant ~~exhibits~~to ~~related~~the torequirements ~~Item~~of ~~2.02~~the ~~and~~Securities Exchange ~~Item~~Act ~~7.01~~of ~~shall~~1934, bethe ~~deemed~~registrant has duly caused this report to be ~~furnished,~~signed ~~and~~on ~~not~~its ~~filed:~~behalf by the undersigned hereunto duly authorized.

ExhibitNumber			Description
Date: March 25, 2026	CIPHER DIGITAL INC.
3.1			Amended and Restated Certificate of Incorporation
	By:	/s/ Tyler Page
3.2			Amended and Restated Bylaws
	Name:	Tyler Page
99.1			Press Release of the Company, dated February 24, 2026
	Title:	Chief Executive Officer
99.2			Presentation of the Company, dated February 24, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			Cipher Digital Inc.
Date:	February 24, 2026	By:	/s/ Tyler Page
			Tyler Page Chief Executive Officer

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