Cipher Digital Inc. 8-K

What Happened

• On June 15, 2026, Cipher Digital’s indirect wholly-owned subsidiary Stingray Compute LLC completed a private offering of $810.0 million aggregate principal of 6.000% Senior Secured Notes due 2031. The notes were issued at 99.750% of par and sold under a purchase agreement dated June 8, 2026, to qualified institutional buyers (Rule 144A) and certain non-U.S. investors (Regulation S).
• An indenture among Stingray Compute, related guarantor entities and Wilmington Trust, N.A. as trustee governs the notes. Interest is 6.000% per year, paid semiannually on June 15 and December 15 beginning December 15, 2026. Principal will amortize semiannually to meet a defined Target Project Debt Service Coverage Ratio. Notes mature June 15, 2031, subject to redemption provisions beginning June 15, 2028.
• Cipher will provide a customary completion guarantee for the Stingray Facility (a high-performance computing data center in Andrews, Texas) to fund completion if note proceeds and available funds are insufficient.

Key Details

• Aggregate principal: $810.0 million; issue price: 99.750% of principal.
• Coupon and maturity: 6.000% interest, payable semiannually; maturity June 15, 2031.
• Use of proceeds: finance remaining cost of the Stingray Facility; reimburse Cipher for ~$61.5 million of prior equity contributions to Cipher Stingray; fund debt service reserves.
• Covenants and protections: notes are senior secured; indenture limits additional indebtedness, dividends/repatriations, liens, asset sales, affiliate transactions and certain mergers; change-of-control repurchase at 101% of principal plus accrued interest.

Why It Matters

• This transaction provides substantial project financing to complete Cipher’s Stingray high-performance computing facility, reducing near-term equity funding needs by the company.
• The notes create a new secured debt obligation tied to the project, with scheduled amortization linked to project cash flows, which can affect future cash available to Cipher and its subsidiaries.
• Cipher’s completion guarantee constitutes a contingent funding obligation for the parent company—investors should consider potential impacts on Cipher’s balance sheet, leverage and liquidity if additional funding is required to finish the facility.
• Relevant near-term items for investors: interest expense from the new notes, principal amortization starting after the Final Commencement Date, and covenant restrictions that may limit subsidiary actions.