Cipher Digital CIFR

Cipher Digital reports $31.61 million net income for Q3 2026

Quarterly report for the period ended Sep 30, 2026, 3 new risk factors

Form: 10-Q
Filed: Nov 2, 2026, 9:14 am ET
Importance: Major
Accession: 0001819989-26-000050

Revenue: $26.7 million for the three months ended Sep 30, 2026
Net income: $31.61 million for the three months ended Sep 30, 2026
Diluted EPS: -$0.22 for the three months ended Sep 30, 2026
Cash and equivalents: $656.01 million at Sep 30, 2026

Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.

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What changed

21 changes since the June 2026 10-Q

Compared with the 10-Q 0001819989-26-000041, filed Aug 4, 2026.

New Risk factors
We are subject to environmental, health and safety laws and regulations, including applicable zoning…
We and our operations and properties are subject to laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental…
From the filings
Now
We are subject to environmental, health and safety laws and regulations, including applicable zoning, building-code and energy-efficiency standards and worker health and safety laws and regulations, and these laws and regulations and any changes to them may materially adversely affect our brand, reputation, business, results of operations and financial position. We and our operations and properties are subject to laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in the jurisdictions in which we operate. These laws and regulations may impose numerous obligations that are applicable to us, including acquisition of a permit or other approval before conducting construction or regulated activities; restrictions on the types, quantities and concentration of materials that can be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands or areas with endangered plants or species; imposition of specific health and safety standards addressing worker protection from work related health and safety risks; imposition of certain zoning, building code and energy-efficiency standards for the sites at which we operate; and imposition of significant liabilities for pollution, including investigation, remedial and clean-up costs, which can be joint and several. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations, among other sanctions, that could have a material adverse effect on our financial position, results of operations and cash flows. Failure to obtain, secure renewal of, or maintain, permits or tightening of restrictions within our permits, or the failure to meet the zoning, building code, health and safety and energy-efficiency standards imposed by regulations applicable to our sites, could…
New Risk factors
We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a…
Holders of the Convertible Notes may, subject to limited exceptions, require us to repurchase their Convertible Notes on May 15, 2028 (for the 2030 Convertible Notes), October 1, 2029 (for the 2031 Convertible Notes)…
From the filings
Now
We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change or on a specified optional repurchase date or to pay any cash amounts due upon maturity or conversion of the Convertible Notes, and our other indebtedness may limit our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion. Holders of the Convertible Notes may, subject to limited exceptions, require us to repurchase their Convertible Notes on May 15, 2028 (for the 2030 Convertible Notes), October 1, 2029 (for the 2031 Convertible Notes) and November 1, 2030 (for the 2032 Convertible Notes), and following a fundamental change, at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any. Upon maturity of the Convertible Notes, we must pay their principal amount and accrued and unpaid special interest and additional interest, if any, in cash, unless they have been previously repurchased, redeemed or converted.
New Risk factors
In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we…
We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay any cash amounts due upon their maturity or conversion.
From the filings
Now
In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and the agreements that we may have in the future governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase Convertible Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the applicable indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes.
New Risk factors
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our…
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of such notes will be entitled to convert the Convertible Notes at any time during specified periods at their option.
From the filings
Now
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the Convertible Notes is triggered, holders of such notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
New Risk factors
The accounting method for the Convertible Notes could adversely affect our reported financial condition and…
The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.
From the filings
Now
The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.
New Risk factors
The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense…
The issuance costs for the Convertible Notes are treated as a debt discount for accounting purposes and will be amortized into interest expense over the term of the Convertible Notes.
From the filings
Now
The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. The issuance costs for the Convertible Notes are treated as a debt discount for accounting purposes and will be amortized into interest expense over the term of the Convertible Notes. As a result of this amortization, the interest expense that we expect to recognize for the Convertible Notes for accounting purposes will be greater than the cash special interest or additional interest payments, if any, we may be required to pay on the Convertible Notes, which will result in lower reported income. In addition, the shares underlying the Convertible Notes are reflected in our diluted earnings per share using the "if converted" method. Under that method, diluted earnings per share is generally calculated assuming that all the Convertible Notes were converted solely into shares of our common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share. Furthermore, if any of the conditions to the convertibility of the Convertible Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no investors convert their Convertible Notes and could materially reduce our reported working capital.
New Risk factors
The capped call transactions may affect the value of the 2031 Convertible Notes and the 2032 Convertible…
In connection with the issuance of the 2031 Convertible Notes and the 2032 Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions (collectively, the "option…
From the filings
Now
The capped call transactions may affect the value of the 2031 Convertible Notes and the 2032 Convertible Notes and the market price of our common stock. In connection with the issuance of the 2031 Convertible Notes and the 2032 Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions (collectively, the "option counterparties"). The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2031 Convertible Notes or the 2032 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2031 Convertible Notes or 2032 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties entered into various derivative transactions, which may be exited in the future. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling shares of our common stock or other securities of ours in secondary market transactions prior to the maturity of the applicable Convertible Notes (and are likely to do so during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the applicable Convertible Notes and following any early conversion, repurchase or redemption of such notes, if we exercise the relevant election to terminate the corresponding portion of the capped call transactions). This activity could cause or avoid an increase or a decrease in the market price of our common stock.
New Risk factors
We are subject to counterparty risk with respect to the capped call transactions and these capped call…
The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions.
From the filings
Now
We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as planned. The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties' performance under the capped call transactions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution, the effect of which would not be compensated for, than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties. In addition, the terms of the capped call transactions are complex, and they may not operate as planned. For example, the terms of these transactions may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. Accordingly, the capped call transactions may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the capped call transactions. The capped call transactions are…
New Risk factors
The issuance of shares of our common stock upon conversion of the Convertible Notes and in exchange…
Upon conversion of the Convertible Notes, we will satisfy part or all of our conversion obligations in shares of our common stock.
From the filings
Now
The issuance of shares of our common stock upon conversion of the Convertible Notes and in exchange transactions will dilute the ownership interests of our stockholders and could depress the trading price of our common stock. Upon conversion of the Convertible Notes, we will satisfy part or all of our conversion obligations in shares of our common stock. The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders, which could depress the trading price of our common stock. In addition, the market's expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual conversions. Moreover, the expectation of conversions could encourage the short selling of our common stock, which could place further downward pressure on the trading price of our common stock. In addition, in October 2026, we issued 40.7 million shares of our common stock in exchange transactions with certain holders of the 2030 Convertible Notes, and we may engage in additional exchanges of, or repurchases of, Convertible Notes. Holders that participate in any such exchanges may purchase or sell shares of our common stock or enter into or unwind derivative transactions in connection with hedge positions, which could adversely affect the market price of our common stock, and any issuance of shares in such exchanges will dilute our existing stockholders.
Changed Financial statements
Net income up 112% from Jun 30
$31.6M, was −$268M.
From the filings
Before
−$268M
Now
$31.6M
Changed Financial statements
EPS up 66% from Jun 30
−$0.22, was −$0.65.
From the filings
Before
−$0.65
Now
−$0.22
Changed Financial statements
Cash down 21% from Jun 30
$656M, was $832M.
From the filings
Before
$832M
Now
$656M
Changed Financial statements
Revenue up 7.5% from Jun 30
$26.7M, was $24.8M.
From the filings
Before
$24.8M
Now
$26.7M
New MD&A
On October 16, 2026, we exchanged approximately $165.9 million of principal amount of the 1.75% Convertible…
New paragraph in MD&A.
From the filings
Now
On October 16, 2026, we exchanged approximately $165.9 million of principal amount of the 1.75% Convertible Senior Notes due 2030 (the "2030 Convertible Notes") for approximately 40.7 million shares of common stock. Following this exchange, approximately $6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.
New MD&A
HPC leasing revenue is generated by leasing data center capacity and providing related services to our…
New paragraph in MD&A.
From the filings
Now
HPC leasing revenue is generated by leasing data center capacity and providing related services to our tenants. These lease arrangements contain fixed payments for base rent of the data center, as well as variable components for certain operating expenses, primarily power, which are provided to tenants at cost and are recorded on a gross basis in HPC leasing revenue and Cost of revenue - HPC leasing.
New MD&A
HPC leasing revenue was $5.9 million following commencement of the initial phase of the Black Pearl Facility…
New paragraph in MD&A.
From the filings
Now
HPC leasing revenue was $5.9 million following commencement of the initial phase of the Black Pearl Facility Lease in August 2026. HPC leasing revenue consisted primarily of $5.2 million of fixed lease payments recognized on a straight-line basis. There was no HPC leasing revenue in the prior year period.
Changed MD&A
HPC leasing cost of revenue for the nine months ended September 30, 2026 was $1.6 million.
Adds "HPC leasing"; drops "three".
From the filings
Before
Cost of revenue for the three months ended June 30, 2026 was $15.0 million, compared with $15.3 million for the three months ended June 30, 2025, and consisted primarily of power costs at our Odessa data center, which has a fixed power cost.
Now
HPC leasing cost of revenue for the nine months ended September 30, 2026 was $1.6 million. Included in HPC leasing cost of revenue are costs passed on to our tenants, which are recognized as revenue.
Changed MD&A
Other operating losses were $20.4 million for the nine months ended September 30, 2026, compared to $2.7…
Adds "Other operating losses were $20.4 million"; drops "General and administrative expenses".
From the filings
Before
General and administrative expenses for the six months ended June 30, 2026 was $28.2 million, an increase of $10.2 million compared to $18.0 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in legal fees related to strategic initiatives, including our lease negotiations and other transactions.
Now
Other operating losses were $20.4 million for the nine months ended September 30, 2026, compared to $2.7 million for the nine months ended September 30, 2025. The increase was primarily driven by a $10.4 million loss on disposal of assets and a $7.4 million loss on miners reclassified as held for sale, both related to our bitcoin mining business.
New MD&A
We have leases for corporate office space with monthly rent payments of approximately $0.2 million.
New paragraph in MD&A.
From the filings
Now
We have leases for corporate office space with monthly rent payments of approximately $0.2 million. In April 2026, we entered into a lease for a new office in New York, with monthly rent payments of approximately $0.4 million starting in June 2027. In September 2026, we entered into an agreement to terminate our existing New York office at One Vanderbilt Avenue, effective January 30, 2027.
New MD&A
In August 2026, one component of the Black Pearl Facility Lease commenced.
New paragraph in MD&A.
From the filings
Now
In August 2026, one component of the Black Pearl Facility Lease commenced. For scheduled principal payments on our long-term borrowings, including the Black Pearl 2031 Senior Secured Notes, see Note 14. Debt.
New MD&A
In the normal course of business, we enter into contracts with suppliers, primarily related to construction…
New paragraph in MD&A.
From the filings
Now
In the normal course of business, we enter into contracts with suppliers, primarily related to construction, and have commitments of approximately $1,610.1 million as of September 30, 2026. The majority of commitments relate to construction at sites with leases to HPC tenants.

Show the redline

Section by section. Added words and ~~removed words~~ against the earlier filing.

Cover page 2 changes

4 unchanged paragraphs

For the quarterly period ended ~~June~~ September 30, 2026

22 unchanged paragraphs

As of ~~August 3,~~ October 30, 2026, the registrant had ~~415,030,722~~ 456,365,113 shares of Common Stock, $0.001 par value per share, outstanding.

1 unchanged paragraph

Forward-looking statements 2 changes

26 unchanged paragraphs

• We may face electricity market risks relating to changes in laws, regulations and requirements of market operators, network operators and/or regulatory bodies, including with respect to interconnection of facilities of large electrical loads to the ERCOT grid, ~~(for example, via a process that may~~ (including ERCOT's batch ~~multiple~~ study process for large load interconnection requests and related governmental reviews), grid stability, voltage ride-through, frequency ride-through and curtailment obligations.

• We are subject to environmental, health and safety laws and regulations, including applicable zoning, building-code and energy-efficiency standards and worker health and safety laws and regulations, and these laws and regulations and any changes to them may materially adversely affect our brand, reputation, business, results of operations and financial position.

13 unchanged paragraphs

Notes to the financial statements 166 changes

2 unchanged paragraphs

~~June~~ September 30, 2026 December 31, 2025

Cash and cash equivalents $ ~~831,829~~ 656,009 $ 628,263

1 unchanged paragraph

Accounts receivable ~~20,084~~ 20,469 687

1 unchanged paragraph

~~Bitcoin 37,802 125,400~~

Prepaid expenses and other current assets ~~34,477~~ 56,342 7,977

Bitcoin 25,943 125,400

1 unchanged paragraph

~~Restricted cash, noncurrent~~

Derivative asset, current ~~19,436~~ 8,770 34,090

Total current assets ~~4,132,080~~ 2,486,936 2,652,859

Restricted cash, non-current 477,182 275,076

Property and equipment, net ~~2,132,585~~ 3,899,880 633,417

Intangible assets, net ~~76,929~~ 125,094 77,388

1 unchanged paragraph

~~Security deposits 27,489 27,732~~

~~Other noncurrent assets 553,409 561,995~~

Derivative asset, non-current ~~3,244~~ - 22,720

Operating lease right-of-use asset ~~36,212~~ 32,322 11,321

Security deposits 89,565 27,732

Other non-current assets 555,075 561,995

Total assets $ ~~7,501,454~~ 7,666,054 $ 4,291,908

1 unchanged paragraph

~~Accounts payable $ 289,091 $ 40,064~~

~~Warrant liability 632,060 525,160~~

~~Deferred revenue 25,512 -~~

~~Total liabilities 6,913,718 3,456,054~~

Accounts payable $ 216,987 $ 40,064

Accrued expenses and other current liabilities ~~356,746~~ 628,770 90,086

Finance lease liability, current portion ~~4,475~~ 4,389 4,237

Operating lease liability, current portion ~~2,242~~ 2,450 1,731

Warrant liability 504,880 525,160

Short-term borrowings ~~94,484~~ 112,704 37,793

Total current liabilities ~~1,379,098~~ 1,470,180 699,071

Deferred revenue 46,185 -

Long-term borrowings, net ~~5,446,866~~ 5,447,174 2,711,648

Asset retirement obligations ~~23,509~~ 24,082 33,696

Finance lease liability ~~795~~ 17,930 3,094

Operating lease liability ~~37,938~~ 34,578 8,545

Total liabilities 7,040,129 3,456,054

1 unchanged paragraph

Redeemable noncontrolling interest ~~25,679~~ 25,670 30,319

1 unchanged paragraph

Preferred stock, $ 0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of ~~June~~ September 30, 2026, and December 31, 2025

Common stock, $ 0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized as of ~~June~~ September 30, 2026 and December 31, 2025, respectively, ~~423,575,369~~ 425,237,783 and 412,074,529 shares issued as of ~~June~~ September 30, 2026 and December 31, 2025, respectively, and ~~414,253,564~~ 415,092,825 and 404,963,061 shares outstanding as of ~~June~~ September 30, 2026, and December 31, 2025, respectively

Additional paid-in capital ~~1,947,143~~ 1,953,736 1,808,786

Accumulated deficit ( ~~1,385,501~~ 1,353,896 ) ( 1,003,656 )

Treasury stock, at par, ~~9,321,805~~ 10,144,958 and 7,111,468 shares at ~~June~~ September 30, 2026 and December 31, 2025, respectively ( 9 10 ) ( 7 )

Total stockholders' equity ~~562,057~~ 600,255 805,535

4 unchanged paragraphs

~~Three Months Ended June 30, Six Months Ended June 30,~~

~~Revenue - bitcoin mining $ 24,837 $ 43,565 $ 59,675 $ 92,524~~

Three Months Ended September 30, Nine Months Ended September 30,

Revenue - bitcoin mining $ 20,849 $ 71,707 $ 80,524 $ 164,231

Revenue - HPC leasing

1 unchanged paragraph

~~Cost of revenue ( 15,046 ) ( 15,330 ) ( 32,751 ) ( 30,224 )~~

~~Compensation and benefits ( 42,359 ) ( 15,659 ) ( 77,362 ) ( 29,962 )~~

~~General and administrative ( 16,479 ) ( 9,078 ) ( 28,220 ) ( 18,029 )~~

~~Depreciation and amortization ( 19,365 ) ( 44,086 ) ( 38,379 ) ( 87,553 )~~

Cost of revenue - bitcoin mining

Cost of revenue - HPC leasing

Compensation and benefits ( 38,555 ) ( 14,445 ) ( 115,917 ) ( 44,407 )

General and administrative ( 26,359 ) ( 8,167 ) ( 54,578 ) ( 26,196 )

Depreciation and amortization ( 18,821 ) ( 59,549 ) ( 57,200 ) ( 147,102 )

1 unchanged paragraph

~~Power sales 2,295 1,376 4,433 2,367~~

Power sales 4,251 2,335 8,684 4,702

2 unchanged paragraphs

Realized ~~(losses)~~ gains (losses) on sale of bitcoin

1 unchanged paragraph

~~Total costs and operating expenses ( 103,373 ) ( 88,808 ) ( 252,780 ) ( 175,855 )~~

Total costs and operating expenses ( 98,616 ) ( 109,324 ) ( 351,396 ) ( 285,179 )

1 unchanged paragraph

~~Interest income 35,861 296 67,451 486~~

~~Interest expense ( 66,736 ) ( 1,137 ) ( 125,894 ) ( 1,914 )~~

~~Change in fair value of warrant liability ( 150,510 ) - ( 106,900 ) - ( 7,241 ) 1,220 ( 22,623 ) 1,064 ( 188,626 ) 379 ( 187,966 ) ( 364 )~~

Interest income 32,684 457 100,135 943

Interest expense ( 58,994 ) ( 1,286 ) ( 184,888 ) ( 3,200 )

Change in fair value of warrant liability 127,180 31,860 20,280 31,860

Other income (expenses)

Total other income (expense)

Income (loss) before taxes

Current income tax benefit (expense)

Deferred income tax (expense) benefit

Total income tax benefit (expense)

1 unchanged paragraph

Net income (loss) available for common stockholders

Earnings (loss) per share - basic ~~and diluted~~

Earnings (loss) per share - diluted

Weighted average shares outstanding - basic ~~and diluted~~

Weighted average shares outstanding - diluted 439,694,022 393,191,623 409,866,599 376,372,526

3 unchanged paragraphs

Three Months Ended ~~June~~ September 30, 2026

4 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

6 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 86 more changes in the filing

Note 1: ORGANIZATION 7 changes

1 unchanged paragraph

Cipher Digital Inc. ("Cipher," "CDI," or the "Company") is focused on the development and operation of industrial-scale data centers for ~~bitcoin mining and~~ high-performance compute ("HPC") hosting ~~The Company operates one wholly owned~~ and bitcoin mining. ~~data center, a 207 MW site located in Odessa, Texas that draws fixed priced power from a power purchase agreement with its electricity provider~~ The ~~"Odessa Facility"). The~~ Company ~~also~~ has a 300 MW data center in Wink, Texas that draws power from the power grid (the "Black Pearl Facility") that was ~~previously~~ used for bitcoin mining ~~The Company is~~ through February 2026, and in ~~the process of retrofitting the Black Pearl Facility for an HPC tenant, with~~ August 2026 commenced phased delivery ~~expected~~ to ~~commence in 2026.~~ an HPC tenant. The Company is also in the process of ~~building~~ constructing two other sites for HPC tenants, with the 300 MW Barber Lake Facility for Fluidstack USA II Inc. ("Fluidstack"), ~~with an expected~~ expecting phased commencement ~~date~~ in the fourth quarter of ~~September~~ 2026 and the ~~Company is also in~~ 100 MW Stingray data center (the ~~process of building one of its existing sites for a hyperscaler tenant.~~ "Stingray Facility") expecting commencement in 2027. The Company's portfolio as of ~~June~~ September 30, 2026 also consists of ~~six~~ seven additional sites expected to be built out for HPC. The Company also operates one wholly owned bitcoin mining data center, a 207 MW site located in Odessa, Texas that draws fixed priced power from a power purchase agreement with its electricity provider (the "Odessa Facility").

2 unchanged paragraphs

The Company has historically experienced net losses and negative cash flows from operations; however, proceeds from sales of bitcoin are categorized as cash flows from investing activities to the extent bitcoin is sold after seven days from receipt. As of ~~June~~ September 30, 2026, the Company had approximate balances of Cash and cash equivalents of $ ~~831.8~~ 656.0 million, working capital of $ ~~2,753.0~~ 1,016.8 million, Total stockholders' equity of $ ~~562.1~~ 600.3 million and an Accumulated deficit of $ ~~1,385.5~~ 1,353.9 million. The Company uses a combination of short-term and long-term financing arrangements, proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, and strategic sales of shares through "at-the-market" offerings to support its operating expenses and capital expenditures.

The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company's balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $ ~~152.0~~ 283.2 million of cash was used in operating activities during the ~~six~~ nine months ended ~~June~~ September 30, 2026.

During the ~~six~~ nine months ended ~~June~~ September 30, 2026, the Company sold bitcoin for proceeds of approximately $ ~~123.4~~ 168.9 million. The Company paid approximately $ ~~964.3~~ 2,517.2 million for property and equipment primarily related to the build-out of various facilities.

The Company has a master loan agreement with Coinbase Credit, Inc., as Lender, and Coinbase, Inc., as Lending Service Provider (the "Coinbase Master Loan Agreement"). Pursuant to the master loan agreement, the Company has a secured line of credit, up with capacity to ~~$ 25.0 million~~ be determined, subject to credit review (the "Coinbase Overnight Credit Facility"). The borrowings are collateralized by bitcoin transferred to the Lending Service Provider's platform.

On May 22, 2025, the Company issued $ 172.5 million of principal amount of convertible notes due in 2030 with an interest rate of 1.75 % (the "2030 Convertible Notes"). The 2030 Convertible Notes are senior, unsecured obligations with interest due semiannually on May 15 and November 15 each year beginning on November 15, 2025. On October 16, 2026, the Company exchanged approximately $ 165.9 million of principal amount of the 2030 Convertible Notes for approximately 40.7 million shares of the Company's common stock. Following this exchange, approximately $ 6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.

2 unchanged paragraphs

~~Refer to Note 14. Debt for more details on all debt arrangements.~~

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2 changes

8 unchanged paragraphs

The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The core principle of the revenue standard is that a company should recognize revenue to depict

A detailed description of the Company's significant accounting policies is included in the Company's 2025 Form 10-K as filed with the SEC on February 24, 2026. The Company's unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes in the Company's 2025 Form 10-K. There have been no material changes to the Company's significant accounting policies from those disclosed in the notes to the Company's audited consolidated financial statements included in the Company's 2025 Form 10-K, except for the addition of our HPC leasing described below.

Note 3: BITCOIN 13 changes

1 unchanged paragraph

~~For the Six Months Ended June 30,~~

For the Nine Months Ended September 30,

1 unchanged paragraph

Bitcoin received from equity investees 2,772 ~~13,857~~ 20,714

Bitcoin received from mining activities ~~60,129 67,270~~ 80,908 139,858

2 unchanged paragraphs

Proceeds from sales of bitcoin ( ~~123,428~~ 168,941 ) ( ~~121,352~~ 150,226 )

Realized ~~(loss)~~ (losses) gains on sales of bitcoin, net ~~( 47,732 ) 8,557~~

Unrealized gains (losses) on fair value of bitcoin ~~20,661~~ 33,055 ( ~~3,035~~ 2,927 )

Realized loss on bitcoin transferred to collateral, net ~~(1)~~

1 unchanged paragraph

~~Ending balance $ 37,802 $ 112,089~~

The Company held approximately 646 and 1,433 bitcoin at June 30, 2026, and December 31, 2025, respectively. The associated fair values and cost bases of bitcoin held were $ 37.8 million, and $ 45.9 million, respectively, at June 30, 2026,

Ending balance $ 25,943 $ 170,303

The Company held approximately 310 and 1,433 bitcoin at September 30, 2026, and December 31, 2025, respectively. The associated fair values and cost bases of bitcoin held were $ 25.9 million, and $ 21.6 million, respectively, at September 30, 2026, and $ 125.4 million, and $ 154.1 million, respectively at December 31, 2025. Fair value of bitcoin is estimated using the closing price at 23:59:59 UTC in the Company's principal market, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). The Company accounts for bitcoin on a first-in-first-out ("FIFO") basis.

Additionally, the Company may pledge bitcoin as collateral related to bitcoin trading strategies. As of September 30, 2026, the Company had 10 bitcoin with a fair value of $ 0.8 million pledged as part of trading strategies. As of December 31, 2025 the Company had no bitcoin pledged as part of trading strategies.

Note 4: DERIVATIVE ASSETS 2 changes

On June 23, 2021, the Company entered into a power purchase agreement with Luminant, which was subsequently amended ~~and restated~~ on July 9, 2021, and further amended on February 28, 2022, August 26, 2022, and August 23, 2023 (as amended, the "Luminant Power Agreement"), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years , subject to certain early termination exemptions. The Luminant Power Agreement provides for subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term.

1 unchanged paragraph

The Company may opportunistically sell electricity in the ERCOT market in exchange for cash payments, rather than utilizing the power to mine for bitcoin at the Odessa Facility to manage the Company's operating costs. From power sales, the Company earned approximately $ ~~2.3~~ 4.3 million and $ ~~1.4~~ 2.3 million for the three months ended ~~June~~ September 30, 2026, and 2025, respectively, and $ ~~4.4~~ 8.7 million, and $ ~~2.4~~ 4.7 million for the ~~six~~ nine months ended ~~June~~ September 30, 2026, and 2025, respectively, and recorded this amount within Costs and operating (expenses) income on the condensed consolidated statements of operations, with the corresponding cost of the power sold recorded in Cost of revenue - bitcoin mining.

Note 5: PROPERTY AND EQUIPMENT 12 changes

Property and equipment, net, including leased property and equipment, consisted of the following (in thousands):

~~June~~ September 30, 2026 December 31, 2025

2 unchanged paragraphs

~~Infrastructure 95,861 108,827~~

~~Construction-in-progress 1,676,099 276,470~~

Infrastructure 189,090 108,827

Construction-in-progress 3,357,356 276,470

1 unchanged paragraph

Total cost of property and equipment ~~2,368,125~~ 4,153,439 967,582

Less: accumulated depreciation ( ~~235,540~~ 253,559 ) ( 334,165 )

Property and equipment, net $ ~~2,132,585~~ 3,899,880 $ 633,417

As of ~~June~~ September 30, 2026, the Company had approximately $ ~~1,676.1~~ 3,357.4 million of construction-in-progress related to construction at various sites related to building data centers for leasing to HPC tenants.

Depreciation expense was approximately $ 18.6 million and $ ~~43.9~~ 59.3 million for the three months ended ~~June~~ September 30, 2026 and 2025, respectively, and included approximately $ 0.6 million and $ ~~0.6~~ 0.8 million of accretion expense related to the Company's asset retirement obligations, and $ ~~36.7~~ 56.5 million, and $ ~~87.2~~ 146.5 million for the ~~six~~ nine months ended ~~June~~ September 30, 2026, and 2025, respectively, and included approximately $ ~~1.1~~ 1.8 million and $ 1.9 million for ~~both~~ the ~~six~~ nine months ended ~~June~~ September 30, 2026, and 2025, respectively, of accretion expense related to the Company's asset retirement obligations.

The Company completed a quantitative assessment during the fourth quarter of 2025 in connection with a substantial decline in the price of bitcoin with increased network hashrate, and concluded an impairment existed on the miners and leasehold improvements at the Odessa Facility as of the assessment date. The Company recorded an impairment of $ 45.3 million on these long-lived assets at the Odessa Facility in Other operating losses in the year ended December 31, 2025. There was no impairment recognized for the nine months ended September 30, 2026.

Note 6: MINERS HELD FOR SALE 2 changes

As of ~~June~~ September 30, 2026, the Company has no equipment classified as held for sale. As of December 31, 2025, the Company presented separately from Property and equipment, net $ 94.9 million of mining rigs that the Company determined met the criteria to be classified as held for sale and were presented in Miners held for sale on the Company's condensed consolidated balance sheets.

The Company recognized a loss of $ 7.4 million on the fair value of the miners during the ~~six~~ nine months ended ~~June~~ September 30, 2026. The loss is recorded in Other operating income (losses) on the Company's condensed consolidated statements of operations.

Note 7: INVESTMENTS IN JOINT VENTURES 14 changes

~~, and 2025, consisted of the following (in thousands):~~

~~For the Six Months Ended June 30,~~

~~Opening balance $ 29,400 $ 53,908~~

~~Capital contributions~~

~~Accretion of basis differences related to miner contributions 243 3,199~~

~~Bitcoin received from equity investees ( 2,772 ) ( 13,857 )~~

~~Equity in net losses of equity investees ( 1,845 ) ( 10,191 )~~

~~Proceeds from sale of equity investee interests~~

~~Ending Balance $ - $ 45,901~~

On February 19, 2026, the Company sold its 49 % interests in the WindHQ JV sites to Canaan Inc ("Canaan") in exchange for $ 29.4 million of Canaan common stock. In the year ended December 31, 2025, the Company recorded an additional expense in Equity in losses of equity investees to adjust the carrying value of it's investments to the negotiated sale price.

In October 2025, the Company purchased 53 % of the equity in Colchis LLC ("Colchis"), a joint venture of a potential 1 GW site in Texas, the "Colchis Site." The Company is the managing member and consolidates Colchis, and records redeemable noncontrolling interest for the minority interest in the site. The Company deems the noncontrolling interest to be redeemable due to certain clauses in the agreement, which could trigger the redemption of the noncontrolling shares upon events outside of the Company's control.

~~For the six months ended June 30, 2026, the Company made capital contributions to Colchis, which increased the Company's ownership to 76 %.~~

The Company accounted for its 49 % equity ownership in each of Alborz LLC, Bear LLC, and Chief Mountain LLC (the "WindHQ JV sites") using the equity method of accounting. The book value of these investments is was included in Investment in equity investees on the Company's condensed consolidated balance sheets, with the Company's portion of income included in Equity in losses of equity investees on the Company's condensed consolidated statements of operations.

Activity in the Company's investments in equity investees during the ~~six~~ nine months ended ~~June~~ September 30, 2026, and 2025, consisted of the following (in thousands):

Note 8: INTANGIBLE ASSETS 9 changes

2 unchanged paragraphs

~~Total $ 78,983 $ ( 2,054 ) $ 76,929~~

Capitalized software 2,848 ( ~~1,150~~ 1,290 ) ~~1,698~~ 1,558

Total $ 127,376 $ ( 2,282 ) $ 125,094

4 unchanged paragraphs

~~Remainder of Year Ending December 31, 2026 633~~

~~Year Ending December 31, 2027 917~~

~~Year Ending December 31, 2028 826~~

~~Year Ending December 31, 2029 615~~

~~Year Ending December 31, 2030 445~~

The Company recorded amortization expense related to intangible assets of $ 0.2 million for both of the three months ended ~~June~~ September 30, 2026 and 2025, and $ ~~0.5~~ 0.7 million and $ 0.4 million for the ~~six~~ nine months ended ~~June~~ September 30, 2026 and 2025, respectively. The Company expects to record amortization expense as follows over the next five subsequent years:

Note 9: SECURITY DEPOSITS 6 changes

1 unchanged paragraph

~~Other deposits 469 712~~

~~June~~ September 30, 2026 December 31, 2025

Security deposits with utility providers ~~27,020~~ 89,020 27,020

Other deposits 545 712

Total security deposits $ ~~27,489~~ 89,565 $ 27,732

As part of various transactions to acquire wholly owned sites, the Company has deposits with Oncor Electric Delivery Company LLC ("Oncor"), Lower Colorado River Authority ("LCRA"), City Public Service Board ("CPS Energy"), and American Electric Power ("AEP") to construct infrastructure to provide the ability to energize each data center. These deposits are eligible to be returned to the Company if the data centers energize an agreed upon capacity within an agreed upon timeframe. As of ~~June~~ September 30, 2026 the Company believes these deposits will be returned.

Note 10: SUPPLEMENTAL FINANCIAL INFORMATION 11 changes

Prepaid expenses and other current assets were $ ~~34.5~~ 56.3 million as of ~~June~~ September 30, 2026, primarily consisting of receivables from utilities for cash deposits replaced with letters of credit, as well as the fair value of the 806,439,900 shares of Canaan Inc. common stock, acquired on February 19, 2026, as part of the sale of the Company's WindHQ JV sites and certain mining rigs located at the Black Pearl Facility to Canaan. The Company's investment is subject to a six-month lock-up period commencing on the closing date, during which the Company is restricted from transferring, selling, or otherwise disposing of the shares. The lock-up expires on August 23, 2026.

Prepaid expenses and other current assets were $ 8.0 million at December 31, 2025, consisting primarily of prepaid insurance.

Other noncurrent assets were $ 555.1 million, and $ 562.0 million as of September 30, 2026, and December 31, 2025, respectively. The balance primarily consisted of an asset of $ 544.5 million at both periods representing the value of Google agreeing to make the lease payments from Fluidstack in the event of Fluidstack not fulfilling its obligations under the lease. The Company will amortize this asset over the life of the lease on a straight-line basis to recognize the benefit over the term of the benefit derived from the backstop.

The Company's accrued expenses and other current liabilities consisted of the following (in thousands):

September 30, 2026 December 31, 2025

Construction costs $ 507,066 $ 36,081

Contingent liabilities

Employee compensation 10,200 5,847

Professional fees 4,970 3,994

Power costs 2,403 2,622

Total accrued expenses and other current liabilities $ 628,770 $ 90,086

Note 11: RELATED PARTY TRANSACTIONS 1 change

1 unchanged paragraph

The Company had no related party receivables as of ~~June~~ September 30, 2026, and recorded related party receivables of approximately $ 0.3 million as of December 31, 2025, representing amounts owed to the Company from its equity method investees.

Note 12: LEASES 4 changes

In September 2025, the Company, through its wholly owned subsidiary Cipher Barber Lake LLC, entered into ~~a lease~~ an agreement with Fluidstack for the development, construction and lease of an HPC data center facility (the "Barber Lake Facility Lease"). The Company expects to deliver the facility in September 2026. The tenant's obligations to pay rent under the lease begins on the commencement date of the lease and will continue for a 10-year term, ~~as well as for the~~ with two five-year extension options, which lease was subsequently amended and restated in November 2025 (as ~~applicable.~~ so amended and restated, the "Fluidstack Lease"). As part of the ~~Barber Lake Facility~~ Fluidstack Lease, the Company is required to provide certain services for the data center including supplying power, environmental controls, physical security and connectivity products to the tenant, and failure to provide these services may result in additional costs under the lease.

In connection with the Fluidstack Lease, Google LLC ("Google") agreed to support certain payment obligations under the lease upon the occurrence of specified events. See additional information regarding this agreement in Note 16. Warrants .

In September 2026, the Company amended the Fluidstack Lease to provide for an updated phased delivery schedule, with individual data halls expected to be delivered between the fourth quarter of 2026 and the first quarter of 2027 and remove the two five-year extension options. Concurrently with the execution of the amendment to the Fluidstack Lease, the Company entered into a binding agreement with a leading AI lab to lease the facility for 10 years to commence following the term of the Fluidstack Lease. In connection with the amendment to the Fluidstack Lease and related tenant-modification change orders, the Company, Fluidstack and the leading AI lab established a cost reimbursement framework under which the Company will bear the first $ 359.3 million of costs in excess of the initial budgeted amount under the Fluidstack Lease. The tenant will reimburse the Company over the aggregate 20-year contracted term for 50 % of any such costs above that amount, payable as additional rent and calculated in a manner to provide the Company with a contracted rate of return on such reimbursed amounts.

In October 2025, the Company, through its wholly owned subsidiary Cipher Black Pearl LLC, entered into a 15-year lease agreement with an investment grade hyperscaler tenant to deliver approximately 300 gross MW of turnkey data center capacity at the Black Pearl Facility ~~with phased~~ (the "Black Pearl Facility Lease"). Delivery ~~expected to commence~~ of the facility occurs on a phased basis, with the initial phase commenced in August 2026. The ~~sublease~~ Black Pearl Facility Lease provides three five-year extension options, as well as a short-term extension option under specified conditions. The Company is required to provide ongoing services including power, operations and maintenance, and other operating services, and may be subject to rent credits or other remedies for failure to achieve specified milestones. Between November 2025 and July 2026, the parties entered into three amendments to the Black Pearl Facility Lease that, among other things, revised the data hall configuration and milestone delivery dates.

1 unchanged paragraph

Note 13: COMMITMENTS AND CONTINGENCIES 3 changes

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company's maximum exposure under these arrangements, if any, is unknown as of ~~June~~ September 30, 2026. In the normal course of business, the Company enters into contracts with suppliers, primarily related to construction, and has commitments of approximately $ ~~2,169.3~~ 1,610.1 million as of ~~June~~ September 30, 2026. The majority of commitments relate to construction at sites with leases to HPC tenants.

The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company's business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the Company's insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying condensed consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying condensed consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company's defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that a ~~material loss, if any, will result from any claims, lawsuits and proceedings, to which the Company is subject to either individually, or in the aggregate.~~

Note 14: DEBT 19 changes

2 unchanged paragraphs

As of June 30, 2026, the Company had no amounts outstanding on the Coinbase Overnight Credit Facility. The Company had a $ 25.0 million balance outstanding on the Coinbase Overnight Credit Facility at a weighted average interest rate of 9.5 % as of December 31, 2025.

The Company has the Coinbase Master Loan Agreement, under which the Company established the Coinbase Overnight Credit Facility ~~of $ 25.0 million,~~ with capacity to be determined, subject to credit review. The Company will not incur commitment fees for unused portions of the Coinbase Overnight Credit Facility. The borrowing rate on amounts drawn against the Coinbase Overnight Credit Facility is determined based on the Federal Funds Target Rate - Upper Bound, plus 2.5 %, calculated daily based on a 365-day year and payable monthly for the duration of the loan, and market demand. Borrowings under the Coinbase Overnight Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the Lending Service Provider's platform. Since the Lender has the right to rehypothecate the bitcoin held as collateral, the Company derecognizes the bitcoin transferred. The Company has the right to receive the bitcoin back from the Lender upon repayment of the Coinbase Overnight Credit Facility, and as such recognized a receivable for bitcoin collateral measured at fair value of the bitcoin to be received upon repayment.

Current Portion of Long-term debt

As of September 30, 2026, the Company recorded $ 112.7 million in short-term borrowings on the Company's condensed consolidated balance sheet as these scheduled principal payments are due within one year based on contractual terms.

Long-term borrowings

The following summarizes the Company's long-term borrowings, net of debt issuance costs as of the period presented:

Maturity Date Interest Rate Outstanding Principal Unamortized debt issuance costs and original issue discounts and premium, net Current portion of Long-term Debt

Outstanding Borrowings, net

Long-term borrowings:

2030 Convertible Notes

May 2030 1.750 % $ 172,500 $ ( 4,065 ) $ — $ 168,435

2031 Convertible Notes October 2031 0.000 % 1,300,000 ( 382,574 ) — 917,426

Cipher Compute 2030 Senior Secured Notes November 2030 7.125 % 1,733,000 ( 22,748 ) ( 48,369 ) 1,661,883

Black Pearl 2031 Senior Secured Notes

February 2031 6.125 % 2,000,000 ( 32,055 ) ( 64,167 ) 1,903,778

Stingray 2031 Senior Secured Notes

June 2031 6.000 % 810,000 ( 14,992 ) — 795,008

Various 10.300 % 812 — ( 168 ) 644

Total Long-term borrowings

Note 15: STOCKHOLDERS' EQUITY 6 changes

As of ~~June~~ September 30, 2026, 1,010,000,000 shares with a par value of $ 0.001 per share are authorized, of which 1,000,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock ("Preferred Stock").

1 unchanged paragraph

~~At-the-Market Sales Agreement~~

~~On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the "Registration Statement").~~

On August 3, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an "Original Agent" and, together, the "Original Agents"), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of its Common Stock, for aggregate gross proceeds of up to $ 250.0 million. The offering and sale of up to $ 250.0 million of the shares has been registered under the Registration Statement, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on August 4, 2023 (the "Prospectus Supplement").

On March 6, 2024, the Company entered into an amendment (the "Amendment") to the Sales Agreement (as amended, the "Amended Sales Agreement") by and among the Original Agents, Stifel, Nicolaus & Company, Incorporated ("Stifel") and Virtu Americas LLC ("Virtu"). The Amendment modifies the Sales Agreement to include Stifel and Virtu as additional agents under the Amended Sales Agreement. On March 6, 2024, the Company also filed an amendment to the Prospectus Supplement (i) increasing the dollar amount of shares available to be sold pursuant to the Amended Sales Agreement, to

During the ~~six~~ nine months ended ~~June~~ September 30, 2026, the Company issued ~~3,647,802~~ 4,902,606 shares of Common Stock to officers, employees and consultants in settlement of an equal number of fully vested RSUs awarded to these individuals, ~~2,302,389~~ 2,709,999 shares of Common Stock upon the vesting and settlement of performance-based stock awards, and 53,656 shares of Common Stock to directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the "Incentive Award Plan"). The Company immediately repurchased ~~2,210,337~~ 3,033,490 shares of Common Stock from officers and employees, with a fair value of approximately $ 49.0 million, to cover taxes related to the settlement of vested RSUs and PSUs, as permitted by the Incentive Award Plan. The Company placed the repurchased shares in treasury stock.

Note 16: WARRANTS 2 changes

The Company recorded an asset of $ 544.5 million in Other noncurrent assets on the condensed consolidated balance sheets at the initial fair value of the Google Warrants at issuance to represent the value of Google agreeing to make the lease payments from Fluidstack in the event of Fluidstack not fulfilling its obligations under the lease. The Company will amortize this asset over the life of the lease on a straight-line basis to recognize the benefit over the term of the benefit derived from the backstop.

On September 24, 2025, as consideration for Google agreeing to backstop certain obligations of Fluidstack in connection with the ~~Barber Lake Facility~~ Fluidstack Lease, the Company entered into an agreement with Google, amended and restated on November 20, 2025 (the "Google Warrant Agreement"), pursuant to which the Company issued to Google ~~warrants~~ a warrant to purchase 24,178,576 shares (the "Warrant Shares") of the Company's Common Stock for an exercise price of $ 0.01 per share of Common Stock (the "Google Warrants"), ~~The Google Warrants have an exercise period beginning on the commencement date of the Barber Lake Facility lease and expiring on September 24, 2030. Additionally, if, on the business day prior~~ subject to ~~the beginning of the exercise period under the Google Warrant Agreement, the value of the Warrant Shares does not equal or exceed $ 430.0 million, the Company shall be obligated~~ adjustments related to ~~issue additional Warrant~~ delivery of shares ~~and/or make a cash payment equal in the aggregate~~ to ~~such shortfall amount on~~ settle the ~~terms set forth in~~ 2030 Convertible Notes and the ~~Warrant Agreement.~~ 2031 Convertible Notes. The Google Warrants ~~are recorded at fair value in Warrant liability on the Company's condensed consolidated balance sheets and changes in the fair value are recorded in Change in fair value of warrant liability~~ have an exercise period beginning on the ~~Company's condensed consolidated statements of operations. See additional information regarding valuation of the Google Warrants in Note 18. Fair Value Measurements.~~ commencement

Note 17: SHARE-BASED COMPENSATION 13 changes

The ~~Cipher Mining Inc. 2021 Incentive Award Plan (the~~ Incentive Award Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares.

Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Award Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent ( 3 %) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. On January 1, 2026, this resulted in an increase of 12,148,892 shares of Common Stock available for issuance under the Incentive Award Plan. As of September 30, 2026, 26,765,571 shares of Common Stock were available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation in Compensation and benefits on the condensed consolidated statements of operations for the following categories of awards as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Service-based RSUs $ 13,607 $ 6,690 $ 49,467 $ 23,040

Performance-based RSUs 13,027 2,384 34,741 5,696

Total share-based compensation expense $ 26,634 $ 9,074 $ 84,208 $ 28,736

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2026 is shown below:

Weighted Average Grant Date Fair Value

Unvested at December 31, 2025 10,642,732 $ 3.95

Granted 3,779,115 $ 17.01

Forfeited ( 18,530 ) $ 11.08

Unvested at September 30, 2026 9,500,711 $ 8.98

Note 18: FAIR VALUE MEASUREMENTS 12 changes

5 unchanged paragraphs

~~Fair Value Measured as of June 30, 2026~~

~~Level 1 Level 2 Level 3 Total~~

~~Cash and cash equivalents~~

~~Money market securities $ 827,223 $ - $ - $ 827,223~~

~~Money market securities 3,725,219 - - 3,725,219~~

~~Bitcoin 37,802 - - 37,802~~

~~Bitcoin receivable 222 - - 222~~

~~Prepaid expenses and other current assets~~

~~Investments at fair value 15,430 - - 15,430~~

~~Derivative asset - - 22,680 22,680~~

~~Liabilities included in:~~

~~Warrant liability - - 632,060 632,060~~

Note 19: SEGMENT REPORTING 5 changes

The Company currently has one operating segment , Bitcoin Mining, which through operations produces bitcoin to generate revenue. The CODM for the Company consists of the CEO and CFO. The CODM reviews the performance of the Company's operating segment primarily based on operating income when deciding on allocating resources between reinvesting in Bitcoin Mining or exploring alternative deployment of resources. Asset information is not regularly provided to the CODM for resource allocations. In future periods, the Company expects to have an additional segment related to construction of data centers for HPC tenants when leases for those data centers commence operations.

Prior to the third quarter of 2026, the Company had one operating and reportable segment, Bitcoin Mining. In connection with the commencement of the initial phase of the Black Pearl Facility Lease in August 2026, the CODM began regularly reviewing discrete financial information for the Company's HPC leasing activities to assess performance and allocate resources. As a result, beginning in the third quarter of 2026, the Company has two operating segments, Bitcoin Mining, which through operations produces bitcoin to generate revenue, and HPC Leasing through which data centers are constructed and leased to tenants for HPC. The CODM for the Company consists of the CEO and CFO. The CODM reviews the performance of the Company's operating segments primarily based on operating income when deciding on allocating resources. As a result, the Company retrospectively recast prior period results by segment to conform to the current period presentation. Asset information by reportable segment is not regularly provided to the CODM for resource allocations and, accordingly, segment asset information is not presented.

The Company's revenues, significant expenses, operating income, and net income by segment for the three months ended September 30, 2026, and 2025 are summarized in the following table (in thousands):

Three Months Ended September 30, 2026

Bitcoin Mining HPC Leasing Consolidated

Note 20: INCOME TAXES 2 changes

The determination of income tax expense in the unaudited condensed consolidated statements of operations is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company recorded an income tax benefit of approximately 0.2 % of income before taxes and 8.4 % of loss before taxes for the three months ended September 30, 2026 and 2025, respectively, and income tax expense of approximately 0.2 % and 0.9 % of loss before taxes for the nine months ended September 30, 2026 and 2025, respectively.

The Company's income tax expense is primarily driven by state income taxes.

Note 21: SUBSEQUENT EVENTS 4 changes

1 unchanged paragraph

~~On July 23, 2026, the Company entered into an option agreement to acquire a 900 MW site in Texas.~~

~~On July 24, 2026, the Company amended the HPC lease at the Black Pearl Facility, which accelerated delivery of the first capacity to early August.~~

On October 16, 2026, the Company exchanged approximately $ 165.9 million of principal amount of the 2030 Convertible Notes for approximately 40.7 million shares of common stock. Following this exchange, approximately $ 6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.

On October 16, 2026, the Company issued $ 850.0 million aggregate principal of the 2032 Convertible Notes. The 2032 Convertible Notes are senior, unsecured obligations of the Company and will mature on November 1, 2032, unless earlier repurchased, redeemed or converted. The initial conversion rate is 65.3211 shares of the Company's common stock per $1,000 principal amount of the 2032 Convertible Notes, which represents an initial conversion price of approximately $ 15.31 per share of the Company's common stock. The Company granted the initial purchasers an option to purchase up to an additional $ 150.0 million aggregate principal amount of the 2032 Convertible Notes, which expired without being exercised. In connection with the pricing of the 2032 Convertible Notes, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions"). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that initially underlie the 2032 Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to the Company's common stock upon any conversion of the 2032 Convertible Notes, and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2032 Convertible Notes, as the case may be with such reduction and/or offset subject to a cap. The cost of the Capped Call Transactions was approximately $ 89.7 million. With the net proceeds of the 2032 Convertible Notes, the Company funded capped call transactions, and the Company expects to use the remaining proceeds to fund the additional equity investment at Barber Lake, continue to develop its sites, and for general corporate purposes.

MD&A 147 changes

6 unchanged paragraphs

Our data center portfolio consists of approximately ~~5.3~~ 4.3 gigawatts ("GW") of grid capacity across 11 sites, at various stages of interconnection, as well as on-site generation capacity from the development of lateral pipelines capable of delivering natural gas sufficient to support up to 2.5 gigawatts of generation across multiple sites. We are currently developing 700 MW of HPC data center facilities across three sites for hyperscaler tenants, and we currently operate approximately 207 MW of capacity at one bitcoin mining data center in Texas. We also maintain a grid pipeline of approximately ~~4.4~~ 3.4 GW across ~~seven~~ six sites in Texas and one additional site in Ohio.

1 unchanged paragraph

~~On July 23, 2026, we entered into an option agreement to acquire a 900 MW site in Texas.~~

~~On July 24, 2026, we amended the HPC lease at the Black Pearl Facility, which accelerated delivery of the first capacity to July 31, 2026.~~

A significant component of our current and future growth is expected to be generated through the development of our existing portfolio and acquisition of new sites. We are focused on developing the remaining sites in our pipeline for future HPC tenants, and evaluating additional sites, locations, and partnerships to expand our pipeline that are suitable for HPC tenants. From time to time, we may also look to sell individual assets that we do not consider to be core to our business and growth strategy. For further details on our pipeline of future sites that we expect to be suitable for HPC, see " Business—Site Pipeline " of our ~~Annual Report on~~ 2025 Form 10-K.

On October 16, 2026, we exchanged approximately $165.9 million of principal amount of the 1.75% Convertible Senior Notes due 2030 (the "2030 Convertible Notes") for approximately 40.7 million shares of common stock. Following this exchange, approximately $6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.

On October 16, 2026, we issued $850.0 million aggregate principal of 0.00% Convertible Senior Notes due 2032 (the "2032 Convertible Notes"). The 2032 Convertible Notes will mature on November 1, 2032, and have an initial conversion price of approximately $15.31 per share of our common stock. In connection with the pricing of the 2032 Convertible Notes, we entered into privately negotiated capped call transactions (the "Capped Call Transactions"). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the 2032 Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2032 Convertible Notes, and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2032 Convertible Notes, as the case may be with such reduction and/or offset subject to a cap. The cost of the Capped Call Transactions was approximately $89.7 million. With the net proceeds of the 2032 Convertible Notes, we funded capped call transactions, and expect to use the remaining proceeds to fund the additional equity investment at Barber Lake, continue to develop our sites, and for general corporate purposes.

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The following table presents information about our Bitcoin inventory for the ~~six~~ nine months ended ~~June~~ September 30, 2026, including bitcoin production and sales of bitcoin (dollar amounts in thousands):

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~~Ending balance 646 $ 37,802~~

Bitcoin received from mining activities ~~798 60,129~~ 1,095 80,908

Proceeds from sales of bitcoin ~~(1,619) (123,428)~~ (2,252) (168,941)

Realized losses on sale of bitcoin — ~~(47,732)~~ (47,251)

Unrealized gains on fair value of bitcoin — ~~20,661~~ 33,055

Ending balance 310 $ 25,943

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Bitcoin Mining Revenue

Our ~~current~~ bitcoin mining revenue consists of bitcoin earned through mining activities at the Odessa and Black Pearl Facilities. We currently participate in third-party mining pools to mine bitcoin. The provision of computing power in accordance with the mining pool operator's terms of service is the only performance obligation in our contract with the mining pool operator. We are entitled to a fractional share of the set cryptocurrency award from the mining pool operator (referred to as a "block reward") and potentially transaction fees generated from blockchain users and distributed to individual miners by the mining pool operator.

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HPC leasing revenue is generated by leasing data center capacity and providing related services to our tenants. These lease arrangements contain fixed payments for base rent of the data center, as well as variable components for certain operating expenses, primarily power, which are provided to tenants at cost and are recorded on a gross basis in HPC leasing revenue and Cost of revenue - HPC leasing.

Cost of revenue - bitcoin mining

Cost of revenue for bitcoin mining consists of direct production costs of for our bitcoin mining ~~operations,~~ data centers, primarily electricity expenses, as well as other facilities costs, but excludes depreciation which is separately stated.

Cost of revenue - HPC leasing

Cost of revenue for HPC leasing consists of direct production costs for our HPC data centers, primarily electricity expenses, as well as other facilities costs, but excludes depreciation which is separately stated. As part of our lease arrangements, certain operating expenses, primarily power, which are provided to tenants at cost and are recorded on a gross basis in HPC leasing revenue and Cost of revenue - HPC leasing.

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Our depreciation expense consists mainly of depreciation for our miners and mining equipment, as well as depreciation associated with leasehold improvements and other capitalized assets. We capitalize the cost of our mining machines and record depreciation expense on a straight-line basis over the estimated useful life of the machines, which is generally three years. Leasehold improvements include capitalized asset retirement costs, which are amortized over the estimated useful life of the related asset. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease.

General and administrative expenses represent insurance expense, rent expense, professional fees, including accounting and audit, consulting, legal, public relations and/or investor relations expenses, non-income taxes and licenses, travel, and other expenses. We expect our general and administrative fees to remain high as we incur the ongoing costs of operating as a public company, including increased director and officer insurance costs, and increased travel and conference participation expenses.

Depreciation and amortization

Our Depreciation and amortization expense consists primarily of depreciation on our miners and mining equipment, and other capitalized assets placed into service related to construction of our data centers. We record depreciation expense on a straight-line basis over the estimated useful lives of the equipment.

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Our provision for income taxes primarily consists of ~~U.S. deferred federal~~ state income taxes. A valuation allowance is recorded against substantially all of our net deferred tax assets, which are composed primarily of federal and state net operating loss carryforwards, stock-based compensation, intangible assets other than goodwill, investments in joint ventures and lease liabilities; in addition, we have deferred tax liabilities resulting from our derivative and right-to-use assets. Our ability to offset our deferred tax liabilities with our deferred tax assets is limited due to restrictions on the ability to offset taxable income by more than eighty percent with federal net operating losses. As a result, we have recorded a deferred tax liability for the amount of future taxable income that is not expected to be covered by net operating losses. We evaluate our ability to recognize our deferred tax assets annually by considering all positive and negative evidence available as prescribed by the Financial Accounting Standards Board ("FASB") under its general principles of Accounting Standards Codification ("ASC") 740, Income Taxes .

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~~Three Months Ended June 30, Six Months Ended June 30,~~

~~Revenue - bitcoin mining $ 24,837 $ 43,565 $ 59,675 $ 92,524~~

Three Months Ended September 30, Nine Months Ended September 30,

Revenue - bitcoin mining $ 20,849 $ 71,707 $ 80,524 $ 164,231

Revenue - HPC leasing

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~~Cost of revenue (15,046) (15,330) (32,751) (30,224)~~

~~Compensation and benefits (42,359) (15,659) (77,362) (29,962)~~

~~General and administrative (16,479) (9,078) (28,220) (18,029)~~

~~Depreciation and amortization (19,365) (44,086) (38,379) (87,553)~~

Cost of revenue - bitcoin mining

Cost of revenue - HPC leasing

Compensation and benefits (38,555) (14,445) (115,917) (44,407)

General and administrative (26,359) (8,167) (54,578) (26,196)

Depreciation and amortization (18,821) (59,549) (57,200) (147,102)

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~~Power sales 2,295 1,376 4,433 2,367~~

Power sales 4,251 2,335 8,684 4,702

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Realized ~~(losses)~~ gains (losses) on sale of bitcoin

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~~Total costs and operating expenses (103,373) (88,808) (252,780) (175,855)~~

Total costs and operating expenses (98,616) (109,324) (351,396) (285,179)

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~~Interest income 35,861 296 67,451 486~~

~~Interest expense (66,736) (1,137) (125,894) (1,914)~~

~~Change in fair value of warrant liability (150,510) - (106,900) - (7,241) 1,220 (22,623) 1,064 (188,626) 379 (187,966) (364)~~

Interest income 32,684 457 100,135 943

Interest expense (58,994) (1,286) (184,888) (3,200)

Change in fair value of warrant liability 127,180 31,860 20,280 31,860

Other income (expenses)

Total other income (expense)

Income (loss) before taxes

Current income tax benefit (expense)

Deferred income tax (expense) benefit

Total income tax benefit (expense)

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Revenue for the three months ended June 30, 2026 was $24.8 million compared to $43.6 million for the three months ended June 30, 2025 and was generated from bitcoin mining operations at the Odessa Facility. The year over year decrease was driven by lower bitcoin prices in the current quarter compared to the prior year quarter, partially offset by an increase in total bitcoin mined.

Net income (loss) available for common stockholders

Comparative Results for the Three Months Ended ~~June~~ September 30, 2026 and 2025

Total revenue for the three months ended September 30, 2026 was $26.7 million compared to $71.7 million for the three months ended September 30, 2025.

Bitcoin mining revenue was $20.8 million, a decrease of $50.9 million, and was generated from bitcoin mining operations at the Odessa Facility. The decrease was primarily driven by a decrease in bitcoin mined following the cessation of mining operations at the Black Pearl Facility in February 2026 in connection with its conversion into an HPC data center

HPC leasing revenue was $5.9 million following commencement of the initial phase of the Black Pearl Facility Lease in August 2026. HPC leasing revenue consisted primarily of $5.2 million of fixed lease payments recognized on a straight-line basis. There was no HPC leasing revenue in the prior year period.

Cost of revenue - bitcoin mining

Bitcoin mining cost of revenue for the three months ended ~~June~~ September 30, 2026 was ~~$15.0~~ $14.6 million, compared with ~~$15.3~~ $26.7 million for the three months ended ~~June~~ September 30, 2025, and consisted primarily of power costs at our Odessa data center, which has a fixed power cost. The decrease was primarily due to lower power costs following the cessation of mining at the Black Pearl Facility.

Cost of revenue - HPC Leasing

HPC leasing cost of revenue for the three months ended September 30, 2026 was $0.7 million. Included in HPC leasing cost of revenue are costs passed on to our tenants, which are recognized as revenue.

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Compensation and benefits for the three months ended ~~June~~ September 30, 2026 was ~~$42.4~~ $38.6 million, compared to ~~$15.7~~ $14.4 million for the three months ended ~~June~~ September 30, 2025. The increase is primarily due to stock-based compensation. ~~related to awards granted in the current year.~~

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General and administrative expenses increased by ~~$7.4~~ $18.2 million to ~~$16.5~~ $26.4 million during the three months ended ~~June~~ September 30, 2026 from ~~$9.1~~ $8.2 million for the three months ended ~~June~~ September 30, 2025. The increase was primarily driven by increased charitable contributions, and legal fees in the current quarter related to strategic initiatives, as well as insurance related to construction.

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Depreciation and amortization for the three months ended ~~June~~ September 30, 2026 was ~~$19.4~~ $18.8 million, a decrease of ~~$24.7~~ $40.7 million compared to Depreciation and amortization of ~~$44.1~~ $59.5 million for the three months ended ~~June~~ September 30, 2025. The decrease was primarily due to asset write-downs related to our mining business, and fewer assets in service in the current year due to sales of mining rigs.

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Change in fair value of power purchase agreement was a ~~$5.9~~ $13.9 million loss for the three months ended ~~June~~ September 30, 2026 and was driven by the fair value of the Luminant Power Agreement. The estimated fair value of power purchase agreement was derived from Level 2 and Level 3 inputs, and, due to a lack of quoted prices for similar type assets, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years. The loss was driven by a decrease in the forward curve for power prices as well as less time remaining on the contract.

At the Odessa Facility we sold excess electricity that was available under the Luminant Power Agreement back to the ERCOT market through Luminant. We sold power for proceeds of ~~$2.3~~ $4.3 million and ~~$1.4~~ $2.3 million for the three months ended ~~June~~ September 30, 2026, and 2025, respectively. Power sales fluctuate each period based on power and bitcoin prices which are both volatile.

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There were no Equity in losses of equity investees for the three months ended ~~June~~ September 30, 2026 compared to ~~$1.7~~ $1.5 million for the three months ended ~~June~~ September 30, 2025. Equity in losses of equity investees consisted of our 49% share in the losses generated by our three partially-owned mining sites prior to selling our interests in February 2026.

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~~Other (losses) income~~

Other losses totaled $188.6 million for the three months ended June 30, 2026, compared to Other income of $0.4 million for three months ended June 30, 2025. The loss in the current quarter is primarily related to the change in fair value of our Warrant liability.

Unrealized gains on fair value of bitcoin totaled ~~$16.9~~ $12.4 million for the three months ended ~~June~~ September 30, 2026, compared to ~~$17.1~~ $0.1 million for the three months ended ~~June~~ September 30, 2025. Unrealized gains on fair value of bitcoin is driven by the cost of bitcoin mined compared to the price of bitcoin at the end of the period.

Realized gains (losses) on sale of bitcoin

Realized ~~losses~~ gains on sale of bitcoin totaled ~~$23.5~~ $0.5 million for the three months ended ~~June~~ September 30, 2026 compared to ~~$3.6~~ $7.5 million for the three months ended ~~June~~ September 30, 2025. Realized ~~losses~~ gains on sale of bitcoin is a result of selling bitcoin at prices different from the cost basis.

Other operating (losses) income

Other operating losses were $2.7 million for the three months ended September 30, 2026, compared to other operating income of $0.1 million for the three months ended September 30, 2025. The current period primarily consisted of costs incurred at the Barber Lake Facility prior to lease commencement.

Other income (losses)

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and 67 more changes in the filing

Market risk 1 change

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We hold bitcoin on our inventory at fair value, and as such we are exposed to the impact of the change in bitcoin price. As of ~~June~~ September 30, 2026, we had ~~646~~ 310 bitcoin in inventory. A 10% decrease in the price of bitcoin would result in an estimated ~~$3.8~~ $2.6 million increase in Net loss for the ~~six~~ nine months ended ~~June~~ September 30, 2026.

Controls and procedures 4 changes

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We conducted an evaluation of the effectiveness of our "disclosure controls and procedures" ("Disclosure Controls"), as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of ~~June~~ September 30, 2026, the end of the period covered by this Quarterly Report. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, with the goal being that the information required to be disclosed by us in reports filed with the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective at the reasonable assurance level as of ~~June~~ September 30, 2026.

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In the course of preparing our financial statements for the quarterly period ended September 30, 2026, management implemented enhanced internal controls over financial reporting related to our HPC leasing segment including design and operation of controls over revenue recognition related to leasing arrangements, and the completeness and accuracy of costs and related liabilities associated with capital projects.

We will continue to monitor and evaluate the effectiveness of these measures and are committed to taking further action and implementing additional improvements as necessary.

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~June~~ September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 53 changes

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Our ability to successfully develop and operate projects is impacted by the availability of, and access to, interconnection facilities and transmission and generation systems, and is subject to third-party risks.

In recent years, the time and costs required to secure and expand interconnection facilities and transmission systems have increased, complicating project planning and creating additional contractual and financial risk for projects under construction. We may face difficulties in securing access to interconnection facilities and transmission systems for our data centers in a timely manner and at a reasonable cost as well as may face curtailment resulting from transmission or generation facility downtime, which could materially and adversely affect our results of operations and cash flow.

We are dependent on third parties for the construction of substations at our data centers and the delivery systems facilities, and timely performance by such third parties is critical to achieving target milestone dates and commencement of rent payments under our leases.

Any failure by our contractors (or replacement contractors) to complete the necessary interconnection facilities and transmission and generation systems to operate our data centers may result in increased construction costs, delays in construction timeline, delay of rent commencement and potential breach and termination of our leases, any of which could materially and adversely affect our operations.

We depend on third parties for our engineering, procurement and construction ("EPC") work, including transmission and distribution utilities, grid operators, electric utility providers and manufacturers of certain critical and specialized equipment for the construction and operation of our data centers, and rely on components and raw materials that may be subject to price fluctuations or shortages.

Although we have established an in-house team of dedicated EPC professionals, we have and will continue to engage third-party providers to carry out various services and to obtain necessary infrastructure equipment that are critical to the successful operation of our data centers.

The availability of third parties and the successful and satisfactory completion of the relevant services and delivery of equipment are critical to our successful construction of our data centers and ultimately our ability to retain our tenants. There is no assurance that the third parties that we contract with will deliver equipment and/or services on a timely basis, within cost estimates, or at all, and we may incur significant additional costs to find alternative sources for the required EPC work in the case that the existing or planned contracted parties are unable to fulfill their obligations.

We also depend on third parties, including transmission and distribution utilities like Oncor Electric Delivery Company LLC ("Oncor") and American Electric Power ("AEP"), the Texas grid operator, ERCOT, and manufacturers of critical components for our mining equipment and our data centers, which may be subject to price fluctuations or shortages. For example, our operations require approval to operate from Oncor, AEP and/or ERCOT, which can be onerous to obtain. If Oncor, AEP and/or ERCOT delay in providing such approval, or change the requirements to operate HPC facilities, our business plans may be disrupted and our results of operations may be negatively affected.

We are also reliant on critical equipment to supply power to our data center facilities and we are exposed to the risk of disruptions or other failures in the overall global supply chain for related data center hardware. See also " Item 1A. Risk Factors — Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could have material adverse effect on our business, financial condition and results of operations ." included in our 2025 Form 10-K. If this critical equipment malfunctions or we have delays in the ability to fix such equipment, it could adversely affect our operations and financial results.

~~We face significant risks related to the cost and availability of labor.~~

Our success is heavily dependent on our ability to secure labor for the construction of our data centers within our timeline and budgeted costs. Construction, operation and maintenance of our data centers requires highly skilled personnel. There may be a limited supply of such personnel as a result of many factors, including intense competition to attract and retain the services of such persons. As a result, we and our contractors, including EPC contractors, may face shortages of qualified labor to construct, manage and operate our data centers, higher than anticipated labor costs or an inability to monitor, motivate and retain qualified personnel. An inability to recruit and retain such individuals could decrease productivity in the construction and operations of our data centers. Competition for skilled personnel could also require us and our contractors, including EPC contractors, to pay higher wages, which could also result in higher labor costs and result in our actual costs exceeding our budget estimate.

This competition may increase as additional data center and other large-scale infrastructure projects are developed and constructed in the United States, including in West Texas where our data centers are located, and any labor shortages affecting the region may materially and adversely affect our ability to successfully construct our data centers within our current estimated timeline and budget. Labor is subject to external factors that are beyond our control, including our industry's highly competitive market for skilled workers and leaders, cost inflation, overall macroeconomics, workforce participation rates, pandemics, epidemics, and other health risks and/or labor disputes or work stoppages. If we are not able to attract and retain qualified personnel for the construction of our data centers, this could have a material adverse effect on our business, results of operations and cash flow.

~~The value of our data centers may be adversely affected by changes in government regulation possibly motivated by community opposition.~~

We are focused on whether and how existing and changing federal, state and local laws, regulations and ordinances may affect our business. There can be no assurance that changing government policy and/or growing community opposition to data center development in the markets in which our data centers are located will not materially and adversely impact the development and/or operations of them. Any potential new community plan and any resulting zoning restrictions could impose stricter requirements on our data centers. Any such new ordinances and/or changes in government policy that prevent our data centers from operating or from continuing to develop as planned may reduce revenue.

Concerns about the power and resources consumed by data centers have garnered organized opposition from environmental, agricultural preservation and anti-growth groups, and any such opposition that may impact data center development in the states in which our data centers will be operated may have an adverse effect on our data center operations. In addition, growing public skepticism and resistance to AI, including concerns about AI's impact on employment, privacy, safety and broader societal implications, may intensify opposition to infrastructure projects that are perceived as enabling or accelerating AI development. Construction of our data centers may face heightened scrutiny and opposition from groups that are critical of the AI industry, even if otherwise receptive to data center development. Disapproval from local communities or other interested parties may lead to direct action that could impede our tenants' ability to commence or carry out operations at our data centers, resulting in reputational damage and difficulty in developing and constructing our data centers or renewing or re-leasing our data centers in the event that our tenants decide not to extend their lease. There may be community opposition regarding concerns about power facilities, including the conversion of agricultural or open land to solar installations, the visual impact of large-scale solar arrays, potential impacts on local property values, perceived fire or safety risks associated with battery energy storage systems, and the routing of new transmission lines through residential or agricultural areas. Any resulting disruption in our power supply to our data centers as a result may result in our inability to meet our obligations under our leases.

Any such community opposition may include undertaking legal proceedings (including challenges to required governmental approvals), seeking orders to prevent part or all of our operations, media campaigns and protests. If such community members are successful in any such campaigns, the construction and operation of our data centers may be delayed, suspended or abandoned, or we may not be able to obtain the permits and approvals needed to carry out commercial operations. These outcomes could adversely affect our ability to realize revenue from our data centers, including our tenants' ability to satisfy their rent payment obligations, and therefore could impact our financial performance.

In response to such concerns and political opposition, a growing number of other state legislatures, county boards, city councils and other local governing bodies have enacted, or are considering enacting, temporary or permanent moratoria, restrictive zoning amendments, heightened permitting requirements and other land use limitations that prohibit or significantly constrain the development of new data centers, solar energy facilities, battery energy storage systems, gas-fired generation facilities or related infrastructure. These actions are often driven by concerns regarding potential for strain on local electrical grids and water supplies, visual and noise impacts, potential property devaluation, loss of agricultural land, fire risks and the perceived limited local economic benefit of such facilities after construction is completed. We cannot predict whether similar moratoria or restrictive land use regulations will be adopted in the states where our data centers will be operated. If any moratoria or restrictive regulations are adopted, we may be forced to abandon the project, relocate to alternative sites that may be less desirable or more costly to develop, or incur significant unrecoverable costs for land acquisition, permitting, engineering and equipment procurement. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

~~Construction of our data centers includes significant safety risks.~~

Construction of our data centers may involve personal safety hazards for construction workers and other personnel on site, which could include electrocution, fire, mechanical failures, weather-related incidents, transportation accidents and damage to equipment. Any such incidents could result in personal injury and loss of life, severe damage to or destruction of our data centers or equipment and other consequential damages and could lead to delays in construction, large damage claims and, in extreme cases, criminal liability. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to property or persons, including claims for bodily injury or loss of life, could result in significant costs and liabilities, which could adversely affect our ability to complete construction of our data centers. Poor safety performance could also jeopardize our relationships with our tenants, negatively impact employee morale and harm our reputation.

Risks Related to Regulatory Framework

We may face electricity market risks relating to changes in laws, regulations and requirements of market operators, network operators and/or regulatory bodies, including with respect to interconnection of facilities of large electrical loads to the ERCOT grid (including ERCOT's batch study process for large load interconnection requests and related governmental reviews), grid stability, voltage ride-through, frequency ride-through and curtailment obligations.

Certain governments and regulators are increasingly focused on the energy and environmental impact of HPC services and bitcoin mining. This has led, and could lead, to new governmental measures regulating, restricting or prohibiting the use of electricity for data center operators in the HPC industry, or could result in increased power costs for these types of power consumers. See "- Operating HPC data centers is energy-intensive, which may have a negative environmental impact. Changing environmental regulation and public energy policy may expose our business to new risks." For example, in 2025, the Texas legislature enacted legislation SB 6 to support ERCOT's grid reliability by proposing minimum transmission rates on certain large loads and removing phantom loads from its interconnection queue to enhance accuracy of actual future load growth. SB 6 requires the PUCT and ERCOT to create new processes and impose new requirements for the interconnection of facilities with large electrical loads of at least 75 MWs to the ERCOT system. SB 6 also requires security type payments as part of the initial interconnection request, and creates a new approval that is required for co-location of generation with large loads.

In September 2026, the PUCT adopted rules implementing SB 6's large-load interconnection standards, including requirements relating to financial security, disclosures, interconnection agreements and funding of direct interconnection costs. These requirements became effective on October 8, 2026. SB 6 also requires the PUCT to amend its wholesale transmission cost-allocation rules by December 31, 2026, and the PUCT is considering measures that could require large loads to bear a greater share of transmission system upgrade costs, to pay minimum demand charges based on contracted peak demand and to move from the current four coincident peak ("4CP") cost-allocation methodology to a twelve coincident peak ("12CP") methodology, any of which could increase our or our tenants' transmission-related costs. SB 6 further directs the PUCT and ERCOT to establish curtailment and demand-management obligations for large loads, including protocols to curtail large loads interconnected at transmission voltage after December 31, 2025 during firm load-shed events.

In addition, ERCOT has amended and continues to evaluate its processes for interconnection of large electrical loads to the ERCOT grid. In December 2025, ERCOT announced amendments to the approval process for large load interconnection requests and has since implemented a batch study process under which large load interconnection requests are grouped and evaluated collectively in periodic study cycles rather than on a first-come, first-served basis. The initial study under this process, known as "Batch Zero," was established through revisions to ERCOT's Planning Guide and Nodal Protocols that the PUCT approved on June 18, 2026, with an effective date of July 11, 2026. Under Batch Zero, large loads are classified as base load, studied load, or load that has not met the criteria for inclusion and will require study in a future process. The approval of any individual request may depend on the aggregate load requested in the same batch, the results of system-wide reliability studies and the scope and cost of required network upgrades, and our requests could be delayed to a later study cycle, conditioned on our funding network upgrades or posting financial security, or approved at less than the requested load. These developments, along with requirements relating to grid stability, voltage ride-through and frequency ride-through that ERCOT has adopted for large computational loads, and curtailment obligations, could increase costs, delay project timelines, or impose additional operational constraints. On August 3, 2026, the Governor of Texas directed the PUCT and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT's interconnection process before additional data centers are approved to move forward, including the collection of project-level information regarding public financial incentives, reliance on the ERCOT grid versus on-site generation, water use and community impacts. ERCOT has indicated that its process to verify large loads included in Batch Zero is expected to take several months, and on August 20, 2026, the PUCT granted ERCOT's request for additional time to develop and implement that process. We have completed submissions in connection with ERCOT's initial Batch Zero eligibility verification and state and community impact review processes. ERCOT currently expects to issue the related reports by December 10, 2026. In the meantime, ERCOT has temporarily paused certain energization approvals for large data center loads pending completion of that process. We cannot predict the scope, duration or outcome of these reviews or any requirements or legislation that may result, and they could delay or prevent the interconnection or energization of our data centers. In 2024, the PUCT also required operators of large virtual currency mining operations connected to register their facilities with the PUCT. See "Business- Government Regulation" in our Annual Report on Form 10-K.

We are subject to environmental, health and safety laws and regulations, including applicable zoning, building-code and energy-efficiency standards and worker health and safety laws and regulations, and these laws and regulations and any changes to them may materially adversely affect our brand, reputation, business, results of operations and financial position.

We and our operations and properties are subject to laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in the jurisdictions in which we operate. These laws and regulations may impose numerous obligations that are applicable to us, including acquisition of a permit or other approval before conducting construction or regulated activities; restrictions on the types, quantities and concentration of materials that can be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands or areas with endangered plants or species; imposition of specific health and safety standards addressing worker protection from work related health and safety risks; imposition of certain zoning, building code and energy-efficiency standards for the sites at which we operate; and imposition of significant liabilities for pollution, including investigation, remedial and clean-up costs, which can be joint and several. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations, among other sanctions, that could have a material adverse effect on our financial position, results of operations and cash flows. Failure to obtain, secure renewal of, or maintain, permits or tightening of restrictions within our permits, or the failure to meet the zoning, building code, health and safety and energy-efficiency standards imposed by regulations applicable to our sites, could have a material adverse effect on our business, including our ability to recruit and retain personnel, or cause us to incur material expenses. Moreover, it is not uncommon for neighboring landowners, community groups, activists and other third parties to file claims for personal injury, property damage and nuisance allegedly caused by noise or the release of hazardous substances into the environment.

For example, on September 21, 2026, the Governor of Texas directed the Texas Commission on Environmental Quality ("TCEQ") to halt all permits sought by data centers in Texas until completion of ERCOT's audit of data centers in its interconnection queues. Although we do not expect the permitting pause to have a material impact on our near-term development timeline, the pause could delay future projects, expansions or modifications requiring additional or amended TCEQ authorizations. On-site gas-fired generation at our facilities could require air quality permits under the Clean Air Act and analogous Texas laws, including New Source Review requirements, and changes in federal or state emissions standards or permitting requirements could delay or prevent such generation or increase our costs.

In addition, a number of governments or governmental bodies have introduced or are contemplating environmental and energy legislative and regulatory changes in response to the increasing focus on power consumption required to operate industrial-scale data centers. A changing legislative environment could create economic and regulatory uncertainty for our business because the industries in which we operate, with their high energy demand, could become targets for future environmental and energy regulations.

The trend of increased environmental regulation is not linear and can fluctuate depending on the administration and jurisdiction, even within the same county. For example, although the Trump Administration initially withdrew the U.S. from the Paris Agreement in November 2020, the U.S. reentered the Paris Agreement in February 2021 under the Biden Administration, but the Trump Administration again withdrew from the Paris Agreement on January 20, 2025. Though we are closely following developments in this area and changes in the regulatory landscape in the United States, we cannot predict with precision or quantify how or when challenges may arise and ultimately impact our business.

Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, costs to purchase renewable energy credits or allowances, and other costs to comply with such regulations. Specifically, imposition of a tax or other regulatory fee in jurisdictions where we operate or on electricity that we purchase could result in substantially higher energy costs, and due to the significant amount of electrical power required to operate bitcoin mining machines, could in turn put our facilities at a competitive disadvantage. Any future climate change regulations could also negatively affect our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increasing awareness of climate change and any negative publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could have a material adverse effect on our financial position, prospects, results of operations and cash flows.

Risks Related to our Indebtedness

1 unchanged paragraph

As of September 30, 2026, our total consolidated indebtedness amounted to $6,016 million. In May 2025 and September 2025, we completed offerings of our 2030 Convertible Notes, 2031 Convertible Notes, from which we incurred $172.5 million and $1,300.0 million of additional indebtedness, respectively. In October 2026, we exchanged approximately $165.9 million of principal amount of the 2030 Convertible Notes for approximately 40.7 million shares of our common stock. Following this exchange, approximately $6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.

As of June 30, 2026, our total consolidated indebtedness amounted to $6,016 million. In May 2025 and September 2025, we completed offerings of our 2030 Convertible Notes and 2031 Convertible Notes, from which we incurred $172.5 million and $1,300.0 million of additional indebtedness, respectively. Additionally, in November 2025, Cipher Compute LLC, our wholly owned indirect subsidiary, incurred $1,733.0 million of indebtedness from offerings of $1,400.0 million and $333.0 million of our senior secured notes due 2030. In February 2026, Black Pearl Compute LLC, our wholly owned indirect subsidiary, incurred $2.0 billion of 6.125% senior secured notes due 2031. In March 2026, we entered into a $200.0 million revolving credit facility (the "Revolving Credit Facility"), under which, as of September 30, 2026, we had nothing drawn on revolving borrowings and $40.6 million of letters of credit outstanding. In June 2026, Stingray Compute LLC, our wholly owned indirect subsidiary, incurred $810.0 million of 6.000% senior secured notes due 2031. In October 2026, we completed an offering of our 2032 Convertible Notes, from which we incurred $850.0 million of additional indebtedness. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

7 unchanged paragraphs

We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change or on a specified optional repurchase date or to pay any cash amounts due upon maturity or conversion of the Convertible Notes, and our other indebtedness may limit our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion.

Holders of the Convertible Notes may, subject to limited exceptions, require us to repurchase their Convertible Notes on May 15, 2028 (for the 2030 Convertible Notes), October 1, 2029 (for the 2031 Convertible Notes) and November 1, 2030 (for the 2032 Convertible Notes), and following a fundamental change, at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any. Upon maturity of the Convertible Notes, we must pay their principal amount and accrued and unpaid special interest and additional interest, if any, in cash, unless they have been previously repurchased, redeemed or converted.

In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock.

We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and the agreements that we may have in the future governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase Convertible Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the applicable indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of such notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

The issuance costs for the Convertible Notes are treated as a debt discount for accounting purposes and will be amortized into interest expense over the term of the Convertible Notes. As a result of this amortization, the interest expense that we expect to recognize for the Convertible Notes for accounting purposes will be greater than the cash special interest or additional interest payments, if any, we may be required to pay on the Convertible Notes, which will result in lower reported income.

In addition, the shares underlying the Convertible Notes are reflected in our diluted earnings per share using the "if converted" method. Under that method, diluted earnings per share is generally calculated assuming that all the Convertible Notes were converted solely into shares of our common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the Convertible Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no investors convert their Convertible Notes and could materially reduce our reported working capital.

The capped call transactions may affect the value of the 2031 Convertible Notes and the 2032 Convertible Notes and the market price of our common stock.

In connection with the issuance of the 2031 Convertible Notes and the 2032 Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions (collectively, the "option counterparties"). The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2031 Convertible Notes or the 2032 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2031 Convertible Notes or 2032 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties entered into various derivative transactions, which may be exited in the future. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling shares of our common stock or other securities of ours in secondary market transactions prior to the maturity of the applicable Convertible Notes (and are likely to do so during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the applicable Convertible Notes and following any early conversion, repurchase or redemption of such notes, if we exercise the relevant election to terminate the corresponding portion of the capped call transactions). This activity could cause or avoid an increase or a decrease in the market price of our common stock.

We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as planned.

The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties' performance under the capped call transactions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution, the effect of which would not be compensated for, than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.

In addition, the terms of the capped call transactions are complex, and they may not operate as planned. For example, the terms of these transactions may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. Accordingly, the capped call transactions may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the capped call transactions.

The capped call transactions are separate transactions (in each case entered into between us and the option counterparties), are not part of the terms of the 2031 Convertible Notes or the 2032 Convertible Notes and will not change the holders' rights under the 2031 Convertible Notes or the 2032 Convertible Notes.

The issuance of shares of our common stock upon conversion of the Convertible Notes and in exchange transactions will dilute the ownership interests of our stockholders and could depress the trading price of our common stock.

Upon conversion of the Convertible Notes, we will satisfy part or all of our conversion obligations in shares of our common stock. The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders, which could depress the trading price of our common stock. In addition, the market's expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual conversions. Moreover, the expectation of conversions could encourage the short selling of our common stock, which could place further downward pressure on the trading price of our common stock. In addition, in October 2026, we issued 40.7 million shares of our common stock in exchange transactions with certain holders of the 2030 Convertible Notes, and we may engage in additional exchanges of, or repurchases of, Convertible Notes. Holders that participate in any such exchanges may purchase or sell shares of our common stock or enter into or unwind derivative transactions in connection with hedge positions, which could adversely affect the market price of our common stock, and any issuance of shares in such exchanges will dilute our existing stockholders.

Other information 13 changes

~~(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.~~

~~Amended and Restated Executive Officer Employment Agreements~~

On August 4, 2026, we entered into amended and restated employment agreements (the "Employment Agreements") with each of our executive officers, including Tyler Page, Chief Executive Officer; William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary; Patrick Kelly, Co-President and Chief Operating Officer, and Gregory Mumford, Chief Financial Officer (collectively, the "Executives"). The Employment Agreements supersede and replace each of the Executives' prior employment agreements entered into with us.

The Employment Agreements provide for an initial three-year term with automatic one-year renewal periods unless either party gives written notice of non-renewal at least ninety (90) days prior to the end of the then applicable term; provided, however, that we may not deliver a notice of non-renewal to the Executives during the twenty-four (24) month period following a Change in Control (as defined in the Cipher Mining Inc. 2021 Incentive Award Plan, as amended from time to time, the "Incentive Award Plan") (such period, the "CIC Period"). The Employment Agreements provide that Messrs. Page, Iwaschuk, Kelly and Mumford will receive an annual base salary of $1,000,000, $600,000, $600,000 and $500,000, respectively, which may be increased (but not decreased) from time to time by the Compensation Committee of the Board of Directors (the "Compensation Committee") in its sole discretion. In addition, Messrs. Page, Iwaschuk, Kelly and Mumford are eligible to earn a discretionary annual cash performance bonus under our applicable bonus plan, with a target annual bonus opportunity equal to 125%, 100%, 100% and 75% of each of their respective base salaries, which target amount may be increased (but not decreased) by the Compensation Committee in its sole discretion, subject to each Executive's continued employment through the applicable payment date. The Employment Agreements also provide that the Executives are eligible to participate in the Incentive Award Plan, subject to the terms thereof and any applicable award agreement thereunder, and are eligible to participate in all employee benefit plans offered to similarly situated employees of the Company.

If an Executive is terminated by us without Cause, resigns for Good Reason (in each case, as defined in the Employment Agreement), or if we deliver a notice of non-renewal to such Executive, in each case, outside of the CIC Period, then subject to the execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants to which such Executive is bound, such Executive will be entitled to receive, in addition to any accrued amounts: (i) continued payment of his annual base salary for a period of twelve (12) months following termination; (ii) a pro-rated annual bonus to which such Executive would have been entitled to for the fiscal year in which termination occurs, based on actual performance and pro-rated for the number of days employed during such year; and (iii) continued coverage under the Company's group health plans at the same cost to such Executive as if his employment had not been terminated, for a period of twelve (12) months following termination (or, if such continuation is not feasible under the applicable plans or would result in adverse tax consequences, a monthly cash payment in lieu thereof for the remainder of such period). For purposes of the Employment Agreements, "Good Reason" includes (i) a material diminution of the Executive's position, authority, duties or responsibilities, (ii) a material reduction of the Executive's then-current base salary, or if during the CIC Period, any reduction in base salary, target annual bonus or long-term incentive compensation, (iii)

~~a relocation of the Executive's principal place of employment by more than fifty (50) miles from its then-current location or (iv) the Company's material breach of the Employment Agreement.~~

If an Executive is terminated by us without Cause or resigns for Good Reason during the CIC Period, then subject to the execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants, such Executive will be entitled to receive, in addition to any accrued amounts: (i) a lump-sum payment equal to two (2) times (or in the case of Mr. Page, three (3) times) the sum of his annual base salary and target annual bonus; (ii) a pro-rated annual bonus calculated based on his target annual bonus for the fiscal year in which termination occurs, pro-rated for the number of days employed during such year; and (iii) continued group health coverage for a period of eighteen (18) months following termination (or the monthly cash equivalent thereof). If the foregoing payments and benefits provided to an Executive would be subject to Section 280G and Section 4999 of the Internal Revenue Code, as amended (the "Code"), then such payments and benefits will be reduced to the extent necessary to avoid the imposition of any excise tax under Section 280G or Section 4999 of the Code, but only if the after-tax value of the reduced payments would be greater than or equal to the after-tax value of the unreduced payments (after accounting for the excise tax).

Pursuant to the Employment Agreements, the Executives are subject to confidentiality and certain other restrictive covenants, including a one-year post-employment non-competition covenant (applicable to the business of developing and operating industrial-scale data centers for hyperscaler tenants and other high performance computing workloads, and any other business that competes with the products or services of the Company as of the date of termination) and one-year post-employment employee and customer non-solicitation covenants.

The foregoing descriptions of the Employment Agreements are not intended to be complete and are qualified in their entirety by reference to the Employment Agreements, which are filed as exhibits 10.1, 10.2, 10.3 and 10.4 hereto.

Our officers and directors from time to time may adopt trading plans to transact in our common stock for a variety of reasons, including tax considerations, investment diversification, or other personal reasons. During the three months ended June 30, 2026, certain of our officers and directors adopted a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (each such plan, a "Rule 10b5-1 Plan"), as described below. On May 5, 2026 , Patrick Kelly , Co-President and Chief Operating Officer , terminated a Rule 10b5-1 Plan, which covered the sale of up to 289,271 shares of our common stock until May 28, 2027. On May 11, 2026 , William Iwaschuk , Co-President, Chief Legal Officer and Corporate Secretary , adopted a Rule 10b5-1 Plan, which covers the sale of up to 500,000 shares of our common stock until May 6, 2027 . On May 13, 2026 , Patrick Kelly , Co-President and Chief Operating Officer , adopted a Rule 10b5-1 Plan, which covers the sale of up to 329,272 shares of our common stock during the period beginning on August 12, 2026 until August 10, 2027 .

~~(b)~~ (a) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

~~(c)~~ (b) Insider trading arrangements and policies.

No ~~other~~ directors or "officers" (as defined in Section 16a-1(f) of the Exchange Act) adopted , terminated , or modified a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, during the three months ended ~~June~~ September 30, 2026.

Exhibits 9 changes

4 unchanged paragraphs

4.1 Indenture, dated as of June 15, 2026, among Stingray Compute LLC, Cipher Stingray LLC, Cipher Stingray Holdings LLC, and Wilmington Trust, National Association, as trustee, relating to the 6.000% senior secured notes.

4.1 Indenture, dated as of October 16, 2026, between Cipher Digital Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2 Form of ~~Note~~ certificate representing the ~~6.000%~~ 0.00% Convertible Senior ~~Secured~~ Notes due ~~2031~~ 2032 (included as Exhibit A to Exhibit 4.1).

2 unchanged paragraphs

10.2# Amended and Restated Employment Agreement, dated as of August 4, , 2026, , by and between ~~Greg ory~~ Gregory Mumford and Cipher Digital Inc.

2 unchanged paragraphs

10.5 Form of confirmation for the Capped Call Transactions.

11 unchanged paragraphs

~~Date: August 4, 2026 By: /s/ Tyler Page~~

Date: November 2, 2026

2 unchanged paragraphs

Date: November 2, 2026

~~Date: August 4, 2026~~ By: /s/ Gregory Mumford

2 unchanged paragraphs

Unchanged: Financial Statements (Unaudited), Financial statements, Legal proceedings, Unregistered sales of stock, Defaults on senior securities, Mine Safety Disclosures

Compared by code from the two filings' text and XBRL. Not advice.

The reading, claim by claim

The filing includes unaudited financial statements, such as balance sheets, income statements, and cash flow statements.
It also contains forward-looking statements about the company's future operations and risks.

2 of 2 claims matched the filing text.

From the filing's financial data, not stated in its text

From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026

The company reported revenue of $26.7 million for the quarter, with a net income of $31.6 million.
Its gross margin was 42.5%, while its operating margin was -269.3%.
The net margin was 118.4%, and revenue declined 62.8% compared to the previous year.

From the filing

Item 1.

Financial Statements (Unaudited)¹

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders' Equity (Deficit)

Condensed Consolidated Statements of Cash Flows

Notes to Unaudited Condensed Consolidated Financial Statements

Item 6.

Exhibits

Signatures

66 i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Quarterly Report") contains forward-looking statements.² We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this Quarterly Report, other than statements of historical fact, including, without limitation, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, our bitcoin mining and high-performance compute ("HPC") data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operation of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. The forward-looking statements in this Quarterly Report are only predictions and are largely based on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially differ

Item 1. Financial Statements

CIPHER DIGITAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts) (unaudited)

September 30, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 656,009 $ 628,263

Restricted cash, current

1,719,403 1,761,292 Accounts receivable 20,469 687

Receivables, related party - 271

Prepaid expenses and other current assets 56,342 7,977

Bitcoin 25,943 125,400

Miners held for sale

- 94,879

Derivative asset, current 8,770 34,090 Total current assets 2,486,936 2,652,859 Restricted cash, non-current 477,182 275,076 Property and equipment, net 3,899,880 633,417 Intangible assets, net 125,094 77,388

Investment in equity investees - 29,400

Derivative asset, non-current - 22,720

Operating lease right-of-use asset 32,322 11,321

Security deposits 89,565 27,732 Other non-current assets 555,075 561,995 Total assets $ 7,666,054 $ 4,291,908

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 216,987 $ 40,064

Accrued expenses and other current liabilities 628,770 90,086

Finance lease liability, current portion 4,389 4,237

Operating lease liability, current portion 2,450 1,731

Warrant liability 504,880 525,160 Short-term borrowings 112,704 37,793 Total current liabilities 1,470,180 699,071

Deferred revenue 46,185 -

Long-term borrowings, net 5,447,174 2,711,648 Asset retirement obligations 24,082 33,696 Finance lease liability 17,930 3,094 Operating lease liability 34,578 8,545 Total liabilities 7,040,129 3,456,0

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What changed

Cover page 2 changes

Forward-looking statements 2 changes

Notes to the financial statements 166 changes

Note 1: ORGANIZATION 7 changes

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2 changes

Note 3: BITCOIN 13 changes

Note 4: DERIVATIVE ASSETS 2 changes

Note 5: PROPERTY AND EQUIPMENT 12 changes

Note 6: MINERS HELD FOR SALE 2 changes

Note 7: INVESTMENTS IN JOINT VENTURES 14 changes

Note 8: INTANGIBLE ASSETS 9 changes

Note 9: SECURITY DEPOSITS 6 changes

Note 10: SUPPLEMENTAL FINANCIAL INFORMATION 11 changes

Note 11: RELATED PARTY TRANSACTIONS 1 change

Note 12: LEASES 4 changes

Note 13: COMMITMENTS AND CONTINGENCIES 3 changes

Note 14: DEBT 19 changes

Note 15: STOCKHOLDERS' EQUITY 6 changes

Note 16: WARRANTS 2 changes

Note 17: SHARE-BASED COMPENSATION 13 changes

Note 18: FAIR VALUE MEASUREMENTS 12 changes

Note 19: SEGMENT REPORTING 5 changes

Note 20: INCOME TAXES 2 changes

Note 21: SUBSEQUENT EVENTS 4 changes

MD&A 147 changes

Market risk 1 change

Controls and procedures 4 changes

Risk factors 53 changes

Other information 13 changes

Exhibits 9 changes

The reading, claim by claim

From the filing's financial data, not stated in its text

From the filing

Item 1.

Item 6.

Item 1. Financial Statements

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