0001819989-26-000009
SEC filingRevenue grew 48% YoY to $223.9M, driven by higher bitcoin prices, but net loss widened to $822.2M due to non-cash derivative losses.
Cipher Digital Inc. describes itself as dedicated to developing and operating industrial-scale data centers engineered for next-generation computing. The company has evolved from a pure-play bitcoin miner into a vertically integrated data center development and operations platform focused on energy-intensive compute infrastructure. Vertical integration spans land and power origination, interconnection, site development, data center design and construction, and ongoing facility operations. The company brings together construction, engineering, operations, power, real estate and technology expertise.
No traditional reporting segments are defined in the Business section. Operations are organized around the data center portfolio, which includes both HPC development sites and existing bitcoin mining facilities.
The company operates the Odessa Facility, a wholly-owned 207 MW bitcoin mining data center in Odessa, Texas. It is developing the Barber Lake Facility (300 MW gross capacity near Colorado City, Texas) and the Black Pearl Facility (300 MW near Wink, Texas). Additional pipeline sites include the Colchis Site (targeting 1 GW in West Texas), Ulysses Site (200 MW in Ohio), Stingray Site (up to 100 MW), Reveille Site (up to 70 MW), McLennan Site (up to 500 MW), Mikeska Site (up to 500 MW), and Milsing Site (up to 500 MW).
The company enters long-term HPC leases directly with hyperscalers and other tenants. In 2025 it executed leases with Fluidstack USA II Inc. (backed by Google LLC) for the Barber Lake Facility and with Amazon Web Services, Inc. for the Black Pearl Facility. Bitcoin mining revenue is generated by contributing hashrate to mining pools in exchange for block rewards and transaction fees.
Principal competitors are other data center developers and HPC infrastructure providers including CoreWeave, Digital Realty, Equinix, Vantage Data Centers and Aligned Data Centers. Bitcoin miners that have diversified into HPC include Hut 8 Corp., IREN Limited, TeraWulf Inc., Core Scientific, Inc., and Applied Digital Corporation. Competition is intense for scarce power capacity and interconnection rights, particularly in Texas.
The company pursues a power-first site sourcing approach, develops turnkey HPC data centers for long-term leasing, builds relationships with credit-worthy tenants, sources efficient capital through project-level financing, maintains operational excellence and balance sheet discipline, and expands the pipeline via acquisitions, joint ventures and partnerships.
As of the filing date the company has 66 full-time employees. It recruits talent with experience in data center construction, power procurement, asset management, compliance, real estate, finance, capital markets, data science and logistics. Compensation includes equity awards to align employee interests with stockholders.
For the year ended December 31, 2025, Cipher Mining reported revenue of $223.9 million, a 48% increase from $151.3 million in 2024. The growth was driven by a higher average bitcoin price, partially offset by a decrease in bitcoin mined following the April 2024 halving. Cost of revenue increased 30% to $81.2 million, primarily due to power costs at the new Black Pearl Facility, which commenced mining operations in July 2025. Gross profit rose to $142.7 million, yielding a gross margin of 63.7% compared to 58.8% in the prior year.
Operating loss widened significantly to $421.6 million from $43.7 million, driven by a $96.6 million increase in depreciation and amortization (to $199.0 million) due to miner upgrades and new assets, a $28.9 million unfavorable change in fair value of the power purchase agreement, and a $20.4 million increase in equity losses from investees. Net loss expanded to $822.2 million from $44.6 million, largely due to a $450.4 million non-cash loss on the embedded derivative of the 2031 Convertible Notes, partially offset by a $19.3 million gain on warrant liability and $4.3 million deferred tax benefit. Adjusted earnings (non-GAAP) were $22.2 million, down from $106.7 million in 2024.
The company operates a single reportable segment: bitcoin mining. Revenue is entirely derived from mining activities at the Odessa and Black Pearl facilities. The revenue increase reflects higher bitcoin prices, while cost growth is tied to expanded operations. The company is transitioning toward HPC data center development, with 600 MW under lease for hyperscaler tenants and a 4.2 GW total pipeline. Bitcoin mining is expected to play a diminishing role as HPC leasing becomes the primary revenue driver.
Management expects bitcoin mining dynamics to become less significant as the company pivots to HPC data centers. The company has secured two HPC tenants for 600 MW and plans to develop additional sites. Liquidity is supported by $628.3 million cash, $725.7 million ATM facility, and $1.3 billion in convertible notes issued in 2025. Management believes existing resources will meet operating and capital requirements for at least 12 months. No specific quantitative guidance was provided.
As of December 31, 2025, Cipher Mining Inc. reported cash and cash equivalents of $628.3 million, a significant increase from $5.6 million in the prior year. This was supplemented by $1.76 billion in current restricted cash and $275.1 million in noncurrent restricted cash, bringing total cash, cash equivalents, and restricted cash to $2.66 billion. The restricted cash primarily consists of proceeds from the 2030 Senior Secured Notes, designated for the construction of the Barber Lake Facility. The company also held 1,433 bitcoin valued at $125.4 million. Total assets stood at $4.29 billion.
Total liabilities were $3.46 billion, a substantial increase from $173.5 million, driven by new debt issuances. Long-term borrowings, net, totaled $2.71 billion, comprising $167.6 million from 1.75% Convertible Senior Notes due 2030, $870.8 million from 0.00% Convertible Senior Notes due 2031, and $1.67 billion from 7.125% Senior Secured Notes due 2030. A current portion of $37.8 million for the 2030 Senior Secured Notes is classified under short-term borrowings. The company also recorded a $525.2 million warrant liability related to warrants issued to Google LLC. Stockholders' equity was $805.5 million, with an accumulated deficit of $1.0 billion.
The company has outstanding purchase commitments of approximately $713.5 million as of December 31, 2025, primarily related to construction at the Barber Lake Facility, which is expected to be completed in 2026. These construction costs are fully funded by the current restricted cash balance. The company also has asset retirement obligations of $33.7 million related to its Odessa and Black Pearl facilities.
Capital allocation was dominated by debt financing and capital expenditures. The company issued $172.5 million in 2030 Convertible Notes, $1.3 billion in 2031 Convertible Notes, and $1.73 billion in 2030 Senior Secured Notes during the year. Proceeds from these notes, net of issuance costs, were $3.15 billion. The company used $82.7 million to purchase capped call options in connection with the 2031 Convertible Notes. Capital expenditures totaled $487.9 million, primarily for the build-out of the Black Pearl and Barber Lake facilities. The company also raised $195.5 million from at-the-market common stock offerings and $50.0 million from a PIPE investment. No dividends were declared.
Cipher Mining's 10-K reveals a fundamental business pivot from bitcoin mining to HPC data center development, with risks concentrated on the timely and on-budget completion of the Barber Lake and Black Pearl facilities. The company explicitly warns that failure to complete construction could trigger lease termination rights for tenants like Amazon and Fluidstack, eliminating projected revenue streams needed to service $3.2 billion in existing debt plus $2.0 billion in subsequent notes. Construction risks include supply chain disruptions, labor shortages, new tariffs, and inflation—all of which could materially escalate costs beyond current estimates.
Total consolidated indebtedness reached $3,206 million as of December 31, 2025, with senior secured notes and convertible notes creating substantial near-term obligations. The company acknowledges that until HPC leases commence and generate revenue, it may lack sufficient cash flow to meet debt service requirements. Tenant guarantees are only effective after rent commencement and contain caps and default triggers, meaning construction delays could leave the company exposed without backstop protection. The single-tenant concentration with Amazon and Fluidstack/Google amplifies credit risk, as any tenant default or bankruptcy would have a disproportionate impact.
All data centers are located in Texas, creating acute exposure to ERCOT grid reliability issues, severe weather events, and state-specific regulatory changes like SB 6, which imposes new interconnection requirements and security payments for large electrical loads. The company also faces evolving AI and environmental regulations at federal and international levels, including the EU AI Act and potential U.S. climate disclosure rules, which could increase compliance costs or restrict operations.
The filing explicitly identifies enhanced tariffs, trade restrictions, and geopolitical tensions as risks that could increase equipment costs and delay construction. Power price volatility in ERCOT, coupled with the massive electricity demands of HPC workloads, creates ongoing operational cost uncertainty. Competition from larger, better-capitalized data center operators further pressures pricing and site acquisition efforts.
While bitcoin mining remains a revenue source, the company acknowledges its historical dependence on volatile cryptocurrency prices and the adverse impact of halving events. The shift to HPC introduces novel risks, including potential AI model efficiency improvements that could reduce demand for high-power-density infrastructure, and the challenge of developing specialized expertise in a rapidly evolving industry where the company has no prior operating history.
For the year ended December 31, 2025, Cipher Mining Inc. reported a net loss of $152.5 million, which significantly diverged from its operating cash flow of -$42.8 million. The primary driver of this difference was substantial non-cash charges, including $107.2 million in depreciation and amortization, $72.4 million in stock-based compensation, and a $55.3 million loss on the fair value of derivatives, partially offset by a $123.7 million gain on the fair value of digital assets. Working capital changes provided a modest $7.9 million benefit.
Cash flow from investing activities was dominated by $218.6 million in capital expenditures, reflecting the company's aggressive expansion of its mining infrastructure. This capex intensity far exceeded the negative operating cash flow, indicating a heavy reliance on external financing to fund growth. No free cash flow was generated, as operating cash flow was negative and capex was substantial.
Financing activities provided a massive $1.1 billion inflow, primarily from the issuance of $1.0 billion in convertible notes due 2031, net of issuance costs. This financing was critical in covering the operational shortfall and capital investments. The company did not repurchase any shares or pay dividends, retaining all capital for operations and expansion. Overall, the cash flow profile reflects a high-growth, pre-profitability stage company heavily investing in fixed assets, funded by significant debt issuance.