Cipher Mining Inc., through its wholly-owned indirect subsidiary Black Pearl Compute LLC, has completed a private offering of $2.0 billion in 6.125% Senior Secured Notes due 2031. The notes were issued at par and sold to qualified institutional buyers and non-U.S. investors, with Morgan Stanley & Co. acting as representative of the initial purchasers. Proceeds from the offering will be used to finance the completion of the Black Pearl Facility, a high-performance computing data center in Wink, Texas, reimburse Cipher for prior capital expenditures, fund debt service reserves, and cover related fees and expenses. The notes will amortize semi-annually at a rate of 7% per annum after completion of all construction phases, and may be redeemed by the issuer starting February 15, 2028.

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