Rebrands to Cipher Digital to Reflect Strategic Shift Toward HPC
Divested 49% Stake in Alborz, Bear, and Chief Mining Sites
Secured Full Funding for Existing Data Center Developments Through High-Yield Bond Offerings
Data Center Development on Track at Barber Lake and Black Pearl
NEW YORK, Feb. 24, 2026 (GLOBE NEWSWIRE) -- Cipher Digital Inc. $(CIFR)$ ("Cipher" or the "Company") today announced its fourth quarter and full year 2025 financial results, with an update on its operations and business strategy.
"Building on a transformative 2025, the fourth quarter reflected continued momentum as we advanced our evolution into a leading HPC data center development company," said Tyler Page, Chief Executive Officer. "During the quarter, we upsized our initial lease with Fluidstack and Google and signed our first HPC lease with Amazon. In addition, we successfully executed multiple high yield bond offerings to finance two of our existing HPC projects at Barber Lake and Black Pearl. In recognition of this successful shift in our business model and strategic priorities going forward, we are proud to now officially operate as Cipher Digital."
The rebrand to Cipher Digital reflects the Company's full strategic transition toward a business model centered on stable, long-duration cash flows and long-term leases with best-in-class hyperscale customers. Cipher is focused on sourcing and securing power, developing advanced data centers purpose-built for HPC workloads, and leasing capacity to the world's leading technology companies. While bitcoin mining played a foundational role in building Cipher's power origination expertise and large-scale development capabilities, the Company's identity has evolved to focus on enabling next-generation compute at industrial scale.
In line with this new direction, Cipher sold its 49% interest in the three 40 MW joint venture sites, Alborz, Bear, and Chief, as well as select bitcoin mining machines previously deployed at Black Pearl. These non-core assets were acquired by Canaan Inc., a vertically integrated innovator in crypto mining, for approximately $40 million in an all-stock transaction. This transaction allows Cipher to simplify the business structure, maintain optimized exposure to the bitcoin mining industry in a capital-light manner, and accelerate the strategic transition.
In addition, the Company successfully executed three high-yield offerings to finance the construction at Barber Lake and Black Pearl. In the first transaction, Cipher raised $1.4 billion in aggregate principal of senior secured notes at 7.125%. Subsequently, the Company offered $333 million in additional aggregate principal at the same rate, bringing the total size of the financing for Barber Lake to $1.73 billion. The third high-yield offering raised $2.0 billion in aggregate principal of senior secured notes at 6.125%, with the substantially lower rate reflecting the Company's continued maturation and strong investor confidence.
With financing secured, the Company has cleared another major hurdle in the execution of these large-scale projects. Cipher is now fully focused on the construction and delivery of Barber Lake and Black Pearl, both of which remain on schedule, supported by our best-in-class construction team.
"2026 is a year of execution for Cipher as we fully transition the business into a leading infrastructure platform. With construction on track at our existing projects, a deep and expanding development pipeline, and heightened demand from both capital providers and tenants, we are firmly focused on establishing Cipher Digital as the premier developer and operator of data centers powering the next generation of compute," added Mr. Page.
Finance and Operations Highlights
-- Rebranded from Cipher Mining to Cipher Digital, reflecting the Company's
pivot from bitcoin mining to HPC data center development
-- Secured 600 MW gross of total contracted HPC capacity to date across two
leases, a 15-year 300 MW lease with AWS and a 10-year 300 MW lease with
Fluidstack and Google
-- Completed three bond offerings to finance HPC data center buildouts for
aggregate proceeds of $3.73 billion
-- Barber Lake data center development is progressing on track with 95% of
long lead equipment secured and all current design milestones achieved
-- Black Pearl data center development is on schedule, with engineering,
procurement, and construction activities underway
-- Q4 2025 Revenue of $60 million and Adjusted Net Loss of $55 million
Business Update Call and Webcast
The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher's website at https://investors.cipherdigital.com/.
About Cipher
Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale. To learn more about Cipher, please visit https://www.cipherdigital.com/.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about the Company's beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "believes," "estimates, " "strategy," "future," "forecasts," "opportunity," "predicts," "potential," "would," "will likely result," "continue," and similar expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher's evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Cipher's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Annual Report") to be filed with the Securities and Exchange Commission ("SEC"), and in Cipher's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The company maintains a dedicated investor website at https://investors.cipherdigital.com/investors ("Investors' Website"). Financial and other important information regarding the Company is routinely posted on and accessible through the Investors Website. Cipher uses its Investors' Website as a distribution channel of material information about the Company, including through press releases, investor presentations, reports and notices of upcoming events. Cipher intends to utilize its Investors' Website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts and other information about the Company by visiting the "Email Alerts" option under the Investors Resources section of Cipher's Investors' Website and submitting your email address.
Non-GAAP Financial Measures
This press release includes supplemental financial measures for Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case that exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses, (vi) the non-cash change in fair value of warrant liability, (vii) non-cash losses related to miners reclassified as held for sale, (viii) impairment of long-lived assets, and (ix) non-cash disposal of miners. These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United States ("GAAP") and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors by excluding certain items that vary in our industry based on company policy.
Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements included elsewhere in our Annual Report, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.
Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Digital
Courtney.knight@ciphermining.com
Media Contact:
Ryan Dicovitsky / Katie Nerantzis
Dukas Linden Public Relations
CipherMining@DLPR.com
CIPHER DIGITAL INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
December 31, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash
equivalents $ 628,263 $ 5,585
Restricted cash,
current 1,761,292 -
Accounts
receivable 687 596
Receivables,
related party 271 2,090
Prepaid expenses
and other
current assets 7,977 3,387
Bitcoin 125,400 92,651
Receivable for
bitcoin
collateral - 32,248
Miners held for
sale 94,879 -
Derivative asset 34,090 31,648
Total current
assets 2,652,859 168,205
Restricted cash,
noncurrent 275,076 14,392
Property and
equipment, net 622,455 480,865
Deposits on
equipment 10,962 38,872
Intangible assets,
net 77,388 8,881
Investment in equity
investees 29,400 53,908
Derivative asset 22,720 54,022
Operating lease
right-of-use asset 11,321 12,561
Security deposits 27,732 19,782
Other noncurrent
assets 561,995 3,958
Total assets $ 4,291,908 $ 855,446
LIABILITIES,
REDEEMABLE
NONCONTROLLING
INTEREST, AND
STOCKHOLDERS'
EQUITY
Current liabilities
Accounts payable $ 40,064 $ 22,699
Accrued expenses
and other
current
liabilities 90,086 69,824
Finance lease
liability,
current portion 4,237 3,798
Operating lease
liability,
current portion 1,731 3,127
Warrant liability 525,160 -
Short-term
borrowings 37,793 32,330
Total current
liabilities 699,071 131,778
Long-term
borrowings, net 2,711,648 -
Asset retirement
obligations 33,696 20,282
Finance lease
liability 3,094 7,331
Operating lease
liability 8,545 9,833
Deferred tax
liability - 4,269
Total liabilities 3,456,054 173,493
Commitments and
contingencies (Note
14)
Redeemable
noncontrolling
interest 30,319 -
Stockholders' equity
Preferred stock,
$0.001 par value;
10,000,000 shares
authorized, none
issued and
outstanding as of
December 31,
2025, and
December 31,
2024 - -
Common stock,
$0.001 par
value,
1,000,000,000
and 500,000,000
shares
authorized as of
December 31,
2025 and
December 31,
2024,
respectively,
412,074,529 and
361,432,449
shares issued as
of December 31,
2025 and
December 31,
2024,
respectively,
and 404,963,061
and 350,783,817
shares
outstanding as
of December 31,
2025, and
December 31,
2024,
respectively 412 361
Additional
paid-in capital 1,808,786 863,015
Accumulated
deficit (1,003,656) (181,412)
Treasury stock,
at par,
7,111,468 and
10,648,632
shares at
December 31,
2025 and
December 31,
2024,
respectively (7) (11)
Total
stockholders'
equity 805,535 681,953
Total
liabilities,
redeemable
noncontrolling
interest, and
stockholders'
equity $ 4,291,908 $ 855,446
CIPHER DIGITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
Year Ended December 31,
2025 2024 2023
---------------------------- ---------------------------- ----------------------------
Revenue - bitcoin
mining $ 223,942 $ 151,270 $ 126,842
Costs and
operating
(expenses) income
Cost of revenue (81,216) (62,364) (50,309)
Compensation
and benefits (79,129) (60,796) (57,399)
General and
administrative (36,382) (32,655) (27,796)
Depreciation
and
amortization (198,973) (102,448) (59,093)
Change in fair
value of power
purchase
agreement (28,860) (7,921) 26,836
Power sales 7,870 5,405 9,941
Equity in
losses of
equity
investees (20,822) (384) (2,530)
Unrealized
gains (losses)
on fair value
of bitcoin (41,603) 11,313 3,299
Realized gains
on sale of
bitcoin 7,126 51,548 7,739
Other operating
gains
(losses) (173,516) 3,333 2,355
Total costs
and
operating
expenses (645,505) (194,969) (146,957)
Operating loss (421,563) (43,699) (20,115)
Other income
(expense)
Interest income 19,479 3,384 164
Interest
expense (36,559) (1,708) (1,999)
Change in fair
value of
warrant
liability 19,290 250 (243)
Other expense (406,204) (2,544) (17)
Total other
expense (403,994) (618) (2,095)
Loss before taxes (825,557) (44,317) (22,210)
Current income tax
expense (956) (1,255) (201)
Deferred income
tax benefit
(expense) 4,269 937 (3,366)
Total income tax
benefit
(expense) 3,313 (318) (3,567)
Net loss (822,244) (44,635) (25,777)
Less: Net loss
attributable to
redeemable
noncontrolling
interest - - -
Net loss available
for common
stockholders $ (822,244) $ (44,635) $ (25,777)
Loss per share -
basic and
diluted $ (2.15) $ (0.14) $ (0.10)
Weighted average
shares
outstanding -
basic and
diluted 381,602,904 323,103,303 252,439,461
Non-GAAP Financial Measures
The following are reconciliations of our Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses, (vi) the non-cash change in fair value of warrant liability, (vii) non-cash losses related to miners reclassified as held for sale, (viii) impairment of long-lived assets, and (ix) non-cash disposal of miners, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):
Year Ended December 31,
---------------------------------------------------------------------------------------
2025 2024 2023
------------------------ --------------------------- --------------------------
Reconciliation
of Adjusted
Earnings:
Net loss $ (822,244) $ (44,635) $ (25,777)
Change in fair
value of power
purchase
agreement 28,860 7,921 (26,836)
Share-based
compensation
expense 52,787 42,132 38,470
Depreciation
and
amortization 198,973 102,448 59,093
Deferred income
tax (benefit)
expense (4,269) (937) 3,366
Other losses
(gains) -
nonrecurring 416,688 -- (2,355)
Change in fair
value of
warrant
liability (19,290) (250) 243
Loss on miners
held for sale 96,056 -- --
Impairment of
long-lived
assets 45,317 -- --
Disposal of
miners 29,358 -- --
------------------------ -------------------------- --------------------------
Adjusted (loss)
earnings $ 22,236 $ 106,679 $ 46,204
======================== ========================== ==========================
Year Ended December 31,
---------------------------------------------------------------------------------------
2025 2024 2023
------------------------ -------------------------- --------------------------
Reconciliation
of Adjusted
Earnings per
share -
diluted:
Net loss per
share -
diluted $ (2.15) $ (0.14) $ (0.10)
Change in fair
value of power
purchase
agreement per
diluted share 0.07 0.02 (0.11)
Share-based
compensation
expense per
diluted share 0.14 0.13 0.15
Depreciation and
amortization
per diluted
share 0.52 0.32 0.23
Deferred income
tax (benefit)
expense per
diluted share (0.01) -- 0.01
Other losses
(gains) -
nonrecurring
per diluted
share 1.09 -- (0.01)
Change in fair
value of
warrant
liability per
diluted share (0.05) -- --
Loss on miners
held for sale
per diluted
share 0.25 -- --
Impairment of
long-lived
assets per
diluted share 0.12 -- --
Disposal of
miners per
diluted share 0.08 -- --
------------------------ ------------------------- --------------------------
Adjusted
earnings per
diluted share $ 0.06 $ 0.33 $ 0.17
======================== ========================= ==========================
(END) Dow Jones Newswires
February 24, 2026 07:00 ET (12:00 GMT)