Form 8-K

8-K — Cipher Digital Inc.

Accession: 0000950103-26-008678

Filed: 2026-06-09

Period: 2026-06-08

CIK: 0001819989

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp248139_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp248139_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 8, 2026

CIPHER DIGITAL INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39625

85-1614529

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Vanderbilt Avenue

Floor 54

New York, New York

10017

(Address of principal executive offices) (Zip Code)

(332) 262-2300

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common stock, $0.001 par value per share

CIFR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 8, 2026, Cipher Digital Inc. (“Cipher” or the “Company”)

issued a press release announcing that Stingray Compute LLC, its wholly-owned indirect subsidiary, priced its offering of $810.0 million

aggregate principal amount of 6.000% senior secured notes due 2031 (the “Offering”) at a price equal to 99.750% of their principal

amount. The Offering is expected to close on June 15, 2026, subject to customary closing conditions.

The notes will only be sold to persons reasonably believed to be qualified

institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to non-U.S.

persons outside of the United States pursuant to Regulation S under the Securities Act.

A copy of the press release announcing the pricing of the Offering

is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is neither

an offer to sell nor a solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 Current Report on Form 8-K that

are not statements of historical fact, such as statements regarding the completion of the offering of the notes, and the intended use

of the net proceeds, 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 Current

Report on Form 8-K, 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. Potential investors, stockholders

and other readers are cautioned to 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 filed with the Securities

and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period

ended March 31, 2026 filed with the SEC on May 5, 2026 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.

Item 9.01. Financial Statements and

Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release of the Company, dated June 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2026

Cipher Digital Inc.

By:

/s/ Tyler Page

Name:

Tyler Page

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp248139_ex9901.htm · Sequence: 2

Exhibit 99.1

Cipher Digital Inc. Announces Pricing of $810.0

Million of Senior Secured Notes

NEW YORK— June 8, 2026 —Cipher Digital Inc. (NASDAQ:

CIFR) (“Cipher” or the “Company”) a leading developer, owner, and operator of industrial-scale data centers, today

announced that its wholly-owned subsidiary, Stingray Compute LLC (the “Issuer”), has priced a $810.0 million offering of 6.000%

senior secured notes due 2031 (the “Notes”) at a price equal to 99.750% of their principal amount. The Notes will be sold

in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities

Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation

S under the Securities Act. The offering is expected to close on June 15, 2026, subject to customary closing conditions.

The Issuer intends to use the net proceeds from the offering to (1)

finance the remaining cost of the data center (the “Stingray Facility”), (2) reimburse the Company for approximately $61.5

million of prior equity contributions to Cipher Stingray LLC (“Cipher Stingray”), a wholly-owned direct subsidiary of the

Issuer, used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.

The Notes will be fully and unconditionally guaranteed by Cipher Stingray

(the “Guarantor”). The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets

of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by Cipher Stingray

Holdings LLC, a Delaware limited liability company and the direct parent company of the Issuer.

Cipher will provide a customary completion guarantee with respect to

the Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray Facility in the

event that the proceeds of the Notes are insufficient to do so.

The offering is subject to market and other conditions, and there can

be no assurance as to whether, when or on what terms the offering may be completed.

The Notes have not been registered under the Securities Act or securities

laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption

from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to persons reasonably

believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons

in reliance on Regulation S under the Securities Act.

This press release shall not constitute an offer to sell, or a solicitation

of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cipher

Cipher develops and operates industrial-scale data centers engineered

for next-generation computing at the highest standards of innovation, precision, and excellence. Cipher 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.

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 regarding the completion of the offering of the notes and the intended use of the net proceeds,

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 our 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 we may make

to modify aspects of our 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 our Annual Report on Form

10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24,

2026, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 5, 2026 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.

Contacts:

Investor Contacts:

Courtney Knight

Head of Investor Relations at Cipher Digital

courtney.knight@cipherdigital.com

Drew Armstrong

Head of Strategic Initiatives at Cipher Digital

drew.armstrong@cipherdigital.com

Media Contact:

Ryan Dicovitsky

Dukas Linden Public Relations

CipherDigital@DLPR.com

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