Screener / SEC EDGAR /CIK 0001819989 /10-K filed Feb 24, 2026, compared with Feb 25, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Crypto · Financial Services

Cipher Digital CIFR

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The 10-K against last year's

461 changes: 127 added, 225 removed, 109 reworded

10-K Feb 24, 2026 vs Feb 25, 2025

10-K 0001819989-26-000009 (Feb 24, 2026) vs 10-K 0001819989-25-000005 (Feb 25, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

234 paragraphs · 102 new · 66 reworded · 206 gone · 10-K Feb 24, 2026 against Feb 25, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 71 · 49% changed Every version of it
If we or our third-party providers fail to protect our information technology systems, digital assets or confidential information and/or information, or experience cybersecurity incidents, such as cyber-attacks, data breaches, hacking attacks or malware, there may our business, operating results, financial condition and reputation could be disruptions to our operations, triggering materially harmed.
Paragraph 140 · 48% changed Every version of it
The outcome These competitive, operational, legal and regulatory risks are evolving and uncertain and could impact our business in ways we cannot predict. Any of these factors the foregoing could have negative effects on limit our ability to pursue expand our business strategy, offering of HPC data centers and continue to grow our business, which could have a material adverse effect on our business, prospects, results of operations and financial condition, and operating results as well as potentially negative effect on the value of bitcoin or any other cryptocurrencies we may potentially acquire or hold in the future. condition.
Paragraph 147 · 48% changed Every version of it
Changing environmental regulatory We are subject to environmental, health and legislative developments 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.
Paragraph 6 · 48% changed Every version of it
Development and construction delays, cost overruns, changes in market circumstances, environmental or community constraints, an inability to continue to find suitable data center locations as part of our expansion and other factors may adversely affect have a material adverse effect on our operations, expansion plans, financial position and financial performance. We will continue to review our expansion plans in light of evolving market conditions. Any such delays, and any failure to increase our total data center or hashrate capacity in the future, could adversely impact our business, financial condition, cash flows and results of operations.
Paragraph 104 · 48% changed Every version of it
If We operate in a highly competitive, rapidly evolving industry and if we are unable to secure power supply at prices or on terms acceptable respond to us, our competitors effectively, it would could have a material adverse effect on our business, prospects, results of operations, and financial condition, and operating results. condition.
Paragraph 110 · 47% changed Every version of it
Our sources of revenue are business and operating results historically have been highly dependent on bitcoin and the Bitcoin ecosystem, which can be highly volatile. are volatile and subject to risks beyond our control.
Paragraph 227 · 47% changed Every version of it
We may issue additional The issuance of shares of our common stock or other equity securities without your approval, which would upon conversion of the Convertible Notes will dilute your the ownership interests of our stockholders and may could depress the market trading price of our common stock.
Paragraph 42 · 45% changed Every version of it
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, AI technology is part of a new and rapidly evolving industry that employs cryptocurrency assets, including bitcoin, based upon a computer-generated mathematical or cryptographic protocol. Large-scale acceptance of bitcoin as a means of payment has not, and may never, occur. industry. The growth of this industry in general, and the use of bitcoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. These factors include, but are not limited to:

MD&A

123 paragraphs · 25 new · 58 reworded · 19 gone · 10-K Feb 24, 2026 against Feb 25, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 10 · 45% changed
Our data center portfolio consists of 4.2 gigawatts (“GW”) of capacity across 10 sites, at various stages of interconnection. We are currently developing 600 MW of HPC data center facilities across two sites for hyperscaler tenants, and we currently operate 327 approximately 207 MW of facilities across four power at one bitcoin mining data centers center in Texas, including one wholly-owned data center and three partially-owned data centers that we acquired through investments in joint ventures. Texas. We also have maintain a pipeline of approximately 2.8 3.4 GW across seven additional sites in Texas, including Texas and one additional site that we expect to energize in May 2025. We will continue to evaluate other sites, locations and partnerships to expand our data center operations, selecting sites that are suitable for bitcoin mining and HPC data centers. Ohio.
Paragraph 19 · 44% changed
As a company operating at the intersection of data center, bitcoin mining and HPC hosting services, center operator in an energy-intensive industry like HPC, we are committed to maintaining take a proactive and adaptive approach to regulatory compliance. We compliance by closely monitor monitoring legislative and regulatory developments and engage in dialogue engaging with relevant stakeholders to ensure align our business practices align with the an evolving legal framework. Our operations are subject to a broad range of U.S. federal, state, and local laws and regulations, including oversight by the SEC, CFTC, FTC, FinCEN, and comparable authorities in other jurisdictions. While the regulatory framework. Despite uncertainties posed by a changing regulatory landscape, environment remains complex and rapidly changing, we remain committed to responsible, innovative operations and to maintaining innovative and responsible business practices in data center, bitcoin mining and HPC hosting markets. We operate in a complex and rapidly evolving compliance amid regulatory environment and we are subject to a wide range of laws and regulations enacted by U.S. federal, state and local governments, governmental agencies and regulatory authorities, including the SEC, the CFTC, the FTC and FinCEN, as well as similar entities in other countries. Other regulatory bodies, governmental or semi-governmental, have shown an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency businesses. uncertainty.
Paragraph 50 · 44% changed
Realized gains on sale of bitcoin totaled $51.5 million and $7.7 $7.1 million for the year ended December 31, 2024, and 2023, respectively. The increase 2025 compared to $51.5 million in the current period was primarily related to gains recognized on prior year period. In both periods, this is driven by selling bitcoin sales used to fund construction and site acquisitions in the current period. above our cost basis.
Paragraph 2 · 43% changed
The following management’s discussion and analysis covers the years ended December 31 2025 and 2024. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion contains forward‑looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward‑looking statements as a result of various factors, including those set forth in Part 1, Item 1A, “Risk Factors” and other factors set forth in other parts of this Annual Report.
Paragraph 51 · 42% changed
Other income expense totaled $0.6 $404.0 million for the year ended December 31, 2024, 2025, compared to $2.1 $0.6 million of Other expense income for the year ended December 31, 2023. The decrease was primarily related to interest income on excess cash held in interest bearing accounts 2024. Other expense in the current year period. contains the loss on fair value of the embedded derivative component of our 2031 Convertible Notes of $450.4 million, which was required to be classified as a
Paragraph 49 · 41% changed
Unrealized losses on fair value of bitcoin totaled $41.6 million for the year ended December 31, 2025, compared to Unrealized gains on fair value of bitcoin totaled of $11.3 million and $3.3 million for the year ended December 31, 2024, and 2023, respectively. The increase in 2024. Unrealized (losses) gains on fair value of bitcoin is driven by the current period was primarily due to the increase in our cost of bitcoin treasury mined compared to the prior period, as well as price of bitcoin at the increase in bitcoin price in end of the current year compared to the prior year. period.
Paragraph 93 · 40% changed
The the Luminant Power Agreement (the non-hedging derivative contract) is recorded at an estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset represents in the changes in fair value consolidated statements of the Luminant Power Agreement recorded during the reporting period. operations.
Paragraph 42 · 39% changed
Cost of revenue for the year ended December 31, 2024 2025 was $62.4 $81.2 million, compared with $50.3 $62.4 million for the year ended December 31, 2023, 2024, and consisted primarily of power costs at the Odessa Facility. our data centers. The increase in the current year period was is primarily due to expenses incurred related to the fleet upgrade increased power costs at the Odessa Facility, Black Pearl Facility which commenced mining operations in addition to drawing power from the grid at Odessa when our power provider curtailed us under our Power Purchase Agreement. July 2025.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A227 words changed in this paragraph; it is 49% similar to last year's version.
On a As laws and regulations continue to evolve, we may become subject to additional requirements that could affect our mining, data center, and hosting activities. The primary legislative efforts that affect us have been those on the state level, particularly in Texas where our operations are most concentrated. Recently, there have been several recent legislative and regulatory efforts to manage power consumption and support grid reliability, which affects affect our business, business as an operator of industrial-scale data centers. In 2025, the Texas legislature introduced 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. Such regulation 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 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 is designing and implementing a process that may batch multiple large load interconnection requests together to evaluate system impacts on a portfolio basis for purposes of transmission planning. These developments, along with potential requirements relating to grid stability, voltage ride-through, frequency ride-through and curtailment obligations, could increase the costs of running our current data centers and sourcing new potential sites in Texas. costs, delay project timelines, or impose additional operational constraints. In 2025, 2024, the PUCT also required operators of large virtual currency mining operations connected to register their facilities with the PUCT. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see “Risk Factors—Risks Related to Regulatory Framework.”

Source: Item 7, 10-K 0001819989-26-000009 vs Item 7, 10-K 0001819989-25-000005

Risk Factors148 words changed in this paragraph; it is 48% similar to last year's version.
Constructing data center facilities for HPC hosting requires significant capital expenditures, in particular when compared and we anticipate that future strategic growth initiatives will likewise continue to be capital-intensive. We expect to fund these through our capital expenditures for bitcoin mining data center facilities. raising efforts and raise additional capital to fund other future strategic growth initiatives; however, we may not be able to secure sufficient capital or financing on favorable terms, or meet the obligations of the financing we have secured. If we are not able to secure capital or financing unable to fund our construction efforts with respect to HPC hosting facilities, the completion of such projects may be delayed and delayed, our ability to collect any potential renal revenue or to otherwise monetize such facilities may be compromised, compromised and we may be less competitive in our industry, which could have an a material adverse effect impact on our business, results of operations and financial condition, including our expansion strategy and strategy, our ability to generate significant or any revenue from an HPC hosting business. business and on the market price for our securities. See also “— Risks Related to Our Indebtedness — We may need to raise additional capital, which may not be available on terms acceptable to us, or at all.”

Source: Item 1A, 10-K 0001819989-26-000009 vs Item 1A, 10-K 0001819989-25-000005

Legal Proceedings114 words changed in this paragraph; it is 79% similar to last year's version.
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 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 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,

Source: Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0001819989-26-000009 vs Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0001819989-25-000005

Accounting Policies87 words changed in this paragraph; it is 79% similar to last year's version.
incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of activities at the lease in November 2022. Additionally, an ARO for our Odessa and Black Pearl Facility will be analyzed and recorded upon completion of construction. Facilities, respectively. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001819989-26-000009 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001819989-25-000005

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of CIFR's Risk Factors and MD&A, 10-K Feb 24, 2026 against 10-K Feb 25, 2025. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

No changes of this type found.

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

Also

New risk factors: paragraphs with nothing like them last year, quoted in full.

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