Cipher Digital Provides Third Quarter 2026 Business Update
Expanded Barber Lake Lease Term to 20 Years, Increasing Contracted Revenue to $9.1 Billion
Began Development of Lateral Pipelines to Facilitate up to 2.5 GW of On-Site Generation for Data Center Expansion
Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer, owner, and operator of industrial-scale data centers, today announced its third quarter 2026 financial results, with an update on its operations and business strategy.
The third quarter marked a milestone in Cipher’s transition to a leading HPC development platform, as the Company recognized its first HPC lease revenue following rent commencement at Black Pearl. Across Black Pearl and Barber Lake, multiple data halls are scheduled to come online through year-end.
Cipher also highlighted its previously announced amendment to the Barber Lake lease, which adds a second 10-year term directly with a leading AI lab. The amendment increases total contracted revenue at the site to approximately $9.1 billion, adding approximately $5.2 billion of incremental rent. It also establishes a phased delivery schedule aligned with the tenant’s compute deployment, and construction remains on track to deliver against the amended schedule.
In the third quarter, the Company received conditional classifications across several pipeline sites through ERCOT’s Batch Zero process, including a conditional base load classification for 1 GW at Colchis and conditional studied load classifications with Provisional Controllable Load Resource (“PCLR”) designations for an additional 1.6 GW.
The Company also commenced development of lateral natural gas pipelines capable of supporting up to 2.5 GW of on-site generation, and acquired Horizon, a 70 MW site in Texas expected to energize in 2029. The pipeline also includes 270 MW of capacity available in 2027, for which the Company continues to advance tenant discussions and design work. Cipher’s development pipeline today totals approximately 5.9 GW.
“Cipher was built for this market, and this quarter we took important steps to strengthen our position for the long term,” said Tyler Page, Chief Executive Officer. “The decisions we made early on about who we partner with, how we structure our projects, how we navigate a dynamic regulatory environment and how we engage with our communities were made for exactly these conditions. Demand for compute is growing, and our relationships with leading hyperscalers and AI labs are deepening. We are adding new capacity to our pipeline, investing earlier in every project and advancing design work before committing to new leases, so we are well positioned for our next phase of growth.”
• Delivered first capacity at Black Pearl with additional capacity across all three campuses expected to come online in phases over the coming months
• Expanded the Barber Lake lease to a 20-year term, increasing total contracted revenue at the site to approximately $9.1 billion
• Completed an $850 million offering of 0.000% convertible senior notes due 2032, funding additional equity investment into Barber Lake in connection with the lease expansion, with associated capped call transactions raising the effective conversion price to $28.35 per share
• Equitized approximately $165.9 million of the 1.750% convertible notes due 2030, retiring more than 90% of those notes
• Received a conditional base load classification for 1 GW and conditional studied load classifications for 1.6 GW with PCLR designations, through ERCOT’s Batch Zero process
• Commenced development of lateral pipelines to support up to 2.5 GW of potential on-site generation across multiple sites
• Black Pearl data center continues to progress towards completion with ongoing equipment installation and energization across various data halls
• Stingray construction advancing, with steel erection progressing on schedule and shell construction expected to be completed in the fourth quarter
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/.
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/.
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, the ability of Cipher’s customers, tenants, and other counterparties to
perform their contractual obligations, the ability to Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, 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 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 June 30, 2026, filed with the SEC on August 4, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 to be filed with the 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.
This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners.
Beginning with the three months ended March 31, 2026, the Company changed its primary non-GAAP performance from "Adjusted Earnings (Loss)" to Adjusted EBITDA. Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted EBITDA also excludes interest expense, interest income, and current income tax expense. We believe Adjusted EBITDA is more representative of the Company's core operating performance, more comparable to measures used by industry peers, and more useful to investors evaluating our underlying business. The reconciliation table below presents Adjusted EBITDA for both periods presented under the Company’s new methodology. The Company does not intend to report Adjusted Earnings (Loss) in future periods.
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 condensed consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such condensed consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.
September 30, December 31, 2026 2025 ────────────────────────────────────────────────────────────────────────────── ASSETS Current assets Cash and cash equivalents $ 656,009 $ 628,263 Restricted cash, current 1,719,403 1,761,292 Accounts receivable 20,469 687 Receivables, related party - 271 Prepaid expenses and other current 56,342 7,977 assets Bitcoin 25,943 125,400 Miners held for sale - 94,879 Derivative asset, current 8,770 34,090 Total current assets 2,486,936 2,652,859 Restricted cash, non-current 477,182 275,076 Property and equipment, net 3,899,880 633,417 Intangible assets, net 125,094 77,388 Investment in equity investees - 29,400 Derivative asset, non-current - 22,720 Operating lease right-of-use asset 32,322 11,321 Security deposits 89,565 27,732 Other non-current assets 555,075 561,995 Total assets $ 7,666,054 $ 4,291,908 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 216,987 $ 40,064 Accrued expenses and other current 628,770 90,086 liabilities Finance lease liability, current portion 4,389 4,237 Operating lease liability, current 2,450 1,731 portion Warrant liability 504,880 525,160 Short-term borrowings 112,704 37,793 Total current liabilities 1,470,180 699,071 Deferred revenue 46,185 - Long-term borrowings, net 5,447,174 2,711,648 Asset retirement obligations 24,082 33,696 Finance lease liability 17,930 3,094 Operating lease liability 34,578 8,545
Total liabilities 7,040,129 3,456,054 Commitments and contingencies (Note 13) Redeemable noncontrolling interest 25,670 30,319 Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none - - issued and outstanding as of September 30, 2026, and December 31, 2025 Common stock, $0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively, 425,237,783 and 412,074,529 shares 425 412 issued as of September 30, 2026 and December 31, 2025, respectively, and 415,092,825 and 404,963,061 shares outstanding as of September 30, 2026, and December 31, 2025, respectively Additional paid-in capital 1,953,736 1,808,786 Accumulated deficit -1,353,896 -1,003,656 Treasury stock, at par, 10,144,958 and 7,111,468 shares at September 30, 2026 -10 -7 and December 31, 2025, respectively Total stockholders’ equity 600,255 805,535 Total liabilities, redeemable noncontrolling interest, and $ 7,666,054 $ 4,291,908 stockholders’ equity
The following is a reconciliation of our Adjusted EBITDA, which excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners, to the most directly comparable GAAP measure for the periods indicated (in thousands).
Full text with the tables
Exhibit 99.1
Cipher Digital Provides Third Quarter 2026 Business Update
Recognized First HPC Lease Revenue
Expanded Barber Lake Lease Term to 20 Years, Increasing Contracted Revenue to
$9.1 Billion
Received Conditional Base Load Classification for Colchis (1 GW)
Began Development of Lateral Pipelines to Facilitate up to 2.5 GW of On-Site
Generation for Data Center Expansion
NEW YORK—November 2, 2026—
Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading
developer, owner, and operator of industrial-scale data centers, today announced
its third quarter 2026 financial results, with an update on its operations and
business strategy.
The third quarter marked a milestone in Cipher’s transition to a leading HPC
development platform, as the Company recognized its first HPC lease revenue
following rent commencement at Black Pearl. Across Black Pearl and Barber Lake,
multiple data halls are scheduled to come online through year-end.
Cipher also highlighted its previously announced amendment to the Barber Lake
lease, which adds a second 10-year term directly with a leading AI lab. The
amendment increases total contracted revenue at the site to approximately $9.1
billion, adding approximately $5.2 billion of incremental rent. It also
establishes a phased delivery schedule aligned with the tenant’s compute
deployment, and construction remains on track to deliver against the amended
schedule.
In the third quarter, the Company received conditional classifications across
several pipeline sites through ERCOT’s Batch Zero process, including a
conditional base load classification for 1 GW at Colchis and conditional studied
load classifications with Provisional Controllable Load Resource (“PCLR”)
designations for an additional 1.6 GW.
The Company also commenced development of lateral natural gas pipelines capable
of supporting up to 2.5 GW of on-site generation, and acquired Horizon, a 70 MW
site in Texas expected to energize in 2029. The pipeline also includes 270 MW of
capacity available in 2027, for which the Company continues to advance tenant
discussions and design work. Cipher’s development pipeline today totals
approximately 5.9 GW.
“Cipher was built for this market, and this quarter we took important steps to
strengthen our position for the long term,” said Tyler Page, Chief Executive
Officer. “The decisions we made early on about who we partner with, how we
structure our projects, how we navigate a dynamic regulatory environment and how
we engage with our communities were made for exactly these conditions. Demand
for compute is growing, and our relationships with leading hyperscalers and AI
labs are deepening. We are adding new capacity to our pipeline, investing
earlier in every project and advancing design work before committing to new
leases, so we are well positioned for our next phase of growth.”
Finance and Operations Highlights
• Recognized first HPC lease revenue
• Delivered first capacity at Black Pearl with additional capacity across all
three campuses expected to come online in phases over the coming months
• Expanded the Barber Lake lease to a 20-year term, increasing total contracted
revenue at the site to approximately $9.1 billion
• Acquired Horizon, a 70 MW Site in Texas with energization expected in 2029
• Completed an $850 million offering of 0.000% convertible senior notes due
2032, funding additional equity investment into Barber Lake in connection with
the lease expansion, with associated capped call transactions raising the
effective conversion price to $28.35 per share
• Equitized approximately $165.9 million of the 1.750% convertible notes due
2030, retiring more than 90% of those notes
• Received a conditional base load classification for 1 GW and conditional
studied load classifications for 1.6 GW with PCLR designations, through ERCOT’s
Batch Zero process
• Commenced development of lateral pipelines to support up to 2.5 GW of
potential on-site generation across multiple sites
• Barber Lake data center construction on track to meet the amended milestones
• Black Pearl data center continues to progress towards completion with ongoing
equipment installation and energization across various data halls
• Stingray construction advancing, with steel erection progressing on schedule
and shell construction expected to be completed in the fourth quarter
• Q3 2026 Revenue of $27 million and Adjusted EBITDA of negative $10 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, the ability of
Cipher’s customers, tenants, and other counterparties to
perform their contractual obligations, the ability to Cipher to complete its
data centers and future strategic growth initiatives in a timely manner or
within anticipated cost estimates, risks relating to the development,
construction, and operation of Cipher’s data centers, the availability of
capital and financing on acceptable terms, changes in market demand, 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
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 June 30,
2026, filed with the SEC on August 4, 2026, Cipher’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2026 to be filed with the 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.
Website Disclosure
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 Adjusted EBITDA,
that excludes the impact of (i) interest income, (ii) interest expense, (iii)
income taxes, (iv) depreciation and amortization, (v) the non-cash change in
fair value of derivative asset, (vi) share-based compensation expense, (vii)
nonrecurring gains and losses, (viii) the non-cash change in fair value of
warrant liability, (ix) non-cash losses related to miners reclassified as held
for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of
miners.
Beginning with the three months ended March 31, 2026, the Company changed its
primary non-GAAP performance from "Adjusted Earnings (Loss)" to Adjusted EBITDA.
Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition
to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted
EBITDA also excludes interest expense, interest income, and current income tax
expense. We believe Adjusted EBITDA is more representative of the Company's core
operating performance, more comparable to measures used by industry peers, and
more useful to investors evaluating our underlying business. The reconciliation
table below presents Adjusted EBITDA for both periods presented under the
Company’s new methodology. The Company does not intend to report Adjusted
Earnings (Loss) in future periods.
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 condensed consolidated financial statements, which have
been prepared in accordance with GAAP. We rely primarily on such condensed
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
courtney.knight@cipherdigital.com
Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com
CIPHER DIGITAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(unaudited)
September 30, December 31,
2026 2025
──────────────────────────────────────────────────────────────────────────────
ASSETS
Current assets
Cash and cash equivalents $ 656,009 $ 628,263
Restricted cash, current 1,719,403 1,761,292
Accounts receivable 20,469 687
Receivables, related party - 271
Prepaid expenses and other current 56,342 7,977
assets
Bitcoin 25,943 125,400
Miners held for sale - 94,879
Derivative asset, current 8,770 34,090
Total current assets 2,486,936 2,652,859
Restricted cash, non-current 477,182 275,076
Property and equipment, net 3,899,880 633,417
Intangible assets, net 125,094 77,388
Investment in equity investees - 29,400
Derivative asset, non-current - 22,720
Operating lease right-of-use asset 32,322 11,321
Security deposits 89,565 27,732
Other non-current assets 555,075 561,995
Total assets $ 7,666,054 $ 4,291,908
LIABILITIES, REDEEMABLE NONCONTROLLING
INTEREST, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 216,987 $ 40,064
Accrued expenses and other current 628,770 90,086
liabilities
Finance lease liability, current portion 4,389 4,237
Operating lease liability, current 2,450 1,731
portion
Warrant liability 504,880 525,160
Short-term borrowings 112,704 37,793
Total current liabilities 1,470,180 699,071
Deferred revenue 46,185 -
Long-term borrowings, net 5,447,174 2,711,648
Asset retirement obligations 24,082 33,696
Finance lease liability 17,930 3,094
Operating lease liability 34,578 8,545
Total liabilities 7,040,129 3,456,054
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest 25,670 30,319
Stockholders’ equity
Preferred stock, $0.001 par value;
10,000,000 shares authorized, none - -
issued and outstanding as of September
30, 2026, and December 31, 2025
Common stock, $0.001 par value,
1,000,000,000 and 1,000,000,000 shares
authorized as of September 30, 2026 and
December 31, 2025, respectively,
425,237,783 and 412,074,529 shares 425 412
issued as of September 30, 2026 and
December 31, 2025, respectively, and
415,092,825 and 404,963,061 shares
outstanding as of September 30, 2026,
and December 31, 2025, respectively
Additional paid-in capital 1,953,736 1,808,786
Accumulated deficit -1,353,896 -1,003,656
Treasury stock, at par, 10,144,958 and
7,111,468 shares at September 30, 2026 -10 -7
and December 31, 2025, respectively
Total stockholders’ equity 600,255 805,535
Total liabilities, redeemable
noncontrolling interest, and $ 7,666,054 $ 4,291,908
stockholders’ equity
CIPHER DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(unaudited)
Three Months Nine Months
Ended Ended
September 30, September
30,
2026 2025 2026 2025
Revenue -
bitcoin $ 20,849 $ 71,707 $ 80,524 $ 164,231
mining
Revenue - 5,852 - 5,852 -
HPC leasing
Total 26,701 71,707 86,376 164,231
revenue
Costs and
operating
(expenses)
income
Cost of
revenue - -14,638 -26,733 -46,487 -56,957
bitcoin
mining
Cost of
revenue - -726 - -1,629 -
HPC leasing
Compensation -38,555 -14,445 -115,917 -44,407
and benefits
General and -26,359 -8,167 -54,578 -26,196
administrat…
Depreciation
and -18,821 -59,549 -57,200 -147,102
amortization
Change in
fair value
of power -13,910 -9,030 -48,040 -17,180
purchase
agreement
Power sales 4,251 2,335 8,684 4,702
Equity in
losses of - -1,479 -1,601 -8,472
equity
investees
Unrealized
gains
(losses) on 12,394 108 33,055 -2,927
fair value
of bitcoin
Realized
gains
(losses) on 481 7,535 -47,251 16,092
sale of
bitcoin
Other
operating -2,733 101 -20,432 -2,732
income
(losses)
Total costs
and -98,616 -109,324 -351,396 -285,179
operating
expenses
Operating -71,915 -37,617 -265,020 -120,948
loss
Other income
(expense)
Interest 32,684 457 100,135 943
income
Interest -58,994 -1,286 -184,888 -3,200
expense
Change in
fair value 127,180 31,860 20,280 31,860
of warrant
liability
Other income 2,587 3,000 -20,036 4,064
(expenses)
Total other
income 103,457 34,031 -84,509 33,667
(expense)
Income
(loss) 31,542 -3,586 -349,529 -87,281
before taxes
Current
income tax 54 767 -720 -1,157
benefit
(expense)
Deferred
income tax - -464 - 399
(expense)
benefit
Total income
tax benefit 54 303 -720 -758
(expense)
Net income 31,596 -3,283 -350,249 -88,039
(loss)
Less: Net
loss
attributable
to 9 - 9 -
redeemable
noncontroll…
interest
Net income
(loss) $ $
available $ 31,605 $ (3,283) (350,240) (88,039)
for common
stockholders
Earnings
(loss) per $ 0.08 $ (0.01) $ (0.85) $ (0.23)
share -
basic
Earnings
(loss) per $ (0.22) $ (0.01) $ (0.85) $ (0.23)
share -
diluted
Weighted
average
shares 414,996,770 393,191,623 409,866,599 376,372,526
outstanding
-
basic
Weighted
average
shares 439,694,022 393,191,623 409,866,599 376,372,526
outstanding
-
diluted
Non-GAAP Financial Measures
The following is a reconciliation of our Adjusted EBITDA, which excludes the
impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv)
depreciation and amortization, (v) the non-cash change in fair value of
derivative asset, (vi) share-based compensation expense, (vii) nonrecurring
gains and losses, (viii) the non-cash change in fair value of warrant liability,
(ix) non-cash losses related to miners reclassified as held for sale, (x)
impairment of long-lived assets, and (xi) non-cash disposal of miners, to the
most directly comparable GAAP measure for the periods indicated (in thousands).
Three Months Nine Months
Ended Ended
September September 30,
30,
2026 2025 2026 2025
Reconcilia…
of Adjusted
EBITDA:
Net income $ 31,596 $ (3,283) $ $
(loss) (350,249) (88,039)
Interest -32,684 -457 -100,135 -943
income
Interest 58,994 1,286 184,888 3,200
expense
Total
income tax -54 -303 720 758
expense
Depreciati…
and 18,821 59,549 57,200 147,102
amortizati…
EBITDA $ 76,673 $ 56,792 $ $ 62,078
(207,576)
Change in
fair value
of power 13,910 9,030 48,040 17,180
purchase
agreement
Share-based
compensati… 26,634 9,074 84,208 28,736
expense
Other
(gains) — -2,246 — 4,049
losses -
nonrecurri…
Change in
fair value -127,180 -31,860 -20,280 -31,860
of warrant
liability
Loss on
miners held — — 7,437 —
for sale
Adjusted $ (9,963) $ 40,790 $ (88,171) $ 80,183
EBITDA