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FALSE000181998900018199892025-05-062025-05-060001819989cifr:CommonStockParValuePointZeroZeroOnePerShareMember2025-05-062025-05-060001819989cifr:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOfElevenPointFiveZeroPerWholeShareMember2025-05-062025-05-06

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): May 6, 2025
________________________________________________________
CIPHER MINING 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)
Registrant’s Telephone Number, Including Area Code: (332) 262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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, par value $0.001 per share CIFR The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share CIFRW 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 o
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. o On May 6, 2025, Cipher Mining Inc. (the “Company”) announced its results for the first quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).



Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
On May 6, 2025, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.
The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.
The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:
Exhibit
Number
Description
99.1
99.2
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.
Cipher Mining Inc.
Date: May 6, 2025 By: /s/ Tyler Page
Tyler Page
Chief Executive Officer

EX-99.1 2 exh991cifrmay6_earningsxpr.htm EX-99.1 Document

Exhibit 99.1
Cipher Mining Provides First Quarter 2025 Business Update

First Quarter 2025 Revenue of $49m, up 16% quarter over quarter

Signed term sheet with Fortress Credit Advisors to serve as the JV financing partner at Barber Lake

Nearing completion of 150 MW Phase I infrastructure at Black Pearl

First Quarter 2025 GAAP Net Loss of $39m, and Non-GAAP Adjusted Earnings of $6m

NEW YORK— May 6, 2025 —Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced its first quarter 2025 financial results, with an update on its operations and business strategy.

“The first quarter was marked by disciplined execution and steady progress as we advanced our 2025 expansion plans,” said Tyler Page, CEO. “Notably, we’re thrilled to have partnered with Fortress, a best-in-class financing partner, to develop a next-generation data center at Barber Lake. Fortress will not only bring extensive experience in data center development, but also a strong network of relationships with hyperscalers that complements our active discussions.”

Over the quarter, Cipher also made substantial progress on expanding its mining footprint, with rig deployment at Black Pearl anticipated ahead of schedule.

Mr. Page added, “We are nearing completion of the Black Pearl Data Center’s Phase I core and shell, and all four substation transformers are now onsite. Given the accelerated progress and expected energization in May, we’ve decided to immediately deploy rigs from inventory at the newly constructed site while we await the arrival of new machines expected later this summer. This strategic decision will bring approximately 2.5 exahashes per second online one quarter earlier than anticipated through the efficient use of idle assets at no additional capital expenditure to the company.”

This redeployment will bring Cipher to ~16.0 EH/s by the end of the second quarter, with expectations to scale to ~23.1 EH/s by the end of the third quarter, as the Company continues to monitor the tariff landscape and new rig delivery schedules come into focus.

“Cipher’s strong treasury management, disciplined approach to growth, and site flexibility continue to give me confidence in our ability to navigate a dynamic market environment and drive long-term success,” said Mr. Page.

Finance and Operations Highlights

•Completed first full quarter of operations with the upgraded Odessa fleet, which increased Cipher’s total self-mining hashrate to ~13.5 EH/s
•Signed term sheet with Fortress Credit Advisors LLC to serve as the JV financing partner at Barber Lake
•Infrastructure at Black Pearl Phase I nearing completion, with energization expected ahead of schedule
•Continued HPC tenant momentum at Barber Lake site with multiple tenants under NDA and performing due diligence



•Pipeline of 2.8 GW of site capacity
•Q1 2025 net loss of $39 million, or $0.11 per diluted share, and adjusted earnings of $6 million, or $0.02 per diluted share

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.ciphermining.com/. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

About Cipher

Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world's largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.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 bitcoin mining and HPC 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, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, 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.ciphermining.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 and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United Stated (“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 included elsewhere in this press release, 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 at Cipher Mining
Courtney.knight@ciphermining.com

Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
CipherMining@DLPR.com





CIPHER MINING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(unaudited)
March 31, 2025
 
December 31, 2024
ASSETS
     
Current assets
     
Cash and cash equivalents
$    23,173    
 
$    5,585    
Accounts receivable
    758    
 
    596    
Receivables, related party
    300    
 
    2,090    
Prepaid expenses and other current assets
    2,970    
 
    3,387    
Bitcoin
    52,024    
 
    92,651    
Receivable for bitcoin collateral
    32,497    
 
    32,248    
Derivative asset
    42,835    
 
    31,648    
Total current assets
    154,557    
 
    168,205    
Restricted cash
    14,392    
 
    14,392    
Property and equipment, net
    477,972    
 
    480,865    
Deposits on equipment
    122,502    
 
    38,872    
Intangible assets, net
    9,043    
 
    8,881    
Investment in equity investees
    48,499    
 
    53,908    
Derivative asset
    50,165    
 
    54,022    
Operating lease right-of-use asset
    12,192    
 
    12,561    
Security deposits
    19,776    
 
    19,782    
Other noncurrent assets
    4,694    
 
    3,958    
Total assets
$    913,792    
 
$    855,446    
LIABILITIES AND STOCKHOLDERS’ EQUITY
     
Current liabilities
     
Accounts payable
$    29,879    
 
$    22,699    
Accrued expenses and other current liabilities
    66,300    
 
    69,824    
Finance lease liability, current portion
    3,903    
 
    3,798    
Operating lease liability, current portion
    3,200    
 
    3,127    
Short-term borrowings
    35,459    
 
    32,330    
Total current liabilities
    138,741    
 
    131,778    
Asset retirement obligations
20,801
 
    20,282    
Finance lease liability
6,315
 
    7,331    
Operating lease liability
9,506
 
    9,833    
Deferred tax liability
3,634
 
    4,269    
Total liabilities
178,997
 
    173,493    
Commitments and contingencies (Note 13)
 
 
 



Stockholders’ equity
     
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2025, and December 31, 2024
-
 
-
Common stock, $0.001 par value, 500,000,000 shares authorized, 371,313,598 and 361,432,449 shares issued as of March 31, 2025 and December 31, 2024, respectively, and 370,857,699 and 350,783,817 shares outstanding as of March 31, 2025, and December 31, 2024, respectively
    371    
 
    361    
Additional paid-in capital
    954,812    
 
    863,015    
Accumulated deficit
    (220,387)
 
    (181,412)
Treasury stock, at par, 455,899 and 10,648,632 shares at March 31, 2025 and December 31, 2024, respectively
    (1)
 
    (11)
Total stockholders’ equity
    734,795    
 
    681,953    
Total liabilities and stockholders’ equity
$    913,792    
 
$    855,446    






CIPHER MINING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(unaudited)
Three Months Ended March 31,
 
2025
 
2024
Revenue - bitcoin mining
$48,959
 
$48,137
Costs and operating (expenses) income
     
Cost of revenue
(14,894)
 
(14,820)
Compensation and benefits
(14,303)
 
(13,036)
General and administrative
(8,951)
 
(6,077)
Depreciation and amortization
(43,467)
 
(17,244)
Change in fair value of derivative asset
7,330
 
7,359
Power sales
991
 
1,173
Equity in income (losses) of equity investees
(5,292)
 
738
Unrealized (losses) gains on fair value of bitcoin
(20,178)
 
40,556
Realized gains on sale of bitcoin
12,196
 
-
Other gains
(479)
 
-
Total costs and operating expenses
    (87,047)
 
(1,351)
Operating (loss) income
    (38,088)
 
46,786
Other income (expense)
     
Interest income
190
 
786
Interest expense
(777)
 
(400)
Change in fair value of warrant liability
-
 
250
Other expense
(156)
 
(1,958)
Total other expense
(743)
 
(1,322)
(Loss) income before taxes
(38,831)
 
45,464
Current income tax expense
(779)
 
(386)
Deferred income tax benefit (expense)
635
 
(5,178)
Total income tax expense
(144)
 
(5,564)
Net (loss) income
$    (38,975)
 
$    39,900
(Loss) income per share - basic and diluted
$    (0.11)
 
$0.13
Weighted average shares outstanding - basic
360,514,620
 
296,641,499
Weighted average shares outstanding - diluted
360,514,620
 
304,397,979







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 and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):




Three Months Ended March 31,
2025

2024
 Reconciliation of Adjusted Earnings:



Net (loss) income
$    (38,975)

$    39,900    
 Change in fair value of derivative asset
    (7,330)

    (7,359)
 Share-based compensation expense
    9,132    

    8,317    
 Depreciation and amortization
    43,467    

    17,244    
 Deferred income tax (benefit) expense
    (635)

    5,178    
Other losses - nonrecurring
    479    

    -    
 Change in fair value of warrant liability
    -    

    (250)
 Adjusted (loss) earnings
$    6,138    

$    63,030    
Three Months Ended March 31,
2025

2024
Reconciliation of Adjusted Earnings per share - diluted:
Net (loss) income per share - diluted
$    (0.11)
$    0.13    
Change in fair value of derivative asset per diluted share
    (0.02)
    (0.03)
Share-based compensation expense per diluted share
    0.03    
    0.03    
Depreciation and amortization per diluted share
    0.12    
    0.06    
Deferred income tax (benefit) expense per diluted share
    —    
    0.02    
Other losses - nonrecurring per diluted share
    —    
    —    
Change in fair value of warrant liability per diluted share
    —    
    —    
Adjusted (loss) earnings per diluted share
$    0.02    
$    0.21    


EX-99.2 3 exh992ciphermining_busin.htm EX-99.2 exh992ciphermining_busin
Presentation for Business Update MAY 6, 2025


 
Forward-Looking Statements This communication 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 communication 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 bitcoin mining and HPC 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 communication, 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, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, 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.ciphermining.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 communication 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 and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United Stated (“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 this communication, 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. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved. 2


 
327 MW Operating Capacity Including JV Capacity CURRENT OPERATIONS $42m Q4 2024 $49m Q1 2025 REVENUES Key Indicators as of March 31, 2025 3 Note: Values represented are approximations (1) Represents the expected weighted average power price at Cipher’s current sites (2) Reflects reconciled combined electricity cost from Q1 2025, including TDU charges, taxes, settlement charges, TDSP charges, customer charges, 2021 storm surcharge, and net of revenue generated from opportunistic power sales (3) Includes Black Pearl, Barber Lake, Stingray, Reveille, Mikeska, Milsing, and McLennan and assumes all load studies / regulatory approvals are passed to reach full potential capacity 585 BTC Q4 2024 602 BTC Q1 2025 CIPHER TOTAL BITCOIN MINED 2.8 GW Future Capacity at 7 Sites(3) PIPELINE GROWTH 18.9 J/TH Operating Fleet Efficiency SELF-MINING EFFICIENCY 2.7 c/kwh Weighted Average Power Price(1) POWER PRICE $23,379 Q1 All-In Electricity Cost per BTC(2) COST PER BITCOIN


 
~13.5 EH/s ~16.0 EH/s ~23.1 EH/s Current 2Q 2025 3Q 2025 First Quarter Growth Update 4 Steady Progress Amid Market Uncertainty • Bitcoin Mining – Black Pearl Phase I o Nearing completion of substation and buildings o On track for early deployment of ~2.5 EH/s in 2Q 2025 – Expanding with focus on low-cost power and curtailment monetization • HPC – Tenant focus at Barber Lake and Black Pearl Phase II o Continued interest across portfolio sites with multiple tenants under NDA – Signed joint venture term sheet with Fortress to secure financing for Barber Lake site Steady Scaling Self-Mining Hashrate (1) (2) (1) Assumes energization of Phase I of Black Pearl site with deployment of previously utilized rigs from the Odessa site (2) Assumes energization of Phase I 150 MW of Black Pearl site with deployment of rigs under Bitmain option and previously utilized rigs from the Odessa site


 
9.6% Avg. % Hedged(1) $95,991 Cipher Strategy(2) $82,500 Hold Bitcoin(3) WEIGHTED AVERAGE SPOT PRICE (Q1 2025) +16% vs Hold Bitcoin +2% vs Daily Liquidation LIQUIDITY STRATEGY OUTPERFORMANCE Active Treasury Management 5 Note: Values represented are approximations (1) Reflects average percentage of inventory hedged through Q1 2025 (2) Reflects the weighted average inventory spot liquidation price blended with the value of spot liquidation of deliverable forwards and the mark to market of OTC hedges (3) Reflects no liquidation and assumes all daily production valued at March 31, 2025, closing spot price (4) Reflects the weighted average daily spot price assuming full liquidation of daily production $90m Liquidity Unlocked Q1 METRICS $93,703 Daily Liquidation(4) PERFORMANCE ENHANCED BY: OTC Hedges Bitcoin-backed Loans Deliverable Forwards


 
Current Portfolio


 
7 Operational Highlights (1) Reflects approximate percentage of Cipher’s April 2025 BTC production (2) Reflects electricity cost from Q1 ‘25, including TDU charges and net of revenue generated from opportunistic power sales (3) Reflects the estimated fleet efficiency at Odessa as of April 2025 ODESSA Odessa – 86% of BTC Production(1) ~$20,899 All-in Electricity Cost per BTC Q1-2025(2) ~11.3 EH/s Current Operating Hashrate Total Power Capacity Odessa Fleet Efficiency(3) ~17.6 J/TH 207 MW


 
Operational Highlights CIPHER JV DATA CENTERS (1) Reflects approximate percentage of Cipher’s April 2025 BTC production (2) Joint venture with WindHQ LLC, of which Cipher owns ~2.2 EH/s (3) Reflects reconciled combined electricity cost from Q1 ‘25, including taxes, settlement charges, TDSP charges, customer charges, and 2021 storm surcharge (4) Reflects the estimated fleet efficiency at the joint venture sites as of April 2025 Alborz, Bear & Chief – 14% of BTC Production(1) ~$39,988 All-in Electricity Cost per BTC Q1-2025(3) ~4.4 EH/s Current Operating Hashrate(2) Total Power Capacity JV Sites Fleet Efficiency(4) ~25.7 J/TH 120 MW


 
Development Pipeline


 
Black Pearl Black Pearl 2025 GROWTH • Energization expected in 2Q 2025 • Data center construction progressing on schedule – Received all four substation transformers – Substantially completed the core and shell and ready to receive rigs for first 50 MW data hall • Phase I envisions 150 MW of air-cooled rigs generating up to ~2.5 EH/s(1) in Q2 ‘25 and ramping up to ~9.6 EH/s(2) in Q3 ‘25 • Evaluating BTC mining or HPC for 150 MW of Phase II capacity (1) Reflects deployment of previously utilized rigs from the Odessa site and assumes fleet efficiency of ~29.3 J/TH (2) Reflects deployment of rigs under Bitmain option and previously utilized rigs from the Odessa site; assumes fleet efficiency of ~14.7 J/TH 300 MW Total Power Capacity 70 Acres Total Acreage


 




12 Barber Lake 2025 GROWTH Barber Lake 300 MW Approved Power Capacity 587 Acres Total Acreage • Signed Fortress as JV financing partner • Site is energized and ready for construction • Site features: – Newly constructed high-to-mid voltage substation – Approvals for 300 MW of interconnection / agreements necessary to participate in the ERCOT market – Signed MOU for additional 500 MW data center – Favorable water flow rates suitable for evaporative cooling applications for HPC / PUE optimization Barber Lake Site Colorado City


 
Stingray 2026 GROWTH Stingray 100 MW Approved Power Capacity 250 Acres Total Acreage • Energization expected in 3Q 2026 • Site features: – 250 acres of owned land in West Texas – Approvals for 100 MW of interconnection / agreements necessary to participate in the ERCOT market 13 Stingray Site Andrews Stingray Site Midland


 
14 Reveille, Mikeska, Milsing, McLennan 2027 GROWTH Reveille Milsing McLennan Mikeska 70 MW Total Power Capacity 55 Acres Total Acreage Reveille 500 MW Total Power Capacity(1) 100 Acres Total Acreage Mikeska 500 MW Total Power Capacity(1) 187 Acres Total Acreage Milsing 500 MW Total Power Capacity(1) 319 Acres Total Acreage McLennan (1) Reflects total potential capacity of 500 MW per site – pending load studies and ERCOT LFL approval


 
Financial Update


 
$18m Q4 2024 ($39m) Q1 2025 GAAP NET EARNINGS $0.05 Q4 2024 ($0.11) Q1 2025 GAAP NET EARNINGS PER SHARE $42m Q4 2024 $49m Q1 2025 REVENUES Q1 2025 Quarter Over Quarter Financial Highlights 16Note: Values represented are approximations $51m Q4 2024 $6m Q1 2025 ADJUSTED EARNINGS $0.14 Q4 2024 $0.02 Q1 2025 ADJUSTED EARNINGS PER SHARE


 
$40m Q1 2024 ($39m) Q1 2025 GAAP NET EARNINGS $0.13 Q1 2024 ($0.11) Q1 2025 GAAP NET EARNINGS PER SHARE $48m Q1 2024 $49m Q1 2025 REVENUES Q1 2025 Year Over Year Financial Highlights 17Note: Values represented are approximations $63m Q1 2024 $6m Q1 2025 ADJUSTED EARNINGS $0.21 Q1 2024 $0.02 Q1 2025 ADJUSTED EARNINGS PER SHARE


 
Three Months Ended Three Months Ended March 31, March 31, 2025 December 31, 2024 2025 2024 Revenue - bitcoin mining $ 48,959 $ 42,222 $ 48,959 $ 48,137 Costs and operating (expenses) income Cost of revenue (14,894) (18,200) (14,894) (14,820) Compensation and benefits (14,303) (16,737) (14,303) (13,036) General and administrative (8,951) (9,294) (8,951) (6,077) Depreciation and amortization (43,467) (36,317) (43,467) (17,244) Change in fair value of derivative asset 7,330 11,260 7,330 7,359 Power sales 991 1,679 991 1,173 Equity in income (losses) of equity investees (5,292) (1,392) (5,292) 738 Unrealized (losses) gains on fair value of bitcoin (20,178) 14,091 (20,178) 40,556 Realized gains on sale of bitcoin 12,196 26,435 12,196 - Other gains (479) 3,333 (479) - Total costs and operating expenses (87,047) (25,142) (87,047) (1,351) Operating (loss) income (38,088) 17,080 (38,088) 46,786 Other income (expense) Interest income 190 357 190 786 Interest expense (777) (589) (777) (400) Change in fair value of warrant liability - - - 250 Other expense (156) (1,309) (156) (1,958) Total other expense (743) (1,541) (743) (1,322) (Loss) income before taxes (38,831) 15,539 (38,831) 45,464 Current income tax expense (779) (323) (779) (386) Deferred income tax benefit (expense) 635 2,295 635 (5,178) Total income tax expense (144) 1,972 (144) (5,564) Net (loss) income $ (38,975) $ 17,511 $ (38,975) $ 39,900 (Loss) income per share - basic and diluted $ (0.11) $ 0.05 $ (0.11) $ 0.13 Weighted average shares outstanding - basic 360,514,620 348,100,875 360,514,620 296,641,499 Weighted average shares outstanding - diluted 360,514,620 364,351,092 360,514,620 304,397,979 Results of Operations QoQ and YoY Comparison 18Note: In thousands, except for share and per share amounts


 
Three Months Ended Three Months Ended March 31, March 31, 2025 December 31, 2024 2025 2024 Reconciliation of Adjusted Earnings: Net (loss) income $ (38,975) $ 17,511 $ (38,975) $ 39,900 Change in fair value of derivative asset (7,330) (11,260) (7,330) (7,359) Share-based compensation expense 9,132 10,267 9,132 8,317 Depreciation and amortization 43,467 36,317 43,467 17,244 Deferred income tax (benefit) expense (635) (2,295) (635) 5,178 Other losses - nonrecurring 479 — 479 — Change in fair value of warrant liability — — — (250) Adjusted (loss) earnings $ 6,138 $ 50,540 $ 6,138 $ 63,030 Three Months Ended Three Months Ended March 31, March 31, 2025 December 31, 2024 2025 2024 Reconciliation of Adjusted Earnings per share - diluted: Net loss per share - diluted $ (0.11) $ 0.05 $ (0.11) $ 0.13 Change in fair value of derivative asset per diluted share (0.02) (0.04) (0.02) (0.03) Share-based compensation expense per diluted share 0.03 0.03 0.03 0.03 Depreciation and amortization per diluted share 0.12 0.11 0.12 0.06 Deferred income tax (benefit) expense per diluted share — (0.01) — 0.02 Other losses - nonrecurring per diluted share — — — — Change in fair value of warrant liability per diluted share — — — — Adjusted (loss) earnings per diluted share $ 0.02 $ 0.14 $ 0.02 $ 0.21 Non-GAAP Adjusted Earnings QoQ and YoY Comparison 19Note: In thousands, except for per share amounts


 
March 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 23,173 $ 5,585 Accounts receivable 758 596 Receivables, related party 300 2,090 Prepaid expenses and other current assets 2,970 3,387 Bitcoin 52,024 92,651 Receivable for bitcoin collateral 32,497 32,248 Derivative asset 42,835 31,648 Total current assets 154,557 168,205 Restricted cash 14,392 14,392 Property and equipment, net 477,972 480,865 Deposits on equipment 122,502 38,872 Intangible assets, net 9,043 8,881 Investment in equity investees 48,499 53,908 Derivative asset 50,165 54,022 Operating lease right-of-use asset 12,192 12,561 Security deposits 19,776 19,782 Other noncurrent assets 4,694 3,958 Total assets $ 913,792 $ 855,446 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 29,879 $ 22,699 Accrued expenses and other current liabilities 66,300 69,824 Finance lease liability, current portion 3,903 3,798 Operating lease liability, current portion 3,200 3,127 Short-term borrowings 35,459 32,330 Total current liabilities 138,741 131,778 Asset retirement obligations 20,801 20,282 Finance lease liability 6,315 7,331 Operating lease liability 9,506 9,833 Deferred tax liability 3,634 4,269 Total liabilities 178,997 173,493 Commitments and contingencies (Note 13) Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2025, and December 31, 2024 - - Common stock, $0.001 par value, 500,000,000 shares authorized, 371,313,598 and 361,432,449 shares issued as of March 31, 2025 and December 31, 2024, respectively, and 370,857,699 and 350,783,817 shares outstanding as of March 31, 2025, and December 31, 2024, respectively 371 361 Additional paid-in capital 954,812 863,015 Accumulated deficit (220,387) (181,412) Treasury stock, at par, 455,899 and 10,648,632 shares at March 31, 2025 and December 31, 2024, respectively (1) (11) Total stockholders’ equity 734,795 681,953 Total liabilities and stockholders’ equity $ 913,792 $ 855,446 Consolidated Balance Sheets 20Note: In thousands, except for share and per share amounts