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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2025
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CIPHER MINING INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
001-39625 |
85-1614529 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 1 Vanderbilt Avenue |
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| Floor 54 |
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New York, New York |
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10017 |
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Registrant’s Telephone Number, Including Area Code: (332) 262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
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Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
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CIFR |
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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 |
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CIFRW |
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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 October 6, 2025, Edward Farrell, Chief Financial Officer of Cipher Mining Inc. (the “Company” or “Cipher”), notified the Company that he has decided to retire, effective October 14, 2025. Until that date, Mr. Farrell will remain Cipher’s Chief Financial Officer, and he will continue to serve in an advisory capacity thereafter through April 17, 2026 (the “Consulting Period”) to support continuity and a smooth transition.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Edward Farrell as Chief Financial Officer
On October 6, 2025, Mr. Farrell and Cipher entered into an advisory agreement (the “Advisory Agreement”) governing the terms of his remaining period of service to Cipher. In exchange for advisory services and a general release of all claims in favor of Cipher, during the Consulting Period, Mr. Farrell will continue to receive his base salary at his current rate and continued health insurance coverage at the sole expense of the Company, and his outstanding equity awards will continue to vest in accordance with their terms. Any unvested restricted stock units or performance-based restricted stock units that have been earned based on the Company’s actual performance will accelerate and become fully vested on the last day of the Consulting Period.
This description of the Advisory Agreement is qualified in its entirety by reference to the full text of the Advisory Agreement. A copy of the Advisory Agreement is expected to be filed as an exhibit to Cipher’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
Appointment of Gregory Mumford as Chief Financial Officer
On October 6, 2025, Cipher announced the appointment of Gregory Mumford as Cipher’s Chief Financial Officer, effective October 14, 2025. Mr. Mumford will succeed Mr. Farrell following Mr. Farrell’s retirement.
Mr. Mumford, age 32, has over a decade of experience in financial services, credit, and capital markets, including serving as Director and a leader in the Digital Assets & Infrastructure group in Keefe, Bruyette & Woods’ Investment Banking division from December 2019 through September 2025. During his tenure at KBW and its affiliated entities, he advised on a broad range of M&A and capital markets activity with a focus on digital infrastructure and industrials. Mr. Mumford was recognized not only for his contributions to his team and clients, but also for his leadership throughout the broader organization, serving key roles in the firm’s recruitment and training programs. Prior to joining KBW, Mr. Mumford held various roles at one of Canada’s largest banks in their commercial and corporate banking group.
On October 6, 2025, Mr. Mumford and Cipher entered into an employment agreement (the “Mumford Employment Agreement”) governing the terms of his service as Cipher’s Chief Financial Officer. Pursuant to the Mumford Employment Agreement, beginning on October 14, 2025, Mr. Mumford will receive a base salary of $500,000 per year and discretionary annual cash performance bonus under the applicable Company bonus plan or program, prorated for the partial service for the 2025 fiscal year. Mr. Mumford will also be eligible to participate in and receive equity awards pursuant to Cipher’s 2021 Incentive Award Plan at the discretion of the Compensation Committee of the Company’s Board of Directors.
In addition, Mr. Mumford will receive a sign-on equity award of 375,000 restricted stock units, which will vest in equal annual installments over a three-year period. Cipher will also enter into Cipher’s standard indemnification agreement in favor of Mr. Mumford.
If Mr. Mumford is terminated without cause or resign for good reason, subject to Mr. Mumford’s execution and non-revocation of a release of claims, Cipher will continue to pay his base salary and provide subsidized continued healthcare coverage for Mr. Mumford and his eligible dependents for 12 months following the termination. The severance benefits provided under the Mumford Employment Agreement are consistent with those provided to Cipher’s other executive officers.
Mr. Mumford has no family relationships with any of Cipher’s directors or executive officers, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
This description of the Mumford Employment Agreement is qualified in its entirety by reference to the full text of the Mumford Employment Agreement, which is expected to be filed as an exhibit to Cipher’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
Item 7.01 Regulation FD Disclosure.
On October 6, 2025, Cipher issued a press release regarding Mr. Farrell’s retirement and Mr. Mumford’s appointment, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit
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Description |
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| 104 |
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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.
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Cipher Mining Inc. |
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| Date: |
10/6/2025 |
By: |
/s/ Tyler Page |
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Tyler Page Chief Executive Officer |
EX-99.1
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cifrex991xcfotransitionpre.htm
EX-99.1
Document
Cipher Mining Announces the Retirement of Edward Farrell, Chief Financial Officer, and the Appointment of Gregory Mumford as Successor
NEW YORK – October 6, 2025 (GLOBE NEWSWIRE) – Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer and operator of industrial-scale data centers, today announced a transition in its Chief Financial Officer (“CFO”) role. Ed Farrell will become a Senior Advisor to the Company and Greg Mumford has been appointed incoming CFO. Both appointments will take effect upon Mr. Farrell’s retirement on October 14, 2025.
Mr. Farrell was the Company’s first CFO and was instrumental in the Company’s tremendous success in its first five years. He played a pivotal role in taking the Company public in 2021 and provided strong financial leadership in successfully navigating Cipher through the challenges and opportunities of its early years as a publicly traded company. He will continue to share his expertise, insights, and extensive experience with Cipher in his new role as Senior Advisor. In this capacity, he will support the CFO leadership transition and continue to provide strategic guidance to the Company.
"I want to extend my deepest gratitude to Ed for his exceptional leadership in building Cipher’s solid foundation and guiding our growth with unmatched financial expertise. He has assembled an outstanding finance team that leaves us well-positioned for this transition and the opportunities ahead,” said Tyler Page, Cipher’s CEO. “I am grateful for his partnership, collaboration, and friendship, and I look forward to benefitting from his continued counsel in the future. We will miss him and extend our best wishes to him and his family in his retirement."
Mr. Mumford will succeed Mr. Farrell and become Cipher’s second CFO. Mr. Mumford brings more than a decade of experience across financial services, credit, and capital markets. Most recently, he was a senior banker in the Digital Assets & Infrastructure Investment Banking group at Keefe, Bruyette & Woods, where he advised on a wide range of M&A and capital markets transactions, with a focus on digital infrastructure and industrials. At Cipher, he will leverage his deep corporate finance expertise, spanning strategic advisory, structuring, and capital markets execution, to support the company’s growth and long-term strategy. Mr. Mumford will lead the Company’s finance department and serve on the Company’s Executive Management Team. He will report to Mr. Page.
“We are thrilled to welcome Greg to the Cipher team at such an exciting time for the Company. His track record as a dealmaker, structuring complex transactions and navigating dynamic capital markets, makes him uniquely well-suited to help us capitalize on the extraordinary momentum and opportunities we are seeing in the HPC space,” said Mr. Page. “His experience advising on transformative deals in digital infrastructure and industrials will be invaluable as we continue to scale.”
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 timing of Mr. Farrell’s retirement and his future advisory role at the Company, the timing of Mr. Mumford’s transition, the Company’s beliefs and expectations regarding its planned business model and strategy, 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, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 7, 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’ 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 Investor Resources section of Cipher’s Investors’ Website and submitting your email address.
Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Mining
Courtney.knight@ciphermining.com
Media Contact:
Ryan Dicovitsky / Katie Nerantzis
Dukas Linden Public Relations
CipherMining@DLPR.com