{"url_path":"/sec/cifr/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1819989/0000950103-26-008994-index.html","accession_number":"0000950103-26-008994","cik":"0001819989","ticker":"CIFR","issuer_name":"Cipher Digital Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1819989/0000950103-26-008994-index.html","primary_entity_key":"0001819989","primary_entity_name":"Cipher Digital Inc."},"word_count":815,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Senior Secured Notes Offering**\n\n \n\n*General*\n\n \n\nOn June 15, 2026, Stingray Compute LLC\n(“Stingray Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Digital Inc.\n(“Cipher” or the “Company”), completed its previously announced private offering of 6.000% Senior Secured\nNotes due 2031 (the “notes”). The notes were sold under a purchase agreement, dated as of June 8, 2026, entered into by\nand among the Company, Cipher Stingray LLC, a wholly-owned subsidiary of Stingray Compute (the “Subsidiary Guarantor”),\nand Morgan Stanley & Co. LLC as representative of the initial purchasers, for resale to persons reasonably believed to be\nqualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)\nand outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount\nof notes sold in the offering was $810.0 million.\n\n \n\nThe notes were issued at a price equal to\n99.750% of their principal amount. Stingray Compute intends to use the net proceeds from the offering to (1) finance the remaining\ncost of the Stingray Facility, a high performance computing data center in Andrews, Texas (the “Stingray Facility”), (2)\nreimburse the Company for approximately $61.5 million of prior equity contributions to Cipher Stingray used to fund capital\nexpenditures relating to the Stingray Facility and (3) fund debt service reserves.\n\n \n\n*Maturity and Interest Payments*\n\n \n\nOn June 15, 2026, Stingray Compute, the Subsidiary\nGuarantor and Cipher Stingray Holdings LLC, direct parent of Cipher Compute, entered into an indenture (the “Indenture”) with\nrespect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”). The notes are senior secured\nobligations of Stingray Compute and bear interest at a rate of 6.000% per year payable semiannually in arrears on June 15 and December\n15 of each year, beginning on December 15, 2026. The notes will mature on June 15, 2031, unless earlier redeemed or repurchased in accordance\nwith their terms.\n\n \n\n*Amortization of Principal*\n\n \n\nThe principal amount of the notes will amortize\non a semi-annual basis on June 15 and December 15 of each year following the Final Commencement Date (as such term is defined in the Indenture)\nin an amount necessary to achieve the Target Project Debt Service Coverage Ratio (as such term is defined in the Indenture) as of such\npayment date.\n\n \n\n*Redemption*\n\n \n\nOn or after June 15, 2028, the Issuer may redeem\nthe notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.\n\n \n\nPrior to June 15, 2028, the Issuer may redeem the\nnotes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of\nthe notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to June 15, 2028,\nthe Issuer may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the proceeds of\ncertain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.\n\n \n\n \n\n \n\n*Certain Covenants*\n\n \n\nThe Indenture limits the ability of the Issuer\nand the Subsidiary Guarantor to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions\non, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens;\n(v) consummate certain asset sales; (vi) enter into sale and leaseback transactions; (vii) hold assets or conduct operations unrelated\nto the operation of the Stingray Facility; (viii) engage in certain transactions with its affiliates; and (ix) merge, consolidate or transfer\nor sell all or substantially all of its assets.\n\n \n\nThese covenants are subject to a number of important\nqualifications and exceptions. Additionally, upon the occurrence of specified change of control events, Stingray Compute must offer to\nrepurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.\nThe Indenture also provides for customary events of default.\n\n \n\nThe foregoing description of the Indenture and\nthe notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form\nof note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated\nherein by reference.\n\n \n\n*Completion Guarantee*\n\n \n\nCipher will provide a customary completion guarantee\nwith respect to the Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray\nFacility in the event that the proceeds of the Notes and the available funds (including prior equity contributions by Cipher relating\nto the Stingray Facility) are insufficient to do so."}