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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): November 3, 2025
________________________________________________________
CIPHER MINING INC.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3962585-1614529
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 shareCIFRThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole shareCIFRWThe 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



Item 2.02 Results of Operations and Financial Condition.
On November 3, 2025, Cipher Mining Inc. (the “Company”) announced its results for the third quarter ended September 30, 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 7.01 Regulation FD Disclosure.
On November 3, 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
104Cover 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:November 3, 2025By: /s/ Tyler Page
Tyler Page
Chief Executive Officer



Exhibit 99.1
Cipher Mining Provides Third Quarter 2025 Business Update

Third Quarter 2025 Revenue of $72m and Non-GAAP Adjusted Earnings of $41m

Executed 15-Year data center campus lease with Amazon Web Services to support AI workloads

Secured Majority Ownership in Joint Venture to Develop 1-Gigawatt Site in West Texas

NEW YORK— November 3, 2025 —Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced its third quarter 2025 financial results, as well as an update on its operations and business strategy, including two significant corporate developments.

“The third quarter was truly transformative for Cipher,” said Tyler Page, CEO. “We executed a pivotal transaction with Fluidstack and Google, which firmly established our credibility in the HPC space. We are now following that transaction with another major step forward by signing our first direct lease with a Tier 1 hyperscaler.”

Cipher today announced an approximately $5.5 billion, 15-year lease agreement with Amazon Web Services to provide turnkey space and power for AI workloads. Under the terms of this lease agreement, Cipher will deliver 300 MW of capacity in 2026, including both air and liquid cooling to the racks. The capacity will be delivered in two phases, expected to begin in July 2026 and complete in the fourth quarter of 2026, with rent commencing in August 2026.

In addition, Cipher today announced the formation of a joint entity to develop a 1-gigawatt (“GW”) site, named “Colchis”, in West Texas. Under the terms of the agreement, Cipher is expected to provide the majority of the financing, which would result in approximately 95% equity ownership assuming standard lease and development terms in a future HPC lease.

The Colchis site includes a fully executed 1-GW Direct Connect Agreement with American Electric Power (“AEP”), under which AEP will construct the necessary dual interconnection facility for a targeted energization in 2028. Construction of the interconnection facility will proceed in parallel with ERCOT's final review and approval. The 620-acres of land under option sit adjacent to the existing substation, and the site has all the necessary characteristics for development of an HPC data center.

“Last quarter, we discussed our aggressive aim to position Cipher ahead of the curve, anticipating where the industry is heading and aligning our strategy accordingly. Since then, we’ve delivered on that vision, executing two milestone HPC transactions, as well as our most significant pipeline addition to date,” said Mr. Page. “As the industry evolves rapidly and validates our thesis that Tier 1 hyperscalers would turn to Cipher and to non-traditional areas in Texas, we’re more confident than ever that Cipher is among the best-positioned companies in the world to seize additional opportunities created by the growing power shortfall.”

Finance and Operations Highlights

Executed 10-Year AI Hosting Agreement with Fluidstack and Google
Executed 15-Year data center campus lease with Amazon Web Services to support AI workloads
AI hosting contracts represent approximately $8.5 billion in lease payments
Successfully completed $1.3 billion convertible note offering




Secured ~95% Ownership in Joint Venture to Develop a 1-Gigawatt Site in West Texas, called Colchis, assuming standard development terms in a future HPC lease
Pipeline of 3.2 GW of site capacity
Q3 2025 Net Loss of $3 million, or $0.01 per share, and Adjusted Earnings of $41 million, or $0.10 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, such as projected hashrate, 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, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 7, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 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.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 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 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
[email protected]

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
[email protected]






CIPHER MINING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(unaudited)


September 30, 2025

December 31, 2024
ASSETS



Current assets



Cash and cash equivalents
$    1,207,440    

$    5,585    
Accounts receivable
    696    

    596    
Receivables, related party
    308    

    2,090    
Prepaid expenses and other current assets
    3,966    

    3,387    
Bitcoin
    170,303    

    92,651    
Receivable for bitcoin collateral
    -    

    32,248    
Derivative asset
    36,766    

    31,648    
Total current assets
    1,419,479    

    168,205    
Restricted cash
    13,779    

    14,392    
Property and equipment, net
    649,877    

    480,865    
Deposits on equipment
    7,683    

    38,872    
Intangible assets, net
    9,425    

    8,881    
Investment in equity investees
    42,289    

    53,908    
Derivative assets
    121,664    

    54,022    
Operating lease right-of-use asset
    11,867    

    12,561    
Security deposits
    12,045    

    19,782    
Other noncurrent assets
    552,758    

    3,958    
Total assets
$    2,840,866    

$    855,446    
LIABILITIES AND STOCKHOLDERS’ EQUITY



Current liabilities



Accounts payable
$    12,462    

$    22,699    
Accrued expenses and other current liabilities
    37,549    

    69,824    
Finance lease liability, current portion
    4,123    

    3,798    
Operating lease liability, current portion
    3,523    

    3,127    
Warrant liability
    512,590    

    -    




Short-term borrowings
    -    

    32,330    
Total current liabilities
    570,247    

    131,778    
Long-term borrowings, net
    1,023,075    

    -    
Derivative liability
    414,320    

    -    
Asset retirement obligations
    32,903    

    20,282    
Finance lease liability
    4,197    

    7,331    
Operating lease liability
    9,058    

    9,833    
Deferred tax liability
    3,871    

    4,269    
Total liabilities
    2,057,671    

    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 September 30, 2025, and December 31, 2024
    -    

    -    
Common stock, $0.001 par value, 500,000,000 shares authorized, 395,488,396 and 361,432,449 shares issued as of September 30, 2025 and December 31, 2024, respectively, and 393,602,553 and 350,783,817 shares outstanding as of September 30, 2025, and December 31, 2024, respectively
    395    

    361    
Additional paid-in capital
    1,052,253    

    863,015    
Accumulated deficit
    (269,451)

    (181,412)
Treasury stock, at par, 1,885,843 and 10,648,632 shares at September 30, 2025 and December 31, 2024, respectively
    (2)

    (11)
Total stockholders’ equity
    783,195    

    681,953    
Total liabilities and stockholders’ equity
$    2,840,866    

$    855,446    









CIPHER MINING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024
Revenue - bitcoin mining
$    71,707    

$    24,102    

$    164,231    

$    109,047    
Costs and operating (expenses) income







Cost of revenue
    (26,733)

    (15,063)

    (56,957)

    (44,164)
Compensation and benefits
    (14,445)

    (14,738)

    (44,407)

    (44,058)
General and administrative
    (8,167)

    (8,919)

    (26,196)

    (23,362)
Depreciation and amortization
    (59,549)

    (28,636)

    (147,102)

    (66,131)
Change in fair value of power purchase agreement
    (9,030)

    (48,520)

    (17,180)

    (19,181)
Power sales
    2,335    

    1,444    

    4,702    

    3,726    
Equity in (losses) income of equity investees
    (1,479)

    847    

    (8,472)

    1,008    
Unrealized gains (losses) on fair value of bitcoin
    108    

    (22,156)

    (2,927)

    (2,778)
Realized gains on sale of bitcoin
    7,535    

    20,245    

    16,092    

    25,114    
Other operating gains (losses)
    101    

    -    

    (2,732)

    -    
Total costs and operating expenses
    (109,324)

    (115,496)

    (285,179)

    (169,826)
Operating loss
    (37,617)

    (91,394)

    (120,948)

    (60,779)
Other income (expense)







Interest income
    457    

    1,188    

    943    

    3,027    
Interest expense
    (1,286)

    (346)

    (3,200)

    (1,118)
Change in fair value of warrant liability
    31,860    

    -    

    31,860    

    250    
Other income (expense)
    3,000    

    (4)

    4,064    

    (1,235)
Total other income
    34,031    

    838    

    33,667    

    924    
Loss before taxes
    (3,586)

    (90,556)

    (87,281)

    (59,855)
Current income tax benefit (expense)
    767    

    (211)

    (1,157)

    (932)
Deferred income tax benefit (expense)
    (464)

    4,013    

    399    

    (1,358)
Total income tax benefit (expense)
    303    

    3,802    

    (758)

    (2,290)
Net loss
$    (3,283)

$    (86,754)

$    (88,039)

$    (62,145)
Loss per share - basic and diluted
$    (0.01)

$    (0.26)

$    (0.23)

$    (0.20)
Weighted average shares outstanding - basic
393,191,623

332,680,037

376,372,526

314,820,110
Weighted average shares outstanding - diluted
393,191,623

332,680,037

376,372,526

314,820,110












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 September 30,

Nine Months Ended September 30,

2025

2024

2025

2024
 Reconciliation of Adjusted Earnings:







Net loss
$    (3,283)

$    (86,754)

$    (88,039)

$    (62,145)
 Change in fair value of power purchase agreement
    9,030    

    48,520    

    17,180    

    19,181    
 Share-based compensation expense
    9,074    

    10,211    

    28,736    

    31,865    
 Depreciation and amortization
    59,549    

    28,636    

    147,102    

    66,131    
 Deferred income tax (benefit) expense
    464    

    (4,013)

    (399)

    1,358    
 Other (losses) gains - nonrecurring
    (2,246)

    —    

    4,049    

    —    
 Change in fair value of warrant liability
    (31,860)

    —    

    (31,860)

    (250)
 Adjusted earnings (loss)
$    40,728    

$    (3,400)

$    76,769    

$    56,140    


Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024
Reconciliation of Adjusted Earnings per share - diluted:







Net loss per share - diluted
$    (0.01)

$    (0.26)

$    (0.23)

$    (0.20)
Change in fair value of power purchase agreement per diluted share
    0.03    

    0.14    

    0.03    

    0.07    
Share-based compensation expense per diluted share
    0.02    

    0.03    

    0.08    

    0.10    
Depreciation and amortization per diluted share
    0.15    

    0.09    

    0.39    

    0.21    
Deferred income tax (benefit) expense per diluted share
    —    

    (0.01)

    —    

    —    
 Other (losses) gains - nonrecurring per diluted share
    (0.01)

    —    

    0.01    

    —    
Change in fair value of warrant liability per diluted share
    (0.08)

    —    

    (0.08)

    —    
Adjusted earnings (loss) per diluted share
$    0.10    

$    (0.01)

$    0.20    

$    0.18    


Presentation for Business Update NOVEMBER 3, 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, such as projected hashrate, 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, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 7, 2025, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 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.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 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 included elsewhere in this communication, 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. 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


 
Amazon Web Services Transaction Overview 3 Executed 15-Year Data Center Campus Lease with Amazon Web Services to Support AI Workloads • 15-year lease agreement with Amazon Web Services will provide turnkey space, and power for AI workloads • Cipher will deliver 300 MW of gross capacity in 2026, including both air and liquid cooling to the racks • The capacity will be delivered in two phases beginning in July 2026 and completing in Q4 2026, with rent commencing in August 2026 Amazon Web Services, Inc. 300 MW Gross Capacity ~$5.5Bn Estimated Contract Value 15 Years Base Lease Term Aug. 2026 Lease Start Date


 
Secured 1 GW Site Expected to Energize in 2028 • Cipher expects to own ~95% of joint venture equity assuming standard HPC lease and development assumptions • 1 GW of capacity supported by a signed Direct Connect Agreement with AEP – Anticipated power consumption in 2028 pending ERCOT approval • Transaction includes land purchase options of up to 620 acres • Site is well-suited for HPC application given its large-scale potential power capacity, sizable acreage, availability of diverse fiber paths, and dual interconnection capability 1 GW Fully Executed DCA with AEP(1) 620 Acres Total Acreage Under Option New Site: Colchis 4 Colchis Barber Lake (1) DCA: Direct Connect Agreement


 
BTC Mining ~33% AI/HPC ~67% Total Pro-Forma MW Mix Operating & Contracted Gross Capacity Third Quarter Growth Update 5 Transformational Transactions Unlock HPC Opportunity • HPC – Signed 15-year data center campus lease with Amazon Web Services to support AI workloads – Signed 10-year lease with Fluidstack including $1.4Bn backstop from Google o Construction currently underway – Secured 1 GW site expected to energize in 2028 – Completed successful convertible offering raising gross proceeds of ~$1.3Bn • Bitcoin Mining – Exceeded Q3 2025 hashrate projections and achieved total self-mining hashrate of ~23.6 EH/s (1) Based on forecasted gross MWs for Amazon Web Services and Fluidstack/Google executed AI/HPC leases, and currently operating bitcoin self-mining capacity ~810 MW(1)


 
56 MW 100 MW 70 MW 2,500 MW 500 MW Energized 2026 2027 2028-2029 2029+ 207 MW 207 MW 120 MW 120 MW 96 MW 150 MW Q2 2025 Current Odessa Alborz, Bear, Chief Black Pearl 0 MW 244 MW 300 MW Q2 2025 Current Fluidstack/Google Amazon Web Services Energy Portfolio Overview 6 (1) Joint venture with WindHQ LLC, of which Cipher owns ~59 MW (2) Reflects reconciled combined electricity cost from Q3 ‘25 of Odessa, Black Pearl, Alborz, Bear & Chief, including TDU charges, taxes, settlement charges, TDSP charges, customer charges, contract charges, 2021 storm surcharge, and net of revenue generated from opportunistic power sales (3) Reflects total potential capacity of 500 MW per site – pending load studies and ERCOT / ERCOT LFL approval (4) Reflects recent site acquisition of Colchis site – 1 GW site expected to be available in 2028 pending ERCOT approval (5) Signed MOU to negotiate building an additional 500 MW data center adjacent to the current 300 MW site, expected to be available 2029 – 2030 Operating Capacity Contracted AI Hosting Capacity Pipeline Capacity Timeline  Exceeded Q3 2025 hashrate projections and achieved total self-mining hashrate of ~23.6 EH/s  Total fleet efficiency as of Q3 2025: ~16.8 J/TH  Total BTC held as of Q3 2025: ~1,500 BTC  Q3 2025 all-in electricity cost per BTC: $34,189(2)  Signed 10-year lease with Fluidstack for 244 MW gross (168 IT MW) with Google backstopping $1.4Bn of Fluidstack’s lease obligations – Construction underway and expected to be completed in Sep. 2026, with rent commencing in Oct. 2026  Signed 15-year lease with Amazon Web Services for 300 MW gross ~477 MW ~423 MW 544 MW  Energized: Barber Lake (56 MW)  2026 Energization: Stingray (100 MW)  2027 Energization: Reveille (70 MW)  2028-2029 Expected Energization: 3 M’s (1,500 MW(3)), Colchis (1 GW(4))  2029+ Expected Energization: Barber Lake (500 MW(5)) (1)


 
Current Portfolio


 
Signed 10-Year Lease with Fluidstack and Google • Signed 10-year lease with Fluidstack including $1.4Bn backstop from Google – 244 MW gross (168 IT MW) – ~$3.0Bn of minimum contracted revenue • Construction underway – Ground has been broken at the site and engineering, procurement, and construction are underway and progressing on schedule • Optionality for 56 MW of remaining capacity • Signed MOU for additional 500 MW of capacity 300 MW Approved Power Capacity 587 Acres Total Acreage Barber Lake Barber Lake Site Highway I-20


 
Bitcoin Mining Portfolio Snapshot Alborz 207 MW Total Operating Power Capacity Odessa - 56% of BTC Production(1) Black Pearl - 36% of BTC Production(1) Alborz, Bear & Chief - 9% of BTC Production(1) Odessa Bear Chief 40 MW 40 MW 207 MW 150 MW Black Pearl 40 MW ~17.6 J/TH Fleet Efficiency ~11.3 EH/s Total Operating Hashrate $25,414 Q3 2025 All-In Electricity Cost per BTC(2) 150 MW Total Operating Power Capacity ~13.9 J/TH Fleet Efficiency ~10.1 EH/s Total Operating Hashrate $42,803 Q3 2025 All-In Electricity Cost per BTC(3) 120 MW Total Operating Power Capacity(4) ~25.7 J/TH Fleet Efficiency ~4.4 EH/s Total Operating Hashrate(4) $58,427 Q3 2025 All-In Electricity Cost per BTC(5) (1) Reflects approximate percentage of Cipher’s Q3 ’25 BTC production (2) Reflects electricity cost from Q3 ‘25, including TDU charges and net of revenue generated from opportunistic power sales (3) Reflects electricity cost from Q3 ‘25, including contract charges, taxes, and TDU charges (4) Joint venture with WindHQ LLC, of which Cipher owns ~59 MW and ~2.2 EH/s (5) Reflects reconciled combined electricity cost from Q3 ‘25, including taxes, settlement charges, TDSP charges, customer charges, and 2021 storm surcharge


 
Development Pipeline


 
2026 Currently Available Power Capacity • Energization expected in Q4 2026 • Continued development of substation and secured long-lead items including transformers and high-voltage breakers • Site features: – 250 acres of land in West Texas – Approvals for 100 MW of interconnection / agreements necessary to participate in the ERCOT market 100 MW Approved Power Capacity 250 Acres Total Acreage Stingray 11 Stingray Site Andrews Stingray Site Midland


 
Total Acreage 12 Future Pipeline Capacity Reveille Milsing McLennan Mikeska 70 MW Total Power Capacity Reveille (1) Reflects total potential capacity of 500 MW per site – pending load studies and ERCOT / ERCOT LFL approval (2) Reflects recent site acquisition of Colchis site – 1 GW site expected to be available in 2028 pending ERCOT approval 55 Acres Total Acreage 500 MW Total Power Capacity(1) Mikeska 100 Acres Total Acreage 500 MW Total Power Capacity(1) Milsing 187 Acres Total Acreage 500 MW Total Power Capacity(1) McLennan 319 Acres Total Acreage 1,000 MW Total Power Capacity(2) Colchis 620 Acres Colchis


 
Financial Update


 
14 Metric Q3 2025 Q2 2025 % Variance QoQ Comments End of Period Self-Mining Hashrate ~23.6 EH/s ~16.8 EH/s ~40% Increase Driven by completion of Black Pearl Phase I 150 MW Bitcoin Self-Mined ~689 BTC(1) ~509 BTC(2) ~35% Increase Driven by first full quarter of Black Pearl production All-In Electricity Cost per BTC $34,189(3) $27,324(4) ~25% Increase Driven by increase in network hashrate and energization of Black Pearl Phase I 150 MW, which is a front-of-the-meter site Revenue ~$72M ~$44M ~65% Increase Driven primarily from the increase in BTC price and increased production from the first full quarter of Black Pearl production GAAP Earnings (~$3M) (~$46M) ~93% Increase Driven by increased revenue and mark to market gain on warrant liability Non-GAAP Adjusted Earnings ~$41M ~$30M ~34% Increase Driven by increased revenue Cash and Cash Equivalents ~$1.2Bn ~$63M ~1,826% Increase Driven primarily from net proceeds of 2031 Notes (~$1.2B) Q3 2025 Quarter Over Quarter Financial Highlights (1) Reflects Q3 ’25 total bitcoin self-mined from Odessa, Black Pearl, Alborz, Bear & Chief (2) Reflects Q2 ’25 total bitcoin self-mined from Odessa, Black Pearl, Alborz, Bear & Chief (3) Reflects reconciled combined electricity cost from Q3 ‘25 of Odessa, Black Pearl, Alborz, Bear & Chief, including TDU charges, taxes, settlement charges, TDSP charges, customer charges, contract charges, 2021 storm surcharge, and net of revenue generated from opportunistic power sales (4) Reflects reconciled combined electricity cost from Q2 ‘25 of Odessa, Alborz, Bear & Chief, including TDU charges, taxes, settlement charges, TDSP charges, customer charges, 2021 storm surcharge, and net of revenue generated from opportunistic power sales


 
Three Months Ended Three Months Ended September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024 Revenue - bitcoin mining $ 71,707 $ 43,565 $ 71,707 $ 24,102 Costs and operating (expenses) income Cost of revenue (26,733) (15,330) (26,733) (15,063) Compensation and benefits (14,445) (15,659) (14,445) (14,738) General and administrative (8,167) (9,078) (8,167) (8,919) Depreciation and amortization (59,549) (44,086) (59,549) (28,636) Change in fair value of power purchase agreement (9,030) (15,480) (9,030) (48,520) Power sales 2,335 1,376 2,335 1,444 Equity in (losses) income of equity investees (1,479) (1,701) (1,479) 847 Unrealized gains (losses) on fair value of bitcoin 108 17,143 108 (22,156) Realized gains on sale of bitcoin 7,535 (3,639) 7,535 20,245 Other operating gains (losses) 101 (2,354) 101 - Total costs and operating expenses (109,324) (88,808) (109,324) (115,496) Operating loss (37,617) (45,243) (37,617) (91,394) Other income (expense) Interest income 457 296 457 1,188 Interest expense (1,286) (1,137) (1,286) (346) Change in fair value of warrant liability 31,860 - 31,860 - Other income (expense) 3,000 1,220 3,000 (4) Total other income 34,031 379 34,031 838 Loss before taxes (3,586) (44,864) (3,586) (90,556) Current income tax benefit (expense) 767 (1,145) 767 (211) Deferred income tax benefit (expense) (464) 228 (464) 4,013 Total income tax benefit (expense) 303 (917) 303 3,802 Net loss $ (3,283) $ (45,781) $ (3,283) $ (86,754) Loss per share - basic and diluted $ (0.01) $ (0.12) $ (0.01) $ (0.26) Weighted average shares outstanding - basic 393,191,623 375,052,248 393,191,623 332,680,037 Weighted average shares outstanding - diluted 393,191,623 375,052,248 393,191,623 332,680,037 Results of Operations QoQ and YoY Comparison 15Note: In thousands, except for share and per share amounts


 
Three Months Ended Three Months Ended September 30, September 30, 2025 June 30, 2025 2025 2024 Reconciliation of Adjusted Earnings: Net loss $ (3,283) $ (45,781) $ (3,283) $ (86,754) Change in fair value of power purchase agreement 9,030 15,480 9,030 48,520 Share-based compensation expense 9,074 10,493 9,074 10,211 Depreciation and amortization 59,549 44,086 59,549 28,636 Deferred income tax (benefit) expense 464 (228) 464 (4,013) Other (losses) gains - nonrecurring (2,246) 6,299 (2,246) — Change in fair value of warrant liability (31,860) — (31,860) — Adjusted earnings (loss) $ 40,728 $ 30,349 $ 40,728 $ (3,400) Three Months Ended Three Months Ended September 30, September 30, 2025 June 30, 2025 2025 2024 Reconciliation of Adjusted Earnings per share - diluted: Net loss per share - diluted $ (0.01) $ (0.12) $ (0.01) $ (0.26) Change in fair value of power purchase agreement per diluted share 0.03 0.03 0.03 0.14 Share-based compensation expense per diluted share 0.02 0.03 0.02 0.03 Depreciation and amortization per diluted share 0.15 0.12 0.15 0.09 Deferred income tax (benefit) expense per diluted share — — — (0.01) Other (losses) gains - nonrecurring per diluted share (0.01) 0.02 (0.01) — Change in fair value of warrant liability per diluted share (0.08) — (0.08) — Adjusted earnings (loss) per diluted share $ 0.10 $ 0.08 $ 0.10 $ (0.01) Non-GAAP Adjusted Earnings QoQ and YoY Comparison 16Note: In thousands, except for per share amounts


 
September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 1,207,440 $ 5,585 Accounts receivable 696 596 Receivables, related party 308 2,090 Prepaid expenses and other current assets 3,966 3,387 Bitcoin 170,303 92,651 Receivable for bitcoin collateral - 32,248 Derivative asset 36,766 31,648 Total current assets 1,419,479 168,205 Restricted cash 13,779 14,392 Property and equipment, net 649,877 480,865 Deposits on equipment 7,683 38,872 Intangible assets, net 9,425 8,881 Investment in equity investees 42,289 53,908 Derivative assets 121,664 54,022 Operating lease right-of-use asset 11,867 12,561 Security deposits 12,045 19,782 Other noncurrent assets 552,758 3,958 Total assets $ 2,840,866 $ 855,446 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 12,462 $ 22,699 Accrued expenses and other current liabilities 37,549 69,824 Finance lease liability, current portion 4,123 3,798 Operating lease liability, current portion 3,523 3,127 Warrant liability 512,590 - Short-term borrowings - 32,330 Total current liabilities 570,247 131,778 Long-term borrowings, net 1,023,075 - Derivative liability 414,320 - Asset retirement obligations 32,903 20,282 Finance lease liability 4,197 7,331 Operating lease liability 9,058 9,833 Deferred tax liability 3,871 4,269 Total liabilities 2,057,671 173,493 Commitments and contingencies (Note 13) Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2025, and December 31, 2024 - - Common stock, $0.001 par value, 500,000,000 shares authorized, 395,488,396 and 361,432,449 shares issued as of September 30, 2025 and December 31, 2024, respectively, and 393,602,553 and 350,783,817 shares outstanding as of September 30, 2025, and December 31, 2024, respectively 395 361 Additional paid-in capital 1,052,253 863,015 Accumulated deficit (269,451) (181,412) Treasury stock, at par, 1,885,843 and 10,648,632 shares at September 30, 2025 and December 31, 2024, respectively (2) (11) Total stockholders’ equity 783,195 681,953 Total liabilities and stockholders’ equity $ 2,840,866 $ 855,446 Consolidated Balance Sheets 17Note: In thousands, except for share and per share amounts