Cipher Mining prices $333 million in additional senior secured notes

Cipher Mining Inc. (NASDAQ: CIFR) announced that its subsidiary Cipher Compute LLC priced $333 million of additional 7.125% senior secured notes due 2030 in a private offering to qualified institutional buyers.

The additional notes represent a further issuance of existing 7.125% senior secured notes that were issued November 13, 2025. Upon completion of the offering, the issuer will have $1.733 billion in aggregate principal amount of 7.125% senior secured notes due 2030 outstanding.

The offering is expected to close on or about November 24, 2025, subject to customary closing conditions. The notes will be issued at 100.250%, plus pre-issuance accrued interest from November 13, 2025.

Cipher Compute intends to use the net proceeds to finance construction costs for additional facilities within the Barber Lake Facility, a data center near Colorado City, Texas. The notes will bear interest at 7.125% per annum, payable semi-annually on May 15 and November 15, beginning May 15, 2026, and will mature November 15, 2030.

The additional notes will be guaranteed by Cipher Barber Lake LLC and secured by first-priority liens on substantially all assets of the issuer and guarantor. Security also includes equity interests of the issuer held by Cipher Songbird LLC and, prior to completion of the initial construction phase, a pledge by Google LLC of warrants to purchase Cipher common stock.

Cipher will enter into an amended completion guarantee to fund the issuer as necessary to ensure timely completion of the Barber Lake Facility if proceeds from the notes and other available funds prove insufficient.

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