8-K - Cipher Mining Inc. | StockGist

AI Analysis

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Cipher Digital Inc. entered into a $200 million revolving credit facility Credit Agreement on March 23, 2026, with Morgan Stanley Senior Funding, Inc. as administrative agent and other lenders. The facility, secured by substantially all assets, provides for working capital and general corporate purposes, subject to liquidity and market capitalization covenants.

Key Takeaways

1Entered $200,000,000 Revolving Credit Facility on March 23, 2026, with $50,000,000 letter of credit sublimit

2Maturity on fourth anniversary of Closing Date, subject to springing maturity 91 days prior to 2030 Convertible Senior Notes

3Initial interest at Adjusted Term SOFR + 1.750% or ABR + 0.750%, varying by Consolidated Total Debt to Market Capitalization Ratio

4Availability capped at $50,000,000 prior to Stabilization Date; no amounts outstanding as of Closing Date

5Minimum Liquidity covenant: $100M to $200M based on Barber Lake and Black Pearl facilities cash flows

6Minimum Market Capitalization of $3,000,000,000 required for borrowings; secured by first-priority lien on substantially all assets

Current Report Details

Event Type

Material Agreement

Financing

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On March 23, 2026 (the “Closing Date”), Cipher Digital Inc. (the “Company”) entered into a Credit Agreement (the “

Material Agreement

$200.0M$50.0M$50.0M$100.0M

Source Document

2.03

. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of t

Financing

9.01

. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Credit Agreement, dated as of March 23, 2026, among Cipher Digital Inc., as borro

Exhibits Only

Transaction Details

Material Agreement

Agreement: Credit Agreement
Parties: Cipher Digital Inc. (borrower), Lenders and issuing banks party thereto, Morgan Stanley Senior Funding, Inc. (administrative agent, collateral agent, lead left arranger, bookrunner, structuring agent), Banco Santander, S.A., New York Branch, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation, Wells Fargo Securities, LLC (joint lead arrangers, joint bookrunners, co-syndication agents, documentation agents)

•Provides $200,000,000 revolving credit facility including $50,000,000 letter of credit sublimit
•Revolving loans borrowable, repayable, reborrowable until Maturity Date (fourth anniversary of Closing Date)
•Springing maturity 91 days prior to maturity of 1.750% Convertible Senior Notes due 2030 if outstanding
•Availability capped at $50,000,000 prior to Stabilization Date
•Guaranteed by restricted subsidiaries; secured by first-priority lien on substantially all assets and certain equity interests
•Incremental commitments up to $50,000,000 permitted
•Customary covenants restricting indebtedness, liens, investments, restricted payments, etc.
•Customary events of default including nonpayment, covenant breach, cross-default, bankruptcy, change of control

Debt / Financing

Instrument: Revolving Credit Facility
Principal: 200000000
Rate: Adjusted Term SOFR (0.00% floor) + 1.250% to 1.750% (initial 1.750%); ABR + 0.250% to 0.750% (initial 0.750%)
Maturity: Fourth anniversary of March 23, 2026, subject to springing maturity 91 days prior to 2030 Convertible Senior Notes maturity
Use of Proceeds: working capital and general corporate and other lawful purposes; letters of credit for general corporate purposes

Exhibits (2)

10.1

EXHIBIT 10.1

8-K

FORM 8-K