Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

General

On February 11, 2026, Black Pearl Compute LLC ("Black Pearl Compute" or the "Issuer"), a wholly-owned indirect subsidiary of Cipher Mining Inc. ("Cipher" or the "Company"), completed its previously announced private offering of 6.125% Senior Secured Notes due 2031 (the "notes"). The notes were sold under a purchase agreement, dated as of February 4, 2026, entered into by and among the Company, Cipher Black Pearl LLC, a wholly-owned subsidiary of Black Pearl Compute ("Cipher Black Pearl"), 11786 Wink LLC, a wholly-owned subsidiary of Black Pearl Compute (together with Cipher Black Pearl, the "Guarantors"), and Morgan Stanley & Co. as representative of the initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $2.0 billion.

The notes were issued at a price equal to 100% of their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost of the Black Pearl Facility, a high-performance computing data center in Wink, Texas (the "Black Pearl Facility"), (2) to reimburse Cipher approximately $232.5 million for its prior equity contributions to Cipher Black Pearl used to fund capital expenditures relating to the Black Pearl Facility, (3) to fund debt service reserves, and (4) to pay fees and expenses in connection with the foregoing.

Maturity and Interest Payments

On February 11, 2026, Black Pearl Compute, the Guarantors and Black Pearl Holdings LLC, direct parent of Black Pearl Compute, entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes are senior secured obligations of Black Pearl Compute and bear interest at a rate of 6.125% per year payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The notes will mature on February 15, 2031, unless earlier redeemed or repurchased in accordance with their terms.

Amortization of Principal

The principal amount of the notes will amortize on a semi-annual basis on February 15 and August 15 of each year in an initial amount equal to 7.00% per annum of the principal amount of the notes outstanding on the issue date, subject to adjustments as set forth in the Indenture. No amortization will be payable prior to the completion of all phases of construction of the Black Pearl Facility. Required amortization shall be subject to adjustment in case of partial redemption or repurchase.

Redemption

On or after February 15, 2028, the Issuer may redeem the 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.

Prior to February 15, 2028, the Issuer may redeem the notes 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 the notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. In addition, prior to February 15, 2028, the 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 certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.