Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

General

On June 15, 2026, Stingray Compute LLC ("Stingray Compute" or the "Issuer"), a wholly-owned indirect subsidiary of Cipher Digital Inc. ("Cipher" or the "Company"), completed its previously announced private offering of 6.000% Senior Secured Notes due 2031 (the "notes"). The notes were sold under a purchase agreement, dated as of June 8, 2026, entered into by and among the Company, Cipher Stingray LLC, a wholly-owned subsidiary of Stingray Compute (the "Subsidiary Guarantor"), and Morgan Stanley & Co. LLC 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 $810.0 million.

The notes were issued at a price equal to 99.750% of their principal amount. Stingray Compute intends to use the net proceeds from the offering to (1) finance the remaining cost of the Stingray Facility, a high performance computing data center in Andrews, Texas (the "Stingray Facility"), (2) reimburse the Company for approximately $61.5 million of prior equity contributions to Cipher Stingray used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.

Maturity and Interest Payments

On June 15, 2026, Stingray Compute, the Subsidiary Guarantor and Cipher Stingray Holdings LLC, direct parent of Cipher 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 Stingray Compute and bear interest at a rate of 6.000% per year payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026. The notes will mature on June 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 June 15 and December 15 of each year following the Final Commencement Date (as such term is defined in the Indenture) in an amount necessary to achieve the Target Project Debt Service Coverage Ratio (as such term is defined in the Indenture) as of such payment date.

Redemption

On or after June 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 June 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 June 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.