Cipher Mining prices $2.0B senior secured notes for Black Pearl

Cipher Mining Inc. has announced the pricing of a $2.0 billion secured notes offering by its wholly-owned subsidiary Black Pearl Compute LLC.

• $2.0 billion offering priced at 6.125% senior secured notes due 2031, sold in a private offering (Rule 144A and Regulation S), expected to close on February 11, 2026; net proceeds intended primarily to finance the remaining cost of the Black Pearl Facility (a high-performance computing data center in Wink, Texas).
• The Issuer will reimburse Cipher approximately $232.5 million for prior equity contributions to fund Black Pearl capital expenditures, fund debt service reserves, and pay fees/expenses; the Notes are guaranteed by Cipher Black Pearl LLC and 11786 Wink LLC, and secured by first-priority liens on substantially all assets of the Issuer and the Guarantors and on all equity interests of the Issuer held by Black Pearl Holdings LLC; Cipher will provide a completion guarantee for timely facility completion.