Cipher Digital Inc.

Item 8.01. Other Events. On October 14, 2026, Cipher Digital Inc. (the “Company”) issued a press release announcing the pricing of its $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The Company granted the initial purchasers of the notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of notes. Concurrently with the offering, in separate, privately negotiated transactions with a limited number of holders of its 1.75% Convertible Senior Notes due 2030 (the “2030 notes”), the Company expects to exchange approximately $165.9 million principal amount of the 2030 notes for aggregate consideration (inclusive of accrued interest) consisting of approximately 40.7 million shares of the Company’s common stock (the “Concurrent 2030 Notes Exchange”). A copy of the press release announcing the pricing of the offering and the Concurrent 2030 Notes Exchange is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities and does not constitute an offer to exchange or repurchase, or a notice of redemption with respect to, the 2030 notes.