UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

CIPHER MINING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39625

85-1614529

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Vanderbilt Avenue

Floor 54

New York, New York 10017

(Address of principal executive offices) (Zip Code)

(332) 262-2300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common stock, $0.001 par value per share

CIFR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share

CIFRW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously disclosed by Cipher Mining Inc. (“Cipher” or the “Company”) on September 25, 2025, Cipher Barber Lake LLC, the Company’s wholly-owned indirect subsidiary, entered into a lease with Fluidstack USA II Inc. (“Fluidstack”) and other agreements relating to the development and lease of a 244 MW HPC data center facility near Colorado City, Texas (the “Barber Lake Facility”). Attached hereto as Exhibit 99.1 to this Current Report on Form 8-K is certain illustrative financial information concerning the Barber Lake Facility.

The information contained in Item 7.01 of this Current Report (as well as in Exhibit 99.1 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Illustrative Financial Information of Barber Lake Facility

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4, 2025	CIPHER MINING INC.

	By:	/s/ Tyler Page
	Name:	Tyler Page
	Title:	Chief Executive Officer

Cipher Mining Inc. filed SEC Form 8-K: Regulation FD Disclosure