Cipher Digital Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Schedule I - Condensed Financial Information of the Registrant
SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Prepaid expenses and other current assets | $96 | $— |
| Total current assets | 96 | — |
| Investment in subsidiaries | 1,825,812 | 682,967 |
| Other noncurrent assets | 544,450 | — |
| Total assets | $2,370,358 | $682,967 |
| LIABILITIES, AND STOCKHOLDERS’ EQUITY | ||
| Due to subsidiaries | $81 | $81 |
| Accrued expenses and other current liabilities | 1,097 | 933 |
| Warrant liability | 525,160 | — |
| Total current liabilities | 526,338 | 1014 |
| Long-term borrowings, net | 1,038,485 | — |
| Total liabilities | 1,564,823 | 1,014 |
| Stockholders’ equity | ||
| Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024 | — | — |
| Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively | 412 | 361 |
| Additional paid-in capital | 1,808,786 | 863,015 |
| Accumulated deficit | (1,003,656) | (181,412) |
| Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively | (7) | (11) |
| Total stockholders’ equity | 805,535 | 681,953 |
| Total liabilities, and stockholders’ equity | $2,370,358 | $682,967 |
CONDENSED STATEMENTS OF OPERATIONS
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Revenue · $ · - · $ · - · $ · - | |||
| Costs and operating (expenses) income | |||
| Compensation and benefits | (51,583) | (39,673) | (38,470) |
| General and administrative | (1,440) | (2,540) | - |
| (Losses) income from subsidiaries, net of tax | (365,465) | (2,422) | 12,936 |
| Total costs and operating expenses | (418,488) | (44,635) | (25,534) |
| Operating loss | (418,488) | (44,635) | (25,534) |
| Other income (expense) | |||
| Interest expense | (17,667) | - | - |
| Change in fair value of warrant liability | 19,290 | - | (243) |
| Other expense | (405,379) | - | - |
| Total other expense | (403,756) | - | (243) |
| Net loss | $(822,244) | $(44,635) | $(25,777) |
CONDENSED STATEMENTS OF CASH FLOWS
| Years ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | ||||||
| Cash flows from operating activities | ||||||
| Net loss | $(822,244) | $(44,635) | $(25,777) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 52,787 | 42,132 | 38,470 | |||
| Equity in losses of subsidiaries | 365,465 | 2,422 | (12,936) | |||
| Amortization of debt discount and issuance costs | 17,667 | — | — | |||
| Change in fair value of derivative assets | (45,024) | — | — | |||
| Change in fair value of warrant liability | (19,290) | — | 243 | |||
| Change in fair value of embedded derivative | 450,440 | — | — | |||
| Changes in operating assets and liabilities | 199 | 81 | ||||
| Net cash provided by operating activities | — | — | — | |||
| Cash flows from investing activities | ||||||
| Net cash provided by investing activities | — | — | — | |||
| Cash flows from financing activities | ||||||
| Net cash provided by financing activities | — | — | — | |||
| Net increase in cash and cash equivalents | — | — | — | |||
| Cash and cash equivalents, beginning of the period | — | — | — | |||
| Cash and cash equivalents, end of the period | $— | $— | $— | |||
| Years ended December 31 | ||||||
| 2025 · 2024 · 2023 | ||||||
| Supplemental disclosure of noncash investing and financing activities | ||||||
| Issuance of convertible notes | $1,435,138 | $ | - | $ | - | |
| Reclassification of embedded derivative liability to equity | $737,019 | $ | - | $ | - | |
| Issuance of warrant liability | $544,450 | $ | - | $ | - | |
| Issuance of common stock | $195,474 | $221,695 | $ | - | ||
| Repurchase of common shares for withholding taxes | $89,600 | $27,641 | $ | - | ||
| Treasury stock reissued for PIPE investment | $50,000 | $ | - | $ | - | |
- INTRODUCTION AND BASIS OF PRESENTATION
CDI is the sole managing member of Cipher Mining Technologies Inc. (“CMTI”), which, through its indirect subsidiary, Cipher Compute, issued the 2030 Senior Secured Notes. CDI is limited in its ability to receive distributions (including for the purposes of paying general corporate expenses) from Cipher Compute. The accompanying financial statements (the “Parent Company Only Financial Statements”) should be read in conjunction with the consolidated financial statements and notes thereto of Cipher Digital Inc. For purposes of these condensed financial statements, the Company’s wholly-owned subsidiaries are accounted for using the equity method of accounting.
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