Cipher Digital Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549__________________________________________________ (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39625__________________________________________________ Cipher Digital Inc. (Exact name of registrant as specified in its Charter)__________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesxNoo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filerxNon-accelerated filero 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESoNOx The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of registrant's common stock as quoted on theNasdaq Global Select Market on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $1,796.7million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded inthat such persons may be deemed to be affiliates. As of February 23, 2026, the registrant had 405,119,407shares of common stock, $0.001 par value per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated herein by referencein Part III of this Annual Report on Form 10-K where indicated. Auditor Location: San Francisco, CA Auditor Name: CBIZ CPAs P.C. Table of Contents PART I Item 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity36Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures38 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities39Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data59Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure59Item 9A.Controls and Procedures59Item 9B.Other Information63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63 PART III Item 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters66Item 13.Cer