Form 8-K - Current report

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): October 31, 2024

________________________________________________________

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)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________

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:


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

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

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

o			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, par value $0.001 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 x

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. o

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2024, Cipher Mining Inc. (the “Company”) announced its results for the third quarter ended September 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

Item 7.01 Regulation FD Disclosure.

On October 31, 2024, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:


Exhibit Number						Description
99.1						Press Release of the Company, dated October 31, 2024
99.2						Presentation of the Company, dated October 31, 2024
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.


			Cipher Mining Inc.

Date:	October 31, 2024	By:	/s/ Tyler Page
			Tyler Page Chief Executive Officer

Exhibit 99.1

Cipher Mining Provides Third Quarter 2024 Business Update

Completed acquisition of Barber Lake data center site, which includes 250 acres of land in West Texas, a newly constructed high-to-mid voltage substation, approvals for 300 MW, and agreements necessary to participate in the ERCOT market

Completed acquisition of Reveille data center site, which includes approvals for 70 MW and potential to expand to 200 MW, with energization targeted for 2027

Signed option agreements to purchase or lease three sites in Texas with targeted power capacity of 500 MW each, suitable for HPC or bitcoin mining

Third Quarter 2024 Net Loss of $87m, and Adjusted Loss of $3m

NEW YORK—October 31, 2024—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced results for its third quarter ended September 30, 2024, with an update on its operations and business strategy.

“We had a very busy third quarter, especially on the corporate and business development side,” said Tyler Page, CEO. “We were delighted to close our acquisition of the Barber Lake site, which has 300 MW immediately available for energization, and more recently, we also closed on our acquisition of the Reveille site, which is approved for 70 MW and has potential to scale to 200 MW. Looking to the future, we also created a pathway to become one of the largest data center developers in the world by finalizing the purchase of options to acquire three new sites with a total cumulative power capacity of up to 1.5 GW. Cipher’s active portfolio and options for development now total 2.5 GW across 10 sites.”

“We have made great progress in our discussions with hyperscalers in recent weeks as we seek our first HPC tenants while also continuing to build-out our bitcoin operations with the upgrade of our miner fleet at Odessa. Our operations and construction teams have extensive experience building tier 3 data centers, and we look forward to leveraging their broad skill sets as we expand our scope to bring on our first HPC tenants in the future.”

“Despite the headwind of record low hashprices for the bitcoin mining industry in the third quarter, our team delivered another set of solid results. The value of our Odessa power purchase agreement took a significant markdown given the passage of time and the drop in forward market prices for electricity, which contributed to the headline net loss this quarter. On an adjusted basis, our adjusted loss was nearly flat quarter-over-quarter, which we see as a testament to our low-cost unit economics given the known challenges presented to the entire industry in the first full quarter after the bitcoin halving. With our fleet upgrade at Odessa in the fourth quarter, we will be powering an extremely efficient fleet of rigs with industry-low costs for electricity, so we should be well-positioned for brighter bitcoin mining conditions going forward,” said Mr. Page.

Finance and Operations Highlights

•Completed acquisition of 300 MW Barber Lake data center site

•Completed acquisition of 70 MW Reveille data center site, which may be expanded to 200 MW and is well-suited for both HPC or bitcoin mining data centers

•Signed options to acquire up to 1.5 GW of new sites in Texas that are also suitable for both HPC or bitcoin mining data centers

•Upgrade of Odessa site bringing total self-mining hashrate to ~13.5 EH/s remains on track for Q4 2024

•Construction of the 300 MW data center at Black Pearl progressing well, with expected energization in Q2 2025

•Q3 2024 net loss of $87 million, or $0.26 per diluted share, and adjusted loss of $3 million, or $0.01 per diluted share

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.ciphermining.com. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

About Cipher

Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world's largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

This press release includes supplemental financial measures, including Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case , which exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not a measurement of financial performance under accounting principles generally accepted in the United Stated (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be an expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our financial statements prepared in accordance with GAAP. We rely primarily on such financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

Contacts:

Investor Contact:

Josh Kane

Head of Investor Relations at Cipher Mining

josh.kane@ciphermining.com

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

(unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	25,342	$	86,105
Accounts receivable	226		622
Receivables, related party	59		245
Prepaid expenses and other current assets	3,488		3,670
Bitcoin	95,459		32,978
Derivative asset	27,185		31,878
Total current assets	151,759		155,498
Restricted cash	14,392		-
Property and equipment, net	310,699		243,815
Deposits on equipment	144,573		30,812
Intangible assets, net	25,742		8,109
Investment in equity investees	54,973		35,258
Derivative asset	47,225		61,713
Operating lease right-of-use asset	10,564		7,077
Security deposits	15,301		23,855
Other noncurrent assets	210		-
Total assets	$	775,438	$	566,137
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	13,154	$	4,980
Accounts payable, related party	-		1,554
Accrued expenses and other current liabilities	40,764		22,439
Finance lease liability, current portion	3,695		3,404
Operating lease liability, current portion	1,479		1,166
Warrant liability	-		250
Total current liabilities	59,092		33,793
Asset retirement obligation	19,810		18,394
Finance lease liability	8,319		11,128
Operating lease liability	9,662		6,280
Deferred tax liability	6,564		5,206
Total liabilities	103,447		74,801
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023	-		-
Common stock, $0.001 par value, 500,000,000 shares authorized, 355,771,238 and 296,276,536 shares issued as of September 30, 2024 and December 31, 2023, respectively, and 347,800,186 and 290,957,862 shares outstanding as of September 30, 2024, and December 31, 2023, respectively	356		296
Additional paid-in capital	870,565		627,822
Accumulated deficit	(198,922)		(136,777)
Treasury stock, at par, 7,971,052 and 5,318,674 shares at September 30, 2024 and December 31, 2023, respectively	(8)		(5)
Total stockholders’ equity	671,991		491,336
Total liabilities and stockholders’ equity	$	775,438	$	566,137

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue - bitcoin mining	$	24,102	$	30,304	$	109,047	$	83,423
Costs and operating expenses (income)
Cost of revenue	15,063		13,008		44,164		37,017
Compensation and benefits	14,738		17,071		44,058		41,676
General and administrative	8,919		6,827		23,362		20,977
Depreciation and amortization	28,636		16,217		66,131		42,284
Change in fair value of derivative asset	48,520		(4,744)		19,181		(13,294)
Power sales	(1,444)		(2,720)		(3,726)		(8,469)
Equity in (income) losses of equity investees	(847)		1,998		(1,008)		4,179
Losses (gains) on fair value of bitcoin	1,911		1,848		(22,336)		(3,276)
Other gains	-		(95)		-		(2,355)
Total costs and operating expenses	115,496		49,410		169,826		118,739
Operating loss	(91,394)		(19,106)		(60,779)		(35,316)
Other income (expense)
Interest income	1,188		11		3,027		112
Interest expense	(346)		(627)		(1,118)		(1,513)
Change in fair value of warrant liability	-		10		250		(49)
Other expense	(4)		(6)		(1,235)		(18)
Total other income (expense)	838		(612)		924		(1,468)
Loss before taxes	(90,556)		(19,718)		(59,855)		(36,784)
Current income tax expense	(211)		(95)		(932)		(143)
Deferred income tax benefit (expense)	4,013		1,192		(1,358)		555
Total income tax benefit (expense)	3,802		1,097		(2,290)		412
Net loss	$	(86,754)	$	(18,621)	$	(62,145)	$	(36,372)
Loss per share - basic and diluted	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)
Weighted average shares outstanding - basic	332,680,037		251,789,350		314,820,110		249,858,033
Weighted average shares outstanding - diluted	332,680,037		251,789,350		314,820,110		249,858,033

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net loss	$	(62,145)	$	(36,372)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	65,661		42,284
Amortization of intangible assets	470		-
Amortization of operating right-of-use asset	888		688
Share-based compensation	31,865		28,687
Equity in losses (gains) of equity investees	(1,008)		4,179
Non-cash lease expense	429		1,477
Other	(1,235)		-
Deferred income taxes	1,358		(555)
Bitcoin received as payment for services	(109,443)		(83,161)
Change in fair value of derivative asset	19,181		(13,294)
Change in fair value of warrant liability	(250)		49
Gains on fair value of bitcoin	(22,336)		(3,276)
Changes in assets and liabilities:
Accounts receivable	396		(262)
Receivables, related party	186		(958)
Prepaid expenses and other current assets	182		3,238
Security deposits	16,851		144
Other non-current assets	(210)		-
Accounts payable	565		2,366
Accounts payable, related party	-		(1,529)
Accrued expenses and other current liabilities	62		10,732
Lease liabilities	-		(762)
Net cash used in operating activities	(58,533)		(46,325)
Cash flows from investing activities
Proceeds from sale of bitcoin	79,786		78,729
Deposits on equipment	(135,263)		(4,533)
Purchases of property and equipment	(92,373)		(32,980)
Purchases and development of software	(1,059)		-
Purchase of strategic contracts	(17,044)		-
Capital distributions from equity investees	-		3,807
Investment in equity investees	(29,194)		(3,545)
Prepayments on financing lease	-		(3,676)
Net cash (used in) provided by investing activities	(195,147)		37,802
Cash flows from financing activities
Proceeds from the issuance of common stock	225,181		11,644
Offering costs paid for the issuance of common stock	(3,487)		(298)
Repurchase of common shares to pay employee withholding taxes	(10,760)		(3,224)
Principal payments on financing lease	(3,625)		(8,184)
Net cash provided by (used in) financing activities	207,309		(62)
Net decrease in cash, cash equivalents, and restricted cash	(46,371)		(8,585)
Cash, cash equivalents, and restricted cash, beginning of the period	86,105		11,927
Cash and cash equivalents, and restricted cash, end of the period	$	39,734	$	3,342


	Nine Months Ended September 30,
	2024		2023
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	$	21,502	$	74,186
Property and equipment purchases in accounts payable and accrued expenses	$	17,422	$	-
Bitcoin received from equity investees	$	10,487	$	317
Settlement of related party payable related to master services and supply agreement	$	1,554	$	-
Right-of-use asset obtained in exchange for finance lease liability	$	4,375	$	14,212
Sales tax accrual on machine purchases	$	1,388	$	1,837
Equity method investment acquired for non-cash consideration	$	-	$	1,926
Finance lease cost in accrued expenses	$	-	$	2,060

The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Condensed Consolidated Balance Sheets to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.


	Nine Months Ended September 30,
	2024		2023
Cash and cash equivalents	$	25,342	$	3,342
Restricted cash	$	14,392	$	-
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	39,734	$	3,342

Non-GAAP Financial Measures

The following are reconciliations of our Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Reconciliation of Adjusted Earnings:
Net loss	$	(86,754)	$	(18,621)	$	(62,145)	$	(36,372)
Change in fair value of derivative asset	48,520		(4,744)		19,181		(13,294)
Share-based compensation expense	10,211		10,699		31,865		17,988
Depreciation and amortization	28,636		16,217		66,131		42,284
Deferred income tax expense	(4,013)		(1,192)		1,358		(555)
Other gains - nonrecurring	-		(95)		-		(2,355)
Change in fair value of warrant liability	-		(10)		(250)		49
Adjusted (loss) earnings	$	(3,400)	$	2,254	$	56,140	$	7,745


Reconciliation of Adjusted Earnings per share - diluted:
Net loss per share - diluted	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)
Change in fair value of derivative asset per diluted share	0.14		(0.02)		0.07		(0.05)
Share-based compensation expense per diluted share	0.03		0.04		0.10		0.07
Depreciation and amortization per diluted share	0.09		0.06		0.21		0.17
Deferred income tax expense per diluted share	(0.01)		—		—		—
Other gains - nonrecurring per diluted share	—		—		—		(0.01)
Change in fair value of warrant liability per diluted share	—		—		—		—
Adjusted (loss) earnings per diluted share	$	(0.01)	$	0.01	$	0.18	$	0.03

Presentation for Business Update OCTOBER 31, 2024

Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this communication that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Non-GAAP Financial Measures This communication includes supplemental financial measures, including Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case , which exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not a measurement of financial performance under accounting principles generally accepted in the United Stated (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors. Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be an expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our financial statements prepared in accordance with GAAP. We rely primarily on such financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved. 2

3 Growth of AI/HPC Data Centers Grid Optimization Bitcoin Adoption • Demonstrated expertise at sourcing greenfield opportunities for data center development • Focus on low energy prices and ability to monetize curtailment for optimal mining unit economics • Data center construction and operations team with deep experience from Google, Vantage, Meta, etc. • Clean balance sheet ready to optimize financing large HPC buildouts Pipeline ~2.3 GW A DATA CENTER DEVELOPER WITH A BUILT-IN OFFTAKE

+ ~2.7c Weighted Average Power Price (c/kwh)4 Key Indicators as of September 30, 2024 ~1,508 BTC BTC Held ~9.3 EH/s September 30, 2024 SELF-MINING HASHRATE 4 Note: Values represented are approximations (1) Assumes energization of contracted Bitmain S21 Pro and Canaan A1566 rig orders replacing worst performing machines (2) Includes JV capacity (3) Includes Black Pearl, Barber Lake, Reveille, Mikeska, Milsing, and McLennan and assumes all load studies / regulatory approvals are passed to reach full potential capacity (4) Represents the expected weighted average power price at Cipher’s current sites ~13.5 EH/s @ ~18.9 J/TH YE 2024E(1) ~327 MW Current Capacity(2) SITE PIPELINE CAPACITY ~2.3 GW Future Pipeline Capacity at 6 New Sites(3)

Current Portfolio

YTD Operations Update ~$18,162 All-in Electricity Cost per BTC YTD 2024(1) Odessa ~$17,561 all-in electricity cost per BTC YTD 2024(2) ~83% of September 2024 BTC production Cipher JV Data Centers Alborz, Bear & Chief ~$22,928 all-in electricity cost per BTC YTD 2024(3) ~17% of September 2024 BTC production Steady Scaling (1) Reflects all-in electricity cost YTD through September 2024; reconciled to dates of latest power bills received (2) Reflects electricity cost YTD through September 2024, including TDU charges and net of revenue generated from opportunistic power sales (3) Reflects combined electricity cost YTD through September 2024, including taxes, customer charges, 2021 storm surcharge, settlement charges, and TSDP charges; reconciled to dates of latest power bills received (4) Shaded area includes full capacity at JV sites 6 Power Capacity(4) Overview ~327 MW ~327 MW ~927 MW ~266 MW ~266 MW ~866 MW 3Q24 YE 2024 2025

7 Operational Highlights (1) Reflects approximate percentage of Cipher’s September 2024 BTC production (2) Assumes energization of contracted Bitmain S21 Pro and Canaan A1566 rig orders replacing worst performing machines (3) Reflects reconciled electricity cost from April 20, 2024, through September 2024, including TDU charges and net of revenue generated from opportunistic power sales; reconciled to dates of latest power bills received (4) YTD through September 2024 ODESSA ~$25,488 All-in Electricity Cost per BTC Post-Halving(3) ~7.1 EH/s Current Operating Hashrate ~11.3 EH/s YE 2024 Operating Hashrate(2) Odessa – 83% of BTC Production(1) BTC Mined YTD(4) ~1,872 BTC Total Power Capacity ~207 MW

Operational Highlights CIPHER JV DATA CENTERS (1) Reflects approximate percentage of Cipher’s September 2024 BTC production (2) Joint venture with WindHQ LLC, of which Cipher owns ~2.2 EH/s (3) Reflects reconciled combined electricity cost from April 20, 2024, through September 2024, including taxes, settlement charges, TSDP charges, customer charges, and 2021 storm surcharge; reconciled to dates of latest power bills received (4) YTD through September 2024; joint venture with WindHQ LLC, of which Cipher owns ~239 BTC Alborz, Bear & Chief – 17% of BTC Production(1) ~$34,160 All-in Electricity Cost per BTC Post-Halving(3) ~4.4 EH/s Current Operating Hashrate(2) Total Power Capacity BTC Mined YTD(4) ~488 BTC 120 MW

Development Pipeline

Black Pearl Growth: Black Pearl BLACK PEARL • Energization expected in 2Q 2025 • Data center construction underway – Steel erection, concrete foundations, and underground electrical progressing on schedule • BTC mining design envisions 250 MW of air-cooled and 50 MW of liquid-cooled mining operations that can provide ~21.5 EH/s(1) 1) Assumes a PUE of ~1.06 and an efficiency of ~13.2 J/TH/s per rig for full 300 MW BTC mining build out at Black Pearl site 300 MW Total Power Capacity 70 Acres Total Acreage

12 Growth: Barber Lake BARBER LAKE Barber Lake 300 MW Approved Power Capacity 250 Acres Total Acreage • Site is energized and ready for construction • Site features: – 250 acres of owned land in West Texas – Newly constructed high-to-mid voltage substation – Approvals for 300 MW of interconnection / agreements necessary to participate in the ERCOT market Barber Lake Site Colorado City

13 Growth: Reveille REVEILLE Reveille 70 MW Initial Approved Power Capacity 200 MW Total Potential Power Capacity • Site features 70 MW available in Q4 2027, with potential to expand the capacity to 200 MW - subject to regulatory approvals • Located in LZ_South, which diversifies exposure within ERCOT as other current sites are in LZ_West Reveille Site Reveille Site Cotulla San Antonio

14 Growth: Mikeska MIKESKA Mikeska 500 MW Total Potential Power Capacity 100 Acres Total Acreage • Option to purchase new site based on number of megawatts approved for interconnection • Site features: – 100 acres of land with exclusive option to own – Located in LZ_West – Total capacity of 500 MW pending load studies / ERCOT LFL approval – Expected to energize Q4 2027 Mikeska Site Mikeska Site Brady

15 Growth: Milsing MILSING Milsing 500 MW Total Potential Power Capacity 187 Acres Total Acreage • Option to purchase new site based on number of megawatts approved for interconnection • Site features: – 187 acres of land with exclusive option to own – Located in LZ_North, which diversifies exposure within ERCOT as other current sites are in LZ_West – Total capacity of 500 MW pending load studies / ERCOT LFL approval – Expected to energize Q4 2027 Milsing Site Houston College Station

16 Growth: McLennan MCLENNAN McLennan 500 MW Total Potential Power Capacity 293 Acres Total Acreage • Option to purchase new site based on number of megawatts approved for interconnection • Site features: – 293 acres of land with exclusive option to own – Located in LZ_North, which diversifies exposure within ERCOT as other current sites are in LZ_West – Total capacity of 500 MW pending load studies / ERCOT LFL approval – Expected to energize Q4 2027 McLennan Site Waco

"Prices charged by colocation providers for available data center capacity in the United States...rose by an average of 35 percent between 2020 and 2023. Additionally, new capacity due to come online in the next two to three years has already been leased out." HPC Infrastructure – Speed to Market 17 “I’d rather risk building capacity before it is needed, rather than too late, given the long lead times for spinning up new infra projects." “Every dollar a cloud provider spends on buying a GPU, they’re going to make it back at $5 over 4 years…Here [AI inference], the economics are even better. So, every $1 spent, there’s $7 earned over that same time period and growing." Current Market Conditions • Scarcity of Powered Capacity • Scarcity of Large Suitable Sites • Urgency of Time to Market • Readily Available Large Suitable Sites • Energization Timeliness Unlocks Massive Value for End Users • Ability to Focus on Highest Quality Tenants Cipher Advantages - McKinsey & Company “AI Power: Expanding Data Center Capacity to Meet Growing Demand” Report on 10/29/2024 - Mark Zuckerberg, CEO Meta Platforms, Inc. Q2-2024 Earnings Call on 07/31/2024 - Ian Buck, VP of Accelerated Computing NVIDIA Corp. Presentation at BofA Securities 2024 Global Technology Conference on 06/05/2024

Financial Update

($15m) Q2 2024 ($87m) Q3 2024 GAAP NET EARNINGS ($0.05) Q2 2024 ($0.26) Q3 2024 GAAP NET EARNINGS PER SHARE $37m Q2 2024 $24m Q3 2024 REVENUES Q3 2024 Quarter Over Quarter Financial Highlights 19Note: Values represented are approximations ($3m) Q2 2024 ($3m) Q3 2024 ADJUSTED EARNINGS ($0.01) Q2 2024 ($0.01) Q3 2024 ADJUSTED EARNINGS PER SHARE

($19m) Q3 2023 ($87m) Q3 2024 GAAP NET EARNINGS ($0.07) Q3 2023 ($0.26) Q3 2024 GAAP NET EARNINGS PER SHARE $30m Q3 2023 $24m Q3 2024 REVENUES Q3 2024 Year Over Year Financial Highlights 20Note: Values represented are approximations $2m Q3 2023 ($3m) Q3 2024 ADJUSTED EARNINGS $0.01 Q3 2023 ($0.01) Q3 2024 ADJUSTED EARNINGS PER SHARE

Results of Operations QoQ and YoY Comparison 21Note: In thousands, except for percentages Three Months Ended Three Months Ended September 30, 2024 June 30, 2024 % Change September 30, 2024 September 30, 2023 % Change Revenue - bitcoin mining $ 24,102 $ 36,808 (35%) $ 24,102 $ 30,304 (20%) Costs and operating expenses (income) Cost of revenue 15,063 14,281 5% 15,063 13,008 16% Compensation and benefits 14,738 16,285 (9%) 14,738 17,071 (14%) General and administrative 8,920 8,365 7% 8,920 6,827 31% Depreciation and amortization 28,636 20,251 41% 28,636 16,217 77% Change in fair value of derivative asset 48,520 (21,980) 321% 48,520 (4,744) 1123% Power sales (1,444) (1,109) (30%) (1,444) (2,720) 47% Equity in losses (gains) of equity investees (847) 577 (247%) (847) 1,998 (142%) Losses (gains) on fair value of bitcoin 1,911 16,309 (88%) 1,911 1,848 3% Other gains - - 0% - (95) 100% Total costs and operating expenses (income) 115,497 52,979 118% 115,497 49,410 134% Operating (loss) income (91,395) (16,171) (465%) (91,395) (19,106) (378%) Other income (expense) Interest income 1,188 1,053 13% 1,188 11 10700% Interest expense (346) (372) 7% (346) (627) 45% Change in fair value of warrant liability - - 0% - 10 (100%) Other expense (4) 727 (101%) (4) (6) 33% Total other income (expense) 838 1,408 (40%) 838 (612) 237% (Loss) income before taxes (90,557) (14,763) (513%) (90,557) (19,718) (359%) Current income tax expense (211) (335) 37% (211) (95) (122%) Deferred income tax (benefit) expense 4,013 (193) 2179% 4,013 1,192 237% Total income tax expense 3,802 (528) 820% 3,802 1,097 247% Net (loss) income $ (86,755) $ (15,291) (467%) $ (86,755) $ (18,621) (366%)

Three Months Ended Three Months Ended September 30, 2024 June 30, 2024 % Change September 30, 2024 September 30, 2023 % Change Reconciliation of Adjusted Earnings: Net income (loss) $ (86,755) $ (15,291) (467%) $ (86,755) $ (18,621) (366%) Change in fair value of derivative asset 48,520 (21,980) 321% 48,520 (4,744) 1123% Share-based compensation expense 10,211 13,336 (23%) 10,211 10,699 (5%) Depreciation and amortization 28,636 20,251 41% 28,636 16,217 77% Deferred income tax (benefit) expense (4,013) 193 (2179%) (4,013) (1,192) (237%) Other gains - - 0% - (95) 100% Change in fair value of warrant liability - - 0% - (10) 100% Adjusted earnings (3,401) (3,491) 3% (3,401) 2,254 (251%) Non-GAAP Adjusted Earnings QoQ and YoY Comparison 22Note: In thousands, except for per share amounts and percentages Three Months Ended Three Months Ended September 30, 2024 June 30, 2024 % Change September 30, 2024 September 30, 2023 % Change Reconciliation of Adjusted Earnings per share - diluted: Net loss per share - diluted $ (0.26) $ (0.05) (436%) $ (0.26) $ (0.07) (253%) Change in fair value of derivative asset per diluted share 0.14 (0.07) 300% 0.14 (0.02) 843% Share-based compensation expense per diluted share 0.03 0.04 (28%) 0.03 0.04 (28%) Depreciation and amortization per diluted share 0.09 0.07 16% 0.09 0.06 34% Deferred income tax expense per diluted share (0.01) 0.00 (2065%) (0.01) (0.00) (155%) Other gains - nonrecurring per diluted share - - 0% - (0.00) 100% Change in fair value of warrant liability per diluted share - - 0% - (0.00) 100% Adjusted (loss) earnings per diluted share $ (0.01) $ (0.01) 8% $ (0.01) $ 0.01 (214%)

September 30, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 25,342 $ 86,105 Accounts receivable 226 622 Receivables, related party 59 245 Prepaid expenses and other current assets 3,488 3,670 Bitcoin 95,459 32,978 Derivative asset 27,185 31,878 Total current assets 151,759 155,498 Restricted cash 14,392 - Property and equipment, net 310,699 243,815 Deposits on equipment 144,573 30,812 Intangible assets, net 25,742 8,109 Investment in equity investees 54,973 35,258 Derivative asset 47,225 61,713 Operating lease right-of-use asset 10,564 7,077 Security deposits 15,301 23,855 Other noncurrent assets 210 - Total assets $ 775,438 $ 566,137 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 13,154 $ 4,980 Accounts payable, related party - 1,554 Accrued expenses and other current liabilities 40,764 22,439 Finance lease liability, current portion 3,695 3,404 Operating lease liability, current portion 1,479 1,166 Warrant liability - 250 Total current liabilities 59,092 33,793 Asset retirement obligation 19,810 18,394 Finance lease liability 8,319 11,128 Operating lease liability 9,662 6,280 Deferred tax liability 6,564 5,206 Total liabilities 103,447 74,801 Commitments and contingencies (Note 13) Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023 - - Common stock, $0.001 par value, 500,000,000 shares authorized, 355,771,238 and 296,276,536 shares issued as of September 30, 2024 and December 31, 2023, respectively, and 347,800,186 and 290,957,862 shares outstanding as of September 30, 2024, and December 31, 2023, respectively 356 296 Additional paid-in capital 870,565 627,822 Accumulated deficit (198,922) (136,777) Treasury stock, at par, 7,971,052 and 5,318,674 shares at September 30, 2024 and December 31, 2023, respectively (8) (5) Total stockholders’ equity 671,991 491,336 Total liabilities and stockholders’ equity $ 775,438 $ 566,137 Consolidated Balance Sheets 23Note: In thousands, except for share and per share amounts

Appendix

Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders’ EquityShares Amount Shares Amount Balance as of June 30, 2023 254,795,626 $ 254 $ 473,471 $ (128,751) (4,381,735) $ (4) $ 344,970 Issuance of common shares, net of offering costs - At- the-market offering 2,831,736 4 8,597 - - - 8,601 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement 1,983,952 1 (2,112) - (742,829) (1) (2,112) Share-based compensation 71,428 - 10,699 - - - 10,699 Net loss - - - (18,621) - - (18,621) Balance as of September 30, 2023 259,682,742 $ 259 $ 490,655 $ (147,372) (5,124,564) $ (5) $ 343,537 Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders’ EquityShares Amount Shares Amount Balance as of June 30, 2024 335,557,872 $ 336 $ 802,610 $ (112,168) (6,941,446) $ (7) $ 690,771 Issuance of common shares, net of offering costs - At- the-market offering 17,953,378 18 61,273 - - - 61,291 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement 2,259,988 2 (3,529) - (1,029,606) (1) (3,528) Share-based compensation - - 10,211 - - - 10,211 Net loss - - - (86,754) - - (86,754) Balance as of September 30, 2024 355,771,238 $ 356 $ 870,565 $ (198,922) (7,971,052) $ (8) $ 671,991 Statements of Changes in Stockholders’ Equity (Deficit) 25Note: In thousands, except for share amounts Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Nine Months Ended September 30, 2024 2023 Cash flows from operating activities Net loss $ (62,145) $ (36,372) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 65,661 42,284 Amortization of intangible assets 470 - Amortization of operating right-of-use asset 888 688 Share-based compensation 31,865 28,687 Equity in losses (gains) of equity investees (1,008) 4,179 Non-cash lease expense 429 1,477 Other (1,235) - Deferred income taxes 1,358 (555) Bitcoin received as payment for services (109,443) (83,161) Change in fair value of derivative asset 19,181 (13,294) Change in fair value of warrant liability (250) 49 Gains on fair value of bitcoin (22,336) (3,276) Changes in assets and liabilities: Accounts receivable 396 (262) Receivables, related party 186 (958) Prepaid expenses and other current assets 182 3,238 Security deposits 16,851 144 Other non-current assets (210) - Accounts payable 565 2,366 Accounts payable, related party - (1,529) Accrued expenses and other current liabilities 62 10,732 Lease liabilities - (762) Net cash used in operating activities (58,533) (46,325) Cash flows from investing activities Proceeds from sale of bitcoin 79,786 78,729 Deposits on equipment (135,263) (4,533) Purchases of property and equipment (92,373) (32,980) Purchases and development of software (1,059) - Purchase of strategic contracts (17,044) - Capital distributions from equity investees - 3,807 Investment in equity investees (29,194) (3,545) Prepayments on financing lease - (3,676) Net cash (used in) provided by investing activities (195,147) 37,802 Cash flows from financing activities Proceeds from the issuance of common stock 225,181 11,644 Offering costs paid for the issuance of common stock (3,487) (298) Repurchase of common shares to pay employee withholding taxes (10,760) (3,224) Principal payments on financing lease (3,625) (8,184) Net cash provided by (used in) financing activities 207,309 (62) Net decrease in cash, cash equivalents, and restricted cash (46,371) (8,585) Cash, cash equivalents, and restricted cash, beginning of the period 86,105 11,927 Cash and cash equivalents, and restricted cash, end of the period $ 39,734 $ 3,342 Consolidated Statement of Cash Flows 26Note: In thousands

Nine Months Ended September 30, 2024 2023 Consolidated Statement of Cash Flows Cont. 27Note: In thousands Supplemental disclosure of noncash investing and financing activities Reclassification of deposits on equipment to property and equipment $ 21,502 $ 74,186 Property and equipment purchases in accounts payable and accrued expenses $ 17,422 $ - Bitcoin received from equity investees $ 10,487 $ 317 Settlement of related party payable related to master services and supply agreement $ 1,554 $ - Right-of-use asset obtained in exchange for finance lease liability $ 4,375 $ 14,212 Sales tax accrual on machine purchases $ 1,388 $ 1,837 Equity method investment acquired for non-cash consideration $ - $ 1,926 Finance lease cost in accrued expenses $ - $ 2,060 The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Condensed Consolidated Balance Sheets to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. Nine Months Ended September 30, 2024 2023 Cash and cash equivalents $ 25,342 $ 3,342 Restricted cash 14,392 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,734 $ 3,342

Document And Entity Information	Oct. 31, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Entity Emerging Growth Company	true
Entity File Number	001-39625
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	1 Vanderbilt Avenue
Entity Address, Address Line Two	1 Vanderbilt Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	332
Local Phone Number	262-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock Par Value Point Zero Zero One Per Share Member
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of Eleven Point Five Zero Per Whole Share Member
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ