{"filing":{"accession_number":"0000950103-26-008635","cik":"0001819989","ticker":"CIFR","company_name":"Cipher Digital Inc.","form":"8-K","filing_date":"2026-06-08","report_date":null,"primary_document":"dp248110_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326008635/dp248110_8k.htm"},"events":[{"id":6110,"run_id":5364,"accession_number":"0000950103-26-008635","anchor_item_number":"7.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.7,"summary":"Cipher Digital disclosed a proposed offering involving Stingray Compute LLC with illustrative financial information furnished under Regulation FD. The filing references a potential material transaction but does not explicitly confirm the nature, terms, or binding status, making it best characterized as other material event pending further clarification.","company_name":"Cipher Digital Inc.","ticker":"CIFR","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5053,"accession_number":"0000950103-26-008635","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure references a \"proposed offering\" and furnishes illustrative financial information for Stingray Compute LLC, suggesting a potential acquisition or material transaction. However, the Item 7.01 disclosure is deliberately non-binding (\"furnished and shall not be deemed to be filed\"), and the filing does not explicitly state the nature, terms, or status of the transaction. Without clearer language confirming M\u0026A activity, going-concern issues, or other specific event types, this is best classified as other_material given the reference to a proposed offering involving financial information of another entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T11:27:09.241048+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":6111,"run_id":5364,"accession_number":"0000950103-26-008635","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Cipher Digital announced its intention to offer $810.0 million aggregate principal amount of senior secured notes through subsidiary Stingray Compute LLC in a private offering to qualified institutional buyers under Rule 144A and Regulation S. This substantial capital-raising activity is material to investors.","company_name":"Cipher Digital Inc.","ticker":"CIFR","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5054,"accession_number":"0000950103-26-008635","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing announces Cipher Digital's intention to offer $810.0 million aggregate principal amount of senior secured notes through its subsidiary Stingray Compute LLC in a private offering to qualified institutional buyers under Rule 144A and Regulation S. While this is a debt offering rather than an equity issuance, the scale ($810M) and the fact that it is being disclosed as a material event in Item 8.01 indicates materiality to investors. The classification as \"dilutive_issuance\" is the closest fit in the taxonomy for material capital-raising activities, though technically this is debt rather than equity; an alternative reading might classify this as \"other_material\" given the debt nature, but the intent to raise substantial capital through a private offering to institutional buyers is clearly material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T11:27:09.241048+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5053,"accession_number":"0000950103-26-008635","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure references a \"proposed offering\" and furnishes illustrative financial information for Stingray Compute LLC, suggesting a potential acquisition or material transaction. However, the Item 7.01 disclosure is deliberately non-binding (\"furnished and shall not be deemed to be filed\"), and the filing does not explicitly state the nature, terms, or status of the transaction. Without clearer language confirming M\u0026A activity, going-concern issues, or other specific event types, this is best classified as other_material given the reference to a proposed offering involving financial information of another entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T11:27:09.241048+00:00","company_name":"Cipher Digital Inc.","ticker":"CIFR","filing_date":"2026-06-08"},{"id":5054,"accession_number":"0000950103-26-008635","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing announces Cipher Digital's intention to offer $810.0 million aggregate principal amount of senior secured notes through its subsidiary Stingray Compute LLC in a private offering to qualified institutional buyers under Rule 144A and Regulation S. While this is a debt offering rather than an equity issuance, the scale ($810M) and the fact that it is being disclosed as a material event in Item 8.01 indicates materiality to investors. The classification as \"dilutive_issuance\" is the closest fit in the taxonomy for material capital-raising activities, though technically this is debt rather than equity; an alternative reading might classify this as \"other_material\" given the debt nature, but the intent to raise substantial capital through a private offering to institutional buyers is clearly material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T11:27:09.241048+00:00","company_name":"Cipher Digital Inc.","ticker":"CIFR","filing_date":"2026-06-08"}]}