CIFR
CIFR · Cipher Digital Inc. · Catalyst Calendar · as of September 2, 2026
Banded 0–3 / 3–6 / 6–12 months, earliest first. Numbering is gapless and runs straight through the bands, so a boundary never resets the count. An ID marks position in the current ordering and changes between revisions, so catalysts are named by title.
On August 3, 2026 the Governor of Texas directed the Public Utility Commission of Texas and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT's interconnection process, and stated that any project failing to comply will be denied connection to the Texas grid. The information demanded covers financial assistance and tax incentives, power sourcing and on-site generation, water consumption and cooling, community impact, and ownership. ERCOT suspended the Batch Zero Large Load classification notifications that were due by August 7, 2026 in market notice M-A080326-01, and said it will file a request for a good cause exception on the Batch Zero timelines ahead of the Commission's open meeting of August 20, 2026, which is the dated point here. No completion deadline for the audit itself has been named.
This bears on the pipeline rather than on the leases already signed. The three contracted campuses are leased and financed: roughly 300 gross MW at Black Pearl and 100 at Stingray to Amazon Data Services, and 300 at Barber Lake to Fluidstack backstopped by Google. What the audit reaches is the queue behind them, and this company's stated model is to originate power, secure interconnection and convert queue positions into leases, across a development pipeline of 3.4 GW at eight sites and 4.2 GW across ten.
An audit that thins a queue the operator has described at more than 438 GW favours a developer able to satisfy it over the speculative requests that make up much of that number. Scarcity of granted interconnection is what the whole sector is priced on, and a barrier raised behind an incumbent is worth more than one raised in front of it.
Timelines reset for sites not yet through, delaying the conversion of pipeline into contracted capacity that the valuation rests on. The audit names no completion date, and a pipeline whose queue positions are frozen is worth less than one advancing on a published schedule.
Whether any particular Cipher site falls inside the audit's scope is not established here. The directive names projects advancing through the interconnection process, and which of this company's ten sites are at that stage is not on any record read. Section 14 already records that the grid operator's large load records could not be retrieved, so capacity and queue position rest on company disclosure. The date is the Commission's own; the outcome for this issuer is unknown and is not guessed at.
Source: Office of the Governor of Texas, directive of August 3, 2026; ERCOT market notice M-A080326-01, August 3, 2026. Filed Neither appears in an SEC filing.
244 MW of the 300 MW gross capacity at the Barber Lake site near Colorado City, Texas, leased to Fluidstack USA II Inc. with Google backstopping certain of Fluidstack's obligations. The site has 300 MW of interconnection approved without any restrictions on the load profile, which is a firmer position than a conditional or curtailable approval.
This is the first hard date the company has given itself and the first opportunity to demonstrate that its modular construction approach delivers. The June 2026 investor presentation stated both Barber Lake and Black Pearl were on schedule and tracking towards delivery of initial capacity in September 2026.
Delivery on the stated date validates the construction method across all three sites and brings the first lease within a quarter of commencing.
A slip at the first and most advanced site casts doubt on the three later dates behind it, none of which has more schedule slack.
Source: Form 10-K, February 24, 2026; investor presentation, Exhibit 99.1 to Form 8-K, June 8, 2026. Filed
The first report after the Barber Lake Phase I target date, and therefore the first place a slip would have to be disclosed. It should also carry the Stingray financing on the balance sheet for the first time, $810.0 million having closed on June 15, 2026.
Barber Lake confirmed delivered and Black Pearl rent commencement reaffirmed for the fourth quarter, with two of four targets met.
A first missed date, disclosed alongside another quarter of falling mining revenue and rising interest expense.
The date is a cadence estimate from the third quarter report filed November 3, 2025. No date has been announced.
Source: Filing cadence from Form 10-Q filed November 3, 2025. Estimate
The remaining 56 MW of the 300 MW gross allocation to Fluidstack at Barber Lake, four months after Phase I. Completing it takes the site to full contracted capacity and closes out the first of the three leases.
The site reaches full contracted capacity on schedule, proving phased delivery works at a site already partly commissioned.
A slip on the smaller phase would signal that the constraint is equipment or labour rather than site readiness, which would reach the other sites too.
Source: Form 10-K, February 24, 2026. Filed
The first audited year in which the company was Cipher Digital rather than Cipher Mining, and the first to contain any lease revenue if Black Pearl commenced on target. It will settle the full-year revenue decline, the derivative and warrant marks, and whether the auditor's view of going concern and internal control is unchanged.
A first quarter of lease revenue on the face of the statements and a clean audit, with the revenue decline visibly bottoming.
A going concern paragraph, a material weakness, or a full year in which revenue fell and no lease commenced.
The date is a cadence estimate from annual reports filed March 5, 2024, February 25, 2025 and February 24, 2026. No date has been announced.
Source: Filing cadence from Forms 10-K, March 5, 2024, February 25, 2025 and February 24, 2026. Estimate
The initial subphase of Black Pearl Phase II is targeted for the first quarter of 2027, and rent for the whole lease is expected to fully ramp by the same quarter on completion of the final subphase. That takes approximately 300 gross MW to full contracted rent under the 15-year Amazon agreement.
The largest of the three leases reaches full rent, giving the first quarter in which lease revenue could exceed what mining ever produced at the site.
Partial ramp only, leaving a site financed and built but earning a fraction of its contracted rent.
Source: Form 10-K, February 24, 2026. Filed
The 10 MW critical IT network hall at Andrews, Texas carries a target rent commencement date of April 1, 2027 and the 60 MW data hall May 1, 2027, together making up the 70 MW of critical IT load leased to Amazon Data Services under a 15-year triple-net agreement with three five-year tenant extension options.
The economics are the most fully disclosed of the three leases: approximately $2.0 billion of base-term contracted lease payments rising to roughly $5.7 billion if all extensions are exercised, a 3.0% annual rent escalator, an approximately 100% net operating income margin, and a full guarantee of base rent and operating expenses by Amazon.com, Inc.
Rent begins on the most creditworthy of the three leases, and the $810.0 million financing begins amortising from contracted cash flow as designed.
Delay pushes the start of amortisation and extends the period in which the notes accrue interest against no rent, on a site with the tightest disclosed cost budget.
Source: Investor presentation, Exhibit 99.1 to Form 8-K, June 8, 2026. Filed
The 2026 meeting was held on June 2, 2026 following a proxy statement filed on April 20, 2026. Authorised common stock was doubled to 1,000,000,000 shares during 2025 against 409 million outstanding, so a further authorisation request would be the item to watch rather than a routine expectation.
Routine re-election with no new authorisation sought, implying the funding program is complete.
A request for further authorised shares, signalling equity issuance ahead on top of two in-the-money convertible series.
Source: Form 8-K Item 5.07, June 8, 2026; definitive proxy statement, April 20, 2026. Filed
Structural items that shape the backdrop but do not trade in the window.
The Odessa facility draws power under an agreement with Luminant ET Services Company LLC giving access to electricity at approximately 2.8 cents per kilowatt hour, raised from 2.7 cents in October 2025, until at least July 2027. Odessa is the company's only remaining operating mining site at 207 MW, and the company states it may itself be suitable for retrofitting for HPC tenants.
Odessa is converted to an HPC lease before the protection lapses, making the power price irrelevant to the site's economics.
Mining continues at Odessa into an unhedged power price, on the last asset still producing revenue.
Source: Form 10-K, February 24, 2026. Filed
The 3.4 GW development pipeline energises on a staggered schedule. Ulysses in Ohio, 200 MW with capacity secured from AEP Ohio, is expected in the fourth quarter of 2027 and would give direct access to PJM, the company's first position outside Texas and outside ERCOT. Colchis in West Texas is a 1 GW site with a fully executed direct interconnection agreement with AEP targeting energisation in 2028. McLennan, Mikeska and Milsing are each up to 500 MW between 2028 and 2029, all three options having been exercised between December 2025 and February 2026.
Energised capacity outside ERCOT diversifies grid exposure, and a pipeline site leased before energisation would repeat the pattern that produced all three current leases.
Interconnection or construction slips across a pipeline of eight sites, leaving capital in land and options that produce nothing for years.
Source: Form 10-K, February 24, 2026. Filed
Ongoing and undated, most material first. These take “Why undated” in place of timing confidence.
All revenue is bitcoin mining. It fell 28.8% year on year in the first quarter of 2026 because mining at Black Pearl ceased in February 2026 and the three joint-venture sites were sold the same month. Interest expense of $59.2 million in that quarter already exceeded revenue of $34.8 million, and the first rent is targeted for the fourth quarter of 2026.
The decline is a choice rather than a market outcome, and every megawatt withdrawn is a megawatt already contracted at a higher rate.
The gap between revenue falling and rent starting is funded from cash and debt, and it widens with every delivery slip.
Amazon entities take Black Pearl and Stingray; Fluidstack, backstopped by Google, takes Barber Lake. At Stingray, Amazon.com, Inc. fully guarantees base rent and operating expenses and has agreed to cover construction cost overruns above $10.5 million per critical IT megawatt. The credit support at Black Pearl is not disclosed in those terms.
Two of the strongest credits in the sector, one with an explicit parent guarantee and a construction cost cap, is a higher-quality book than a longer list of weaker names.
A change of plan at either counterparty reaches a large part of the contracted book, and the same Fluidstack and Google pairing appears in peers' filings, so a single decision could move several issuers.
Face value across six instruments totals $6,015.5 million, of which $4,543.0 million is secured at subsidiary level through Cipher Compute LLC, Black Pearl Compute LLC and Stingray Compute LLC. Total liabilities rose from $173.5 million at December 31, 2024 to $3,456.1 million a year later and $5,653.7 million at March 31, 2026, against stockholders' equity of $714.2 million.
All three projects are fully funded through construction, so delivery does not depend on raising further capital.
Interest accrues on the whole of it while nothing earns rent, and the secured issuers hold first claim on the assets that will.
At December 31, 2025 the company held $628.3 million of cash and cash equivalents against $2,036.4 million of restricted cash, of which $1,761.3 million was classified as current. That is money raised and ring-fenced for construction and debt service. A reader treating total cash as liquidity would overstate the company's flexibility by more than three times.
The construction program is pre-funded and drawn against milestones, which is what allowed three sites to be built at once.
Free cash is a fraction of the headline, and overruns beyond the funded budget would have to come from elsewhere.
The 2030 notes convert at approximately $4.45 and the 2031 notes at approximately $16.03, against a close of $14.61, which leaves the 2030 series deep in the money and the 2031 series out of it by $1.42. See the dilution and capital overlay in section 5 for the arithmetic and for what could not be established about the capped call offset.
Conversion retires $1,472.5 million of debt without a cash outflow, and the capped calls absorb part of the dilution.
Roughly 119.9 million shares, about 29.3% of the current count, on an unhedged basis. The 2030 strike of $4.45 is far below the market; at this basis the 2031 strike of $16.03 sits only 0.4% beneath it.
The FY2025 net loss of $822.2 million includes a $450.4 million loss on the fair value of the embedded derivative in the 2031 convertible notes, which arises from the share price rising. The warrant liability of $525.2 million works the same way in reverse and produced a $43.6 million gain in the first quarter of 2026.
These are non-cash and reverse on conversion or exercise, so a reader who separates them sees a cleaner operating picture than the headline.
The bottom line will keep moving with the share price rather than the business, which makes any earnings-linked test unreliable.
Nine of ten sites are in Texas and operate within ERCOT. The company reports 300 MW of interconnection approved at each of Barber Lake and Black Pearl, the former without any restrictions on the load profile, plus conditional approval up to 100 MW at Stingray and up to 70 MW at Reveille. The Texas grid operator's large load records could not be retrieved on August 3, 2026, so none of these is corroborated by an independent source.
Approvals stated with megawatt figures and load profile terms are more specific than most of this sector discloses, and Ulysses adds PJM exposure from late 2027.
A single grid operator governs nine sites, and no public record was available against which to check the approvals the financings were underwritten on.
The filer was Good Works Acquisition Corp. to August 2021, Cipher Mining Inc. to February 2026, and Cipher Digital Inc. since. The ticker has been CIFR throughout and the warrants were delisted on December 29, 2025. Nothing here indicates a disclosure problem; the practical consequence is that any research keyed to a name rather than to the permanent filer identifier will return a partial history.
The unchanged ticker keeps the price history continuous, which a symbol change would have broken.
Name-keyed screens and databases may show a company with a two-year history rather than a six-year one, and miss the earlier filings entirely.
Closed items, kept for the record, ordered by resolution date. A resolved catalyst takes the next free R number; it does not carry its old D number over.
Senior unsecured, due May 15, 2030, interest semiannually from November 15, 2025. At the September 1, 2026 close of $14.61 the conversion price is far below the market, so this series is deep in the money.
Long-term leases with Fluidstack USA II Inc. through Cipher Barber Lake LLC, supported by a lease recognition agreement under which Google LLC backstops certain of Fluidstack's obligations. 250 acres, 300 MW gross, split 244 MW to Phase I and 56 MW to Phase II. The filings state the quarter but not the day, so this item sorts at the end of that quarter.
Senior unsecured, bearing no interest, with capped call transactions funded from the proceeds. The embedded conversion feature is accounted for separately at fair value and produced a $450.4 million loss in FY2025 as the share price rose.
A 15-year lease with Amazon Web Services, Inc. through Cipher Black Pearl LLC to deliver approximately 300 gross MW of turnkey capacity on about 75 acres near Wink, Texas, with 300 MW of interconnection approved. The annual report dates this lease as October 2025 in one passage and November 2025 in another, describing the same agreement over the same capacity at the same site. The earlier of the two is used for ordering here and the discrepancy is recorded rather than resolved.
Issued by Cipher Compute LLC, a wholly-owned indirect subsidiary, as senior secured obligations of that issuer with interest payable semiannually on 15 May and 15 November.
A majority interest in a joint venture developing a 1 GW site in West Texas, including a fully executed direct interconnection agreement with American Electric Power for a dual interconnection facility targeting energisation in 2028, and options over approximately 620 acres adjacent to an existing substation. It created the redeemable non-controlling interest of $30.3 million on the balance sheet.
An additional series of the same 7.125% notes issued by Cipher Compute LLC eleven days after the first, taking the secured issuance at that entity to $1,733.0 million.
A 200 MW data center site in Ohio with capacity secured from AEP Ohio and land options over approximately 195 acres, expected to energise in the fourth quarter of 2027 and to give direct access to PJM. It expanded the development pipeline to approximately 3.4 GW across eight sites. The Milsing option was exercised the same month.
A Form 25-NSE removed the warrants from listing, and the FY2025 cover page registers only the common stock under Exchange Act Section 12(b). A warrant liability of $525.2 million remains on the balance sheet at fair value.
The 49% membership interests in Alborz LLC, Bear LLC and Chief Mountain LLC, held through a joint venture with WindHQ LLC since 2022, were sold to Canaan U.S. Inc. Together with the cessation of mining at Black Pearl the same month, this is the step that turned the revenue line down.
The company states the rebrand aligns with a strategy to scale into a leading HPC data center developer and operator. The charter amendment was reported on Form 8-K under Item 5.03 on February 24, 2026. The CIFR ticker was retained, so the price history is continuous across the change.
Mining at Black Pearl began in June 2025 and had ramped to 150 MW by September 2025. It ceased in February 2026 as a direct consequence of the Amazon lease. The McLennan and Mikeska options were exercised the same month.
Revenue rose 48% to $223.9 million but a $450.4 million derivative loss and $173.5 million of other operating losses produced a net loss eighteen times the prior year's. Audited by CBIZ CPAs P.C. with no going concern paragraph.
Revenue of $34.8 million against $48.959 million a year earlier, and interest expense of $59.2 million against it. Total liabilities reached $5,653.7 million and total assets $6,393.6 million.
A second lease with Amazon Data Services for 100 gross MW and 70 MW of critical IT load at Andrews, Texas, announced June 8, 2026 with approximately $2.0 billion of base-term contracted payments, a 3.0% escalator and a full Amazon.com, Inc. guarantee. Stingray Compute LLC closed $810.0 million of 6.000% senior secured notes due 2031 on June 15, 2026, with Morgan Stanley as representative of the initial purchasers. Signing and financing are resolved; delivery and rent commencement are not, and appear above as dated items.
Revenue of $24.8 million for the quarter against $43.6 million a year earlier, a fall of 43.0% as mining capacity continued to come out. Net loss of $267.5 million, or $(0.65) a share, against $45.8 million a year earlier, with total other expense of $188.6 million doing most of the work. Total assets $7,501.5 million, total liabilities $6,913.7 million and stockholders' equity $562.1 million at June 30, 2026, so the balance sheet now reflects the Stingray financing. The same filing disclosed an option agreement of July 23, 2026 over a 900 MW site in Texas and an amendment of July 24, 2026 to the Black Pearl lease.
The company announced on August 4, 2026 that it began delivering data center capacity at Black Pearl at the beginning of August and that rent has commenced at the site, two months ahead of the previous schedule, following an amendment to the lease on July 24, 2026 made at the tenant's request. This is the first lease revenue in the company's history and the point at which the conversion stopped being prospective. The exact commencement day is not stated in the filing, so this item sorts last among the resolved rather than by a date this document would have to invent. No reported period yet contains any of the revenue: the quarter ended June 30, 2026, filed the same day, contains none.
Every category reviewed appears as a row, including those that produced catalysts, which read across by title and ID. A category checked and found empty is recorded rather than omitted.
| Category | Status | Basis |
|---|---|---|
| Earnings | Covered above | Third quarter 2026 results (D3), FY2026 annual report on Form 10-K (D5), second quarter 2026 results released (R16), first quarter 2026 results released (R14), FY2025 annual report filed (R13). |
| Product launches | None | The company leases data center capacity and mines bitcoin; it ships no product on a launch cycle. The nearest equivalent is delivery of a site, carried as Barber Lake Phase I delivery (D2), the two later delivery items, and Black Pearl first rent commencement (R17), which resolved in August 2026. |
| Investor days | None | No investor day is announced. The company published an investor presentation with the Stingray announcement on June 8, 2026, but no standalone investor day appears in any Form 8-K to July 31, 2026. |
| Regulatory decisions | Covered above | Grid exposure concentrated in ERCOT, and interconnection not independently corroborated (S7); pipeline sites energise (D10), which depends on interconnection approvals at eight sites. |
| Lawsuits | Not established | Not examined. Federal and state court dockets were not searched. Also named in what was not checked. |
| Macro events | Covered above | Luminant power agreement protection lapses (D9) carries the power price exposure. Bitcoin price exposure is diminishing by design and is carried by the only revenue is being withdrawn before the rent arrives (S1). |
| Industry conferences | Not established | Not examined. No conference organizer's published schedule was checked for company participation. Also named in what was not checked. |
| Management changes | Covered above | A Form 8-K under Item 5.02 was filed on February 11, 2026. The change itself is not carried as a catalyst because it produced no dated or standing item, but the category is not empty. |
| Buybacks | None | No repurchase program is disclosed in the FY2025 Form 10-K or in either quarterly report filed since. Treasury stock of 7,111,468 shares arises from earlier transactions. Capped call transactions exist over the 2031 convertible notes, but they offset conversion dilution rather than authorise repurchase. |
| Dividends | None | No common dividend has been declared or paid. No preferred stock is outstanding; 10,000,000 shares are authorised. |
| Major contracts | Covered above | Barber Lake leased to Fluidstack with a Google backstop (R2), Black Pearl leased to Amazon (R4), Stingray leased to Amazon and financed (R15), Black Pearl first rent commencement (R17), Barber Lake Phase I delivery (D2), Barber Lake Phase II delivery (D4), Black Pearl Phase II and full rent ramp (D6), Stingray rent commencement (D7). |
| Convertible and other financings | Covered above | 2030 convertible notes issued (R1), 2031 convertible notes issued (R3), 2030 senior secured notes issued (R5), senior secured notes tapped for a further $333.0 million (R7), Stingray leased to Amazon and financed (R15), both convertible series are in the money (S5). |
| Mergers and acquisitions | Covered above | Colchis joint venture interest acquired (R6), Ulysses acquired, the first site outside Texas (R8), joint venture mining interests sold to Canaan (R10). |
| Index membership | Not established | Not examined. No index provider's published methodology or rebalance schedule was checked. Also named in what was not checked. |
| Analyst coverage and short interest | Not established | Coverage was examined again on August 4, 2026 against the issuer's own investor relations page, which names eighteen covering firms with one analyst each. Twenty-one dated actions are carried in the valuation section of the companion report, two of them restruck on August 19, 2026 from the firms' own notes. This row remains not established because exchange short interest reports were still not retrieved, which is the half of it this calendar would use. Also named in what was not checked. |
| Credit rating actions | Established | Ba3 / BB- on the Cipher Compute notes and Ba2 / BB- on both the Black Pearl Compute and Stingray Compute series, attributed on the company's own capitalisation page to Moody's and Fitch. Read from EX-99.2 to the Form 8-K of August 4, 2026, page 16. No rating agency publication was consulted directly, so this is the issuer reporting its own ratings. |
| Segment reporting | None | Revenue is reported on a single line, bitcoin mining, with no segment split of costs or assets. That will have to change once lease revenue commences. |
| Corporate identity changes | Covered above | Renamed Cipher Digital Inc. (R11), warrants removed from listing (R9), three registrant names on one filing record (S8). |
| Beneficial ownership changes | Covered above | Fifty-four filings in the beneficial-ownership family appear on the index, swept under both schedule spellings, and they are now read. The Schedule 13D is the founding sponsor's: Bitfury Top HoldCo and affiliates at 28,643,382 shares, 7.0% on Amendment No. 23 of June 4, 2026, down from 7.7% across the 2025 amendments. On the passive side Vanguard Portfolio Management reports 5.54%, while Jane Street and the Susquehanna broker-dealer group cross the threshold in both directions. One of the fifty-five is not about this company at all: the Schedule 13G of February 25, 2026 is filed by Cipher and reports 7.7% of Canaan Inc., the buyer of the joint-venture interests (R10). |
Sits across every other catalyst rather than beside them.
Every catalyst on this calendar is read against a share count that can rise by roughly a third without the company selling a new share, and against $6.0 billion of debt raised before a single dollar of rent has been earned.
| Instrument | Principal | Conversion | Implied shares | Basis |
|---|---|---|---|---|
| 2030 convertible notes | $172.5M | $4.45 | ~38.8 million | Estimate principal ÷ conversion price |
| 2031 convertible notes | $1,300.0M | $16.03 | ~81.1 million | Estimate principal ÷ conversion price |
| Total convertible | $1,472.5M | n/a | ~119.9 million, 29.3% of the count | Estimate sum of the above |
| 2030 senior secured notes | $1,733.0M | n/a | n/a; secured at Cipher Compute LLC | Filed 10-K, incl. the $333.0M add-on |
| Stingray senior secured notes | $810.0M | n/a | n/a; secured at Stingray Compute LLC | Filed 8-K, June 15, 2026 |
| Warrant liability | $525.2M | n/a | Carried at fair value, not as a share count | Filed 10-K, at Dec 31, 2025 |
The implied share counts divide principal by the stated conversion price, because the conversion rates per $1,000 of principal were not located in the filings read. That method is approximate and it ignores the capped call transactions the company funded from the 2031 note proceeds, whose strike and cap prices were also not located. The 119.9 million figure is therefore an unhedged upper bound rather than an expected outcome, and the true dilution will be lower to the extent the capped calls bite and to the extent the company elects cash settlement. Both gaps are named in the sources section.
The debt side ranks ahead of all of it. Of the $6,015.5 million raised, $4,543.0 million is secured at subsidiary issuers holding the very assets that will generate the rent: Cipher Compute LLC, Black Pearl Compute LLC and Stingray Compute LLC. The Stingray notes amortise from lease payments beginning on construction completion at a 1.25 times debt service coverage ratio, so that site's cash is spoken for before it reaches the parent.
Equity issuance itself has been modest. Shares outstanding rose from 350,783,817 at December 31, 2024 to 409,049,197 at May 4, 2026, an increase of 16.6% across sixteen months, and authorised shares were doubled to 1,000,000,000 during 2025. The growth was funded with debt, which is why total liabilities rose thirty-two-fold over the same period while equity barely moved.
What would prove this read wrong, stated in advance. Each trigger is settleable from a document; an unquantified threshold is not a test.
| # | If this happens… | …this was wrong | Status |
|---|---|---|---|
| 1 | A periodic report or Form 8-K states that Barber Lake Phase I did not deliver by September 30, 2026. | The reading that the first and most advanced site delivers on the company's own stated date. | Untriggered |
| 2 | The FY2026 Form 10-K reports no HPC lease revenue for the year ended December 31, 2026. | The reading that Black Pearl rent commences in the fourth quarter of 2026 as targeted. | Untriggered |
| 3 | A Form 8-K or periodic report discloses termination, or notice of termination, of the Barber Lake, Black Pearl or Stingray lease. | The reading that the contracted book is durable and the counterparties committed. | Untriggered |
| 4 | A periodic report discloses a default, reserve shortfall or covenant breach at Cipher Compute LLC or Stingray Compute LLC. | The reading that all three projects are funded through construction without further parent support. | Untriggered |
| 5 | The FY2026 Form 10-K carries a going concern paragraph or reports a material weakness in internal control over financial reporting. | The reading that restricted cash and committed financing carry the company through the revenue trough. | Untriggered |
| 6 | A registration statement or Form 8-K announces a common equity offering before December 31, 2026. | The reading that the debt raised through June 2026 funds the program without parent equity issuance. | Untriggered |
| 7 | A periodic report discloses that the Odessa power arrangement has ended or been replaced at a stated price above 2.8 cents per kilowatt hour. | The reading that the last operating mining site remains cost-protected until at least July 2027. | Untriggered |
| 8 | A periodic report reports quarterly revenue below $20 million before any lease revenue is recognized. | The reading that the mining decline has a floor near the first quarter 2026 level of $34.8 million. | Untriggered |
| 9 | A periodic report discloses that the interconnection approval at Barber Lake or Black Pearl has been reduced below 300 MW or made subject to a load profile restriction. | The reading that firm, unrestricted interconnection is this company's distinguishing asset. | Untriggered |
Every ID in one table, gapless within each class. Must match the cards above exactly: same IDs, same count, same order. Links point at title slugs so they survive renumbering.
| Tag | What it asserts |
|---|---|
| Filed | Stated in an SEC filing or company release, cited by form and date. Also covers a dated official publication by a named non-SEC issuer, with the issuer named in the Source line. |
| Estimate | Derived or inferred here. The arithmetic is shown. |
| Open | Expected but unconfirmed. Nothing filed either way. |
| Market | Price, volume, float, published targets and ratings. Stamped with the close or publication date. |
| Press | Reported by a named publication that is neither the issuer nor an analyst, cited by outlet and date. Corroborates; never the sole basis for a material claim. |
| Social | Publicly posted by a named account, cited by handle and date. Asserts that the statement was made, never that it is true. |
| Level | Means |
|---|---|
| High | Date is company-announced, protocol-defined, or statutorily fixed. |
| Medium | Date inferred from filing cadence or a stated deadline window. |
| Low | Date is a judgment call. Could move by a quarter or more. |
Reporting dates carry the Estimate tag and rest on this issuer's own cadence: annual filings on March 5, 2024, February 25, 2025 and February 24, 2026; quarterly filings on August 7, 2025, November 3, 2025 and May 5, 2026.
The four delivery and rent commencement dates are different. They are company-stated and specific, in two cases to the day, which would ordinarily support High confidence. They are marked Medium because the company describes each as a target rather than a commitment, no lease has yet commenced anywhere in the portfolio, and there is therefore no track record of this company meeting a delivery date. Confidence rates the date, and a target with no precedent behind it is not the same claim as a scheduled filing deadline.
Confidence rates timing, never outcome. A High-confidence catalyst can be a coin flip; a Low-confidence one can be near-certain in direction.
Impact is independent of confidence. A High-impact, Low-confidence item is the most important kind here: it matters enormously and could land any time. Pipeline sites energise (D10) is the clearest example on this calendar.
Primary filings and company releases first, with form type and date.
| Source | Date | What it settles |
|---|---|---|
| Form 10-K, FY2025 | Feb 24, 2026 | Sites, leases, delivery targets, pipeline, capital structure, the name change |
| Form 10-Q, Q1 2026 | May 5, 2026 | Balance sheet at Mar 31, 2026, revenue decline, interest expense, share count |
| Form 8-K and Exhibit 99.1 | Jun 8, 2026 | Stingray lease, base-term value, escalator, guarantee, cost cap, rent dates |
| Form 8-K | Jun 15, 2026 | Stingray Compute LLC $810.0M 6.000% senior secured notes due 2031 |
| Form 8-K, Item 5.07 | Jun 8, 2026 | Annual meeting of June 2, 2026 |
| Form 8-K, Items 2.02 and 5.03 | Feb 24, 2026 | Charter amendment effecting the name change |
| Form 8-K, Item 5.02 | Feb 11, 2026 | A management change during the period |
| Form 25-NSE | Dec 29, 2025 | Removal of the warrants from listing |
| Big Digital Energy, Form 8-K Exhibit 99.1 | Jun 3, 2026 | Third-party peer comparison reproduced in the research report |
Filings were swept against Central Index Key 0001819989 rather than the ticker or the name, which is what carries the search across all three registrant names this filer has used: Good Works Acquisition Corp. to August 2021, Cipher Mining Inc. to February 2026, and Cipher Digital Inc. since. The index holds 609 filings from August 25, 2020 to August 13, 2026 and was read in full for form type. Both spellings of the beneficial-ownership schedules were included: 28 filings carry the legacy prefix and 27 the form the Commission has emitted since December 2024, so a sweep matching only the older spelling would have missed 27 filings, including thirteen amendments to a Schedule 13D between July 2025 and June 2026. Exhibit lists were enumerated rather than form types alone, which is how the Stingray lease economics were reached, since they appear in an exhibit rather than in the filing body.
Late-filing notifications were checked for absence as much as presence. No NT 10-K or NT 10-Q appears across those 609 filings. For an issuer that has changed its name twice and delisted a class of securities, that absence is worth recording with the size of the index behind it rather than as a bare negative.
The Texas grid operator's large load interconnection records were attempted on August 3, 2026 and could not be retrieved; the public planning pages returned a challenge page rather than data. The 300 MW approvals at Barber Lake and Black Pearl, the absence of load profile restrictions at Barber Lake, the conditional 100 MW at Stingray and the 70 MW at Reveille therefore rest on company statements alone. Texas and Ohio utility commission records were not examined, and the American Electric Power and AEP Ohio interconnection agreements were not independently verified.
The capped call transactions funded from the 2031 note proceeds are disclosed as existing, but their strike and cap prices were not located, so the dilution offset in section 5 is not quantified. Conversion rates per $1,000 of principal were not located either, so the implied share counts divide principal by the stated conversion price and are approximate.
No rating agency publication was consulted, so no rating on any of the three secured note series is reported. Federal and state court dockets were not searched, so lawsuits read Not established above. No index provider methodology, short interest report or conference schedule was checked. No earnings call transcript was read. The thirteen Schedule 13D amendments were identified in the sweep but the positions behind them were not extracted.
On date coverage, the sweep reaches August 4, 2026 and this calendar carries no catalyst arising after that date. The Form 10-Q for the quarter ended June 30, 2026 was filed on August 4, 2026 and is read here for the two catalysts it settles and for what it discloses as subsequent events. Its income statement and balance sheet are not otherwise carried into this calendar, and the companion report still presents the March 2026 quarter as its latest reported period.
Newest first. The original build entry is never removed or rewritten.
A $2.0 billion secured note series was missing from the debt figures, and with it a third secured issuer. Standing condition S3 read Four billion dollars of debt raised against no operating lease and stated face value of $4,015.5 million across five instruments, of which $2,543.0 million was secured through Cipher Compute LLC and Stingray Compute LLC. The company’s own capitalisation page shows six instruments and prints $6,016 million of total debt and $4,543 million of total secured debt at June 30, 2026. The instrument not carried was $2,000.0 million of 6.125% senior secured notes due February 15, 2031, issued by Black Pearl Compute LLC. S3 is retitled Six billion dollars of debt raised against no operating lease; face value moves $4,015.5M → $6,015.5M and secured face value $2,543.0M → $4,543.0M. The Black Pearl site is described throughout this calendar; the Black Pearl issuer was not, and the two carry different entity names. Read from EX-99.2 to the Form 8-K of August 4, 2026, page 16.
Credit rating actions are no longer unexamined. The same page attributes Ba3 / BB- to the Cipher Compute notes and Ba2 / BB- to both the Black Pearl Compute and Stingray Compute series, sourced to Moody’s and Fitch. The null row moves from Not established to the ratings as the issuer reports them. No rating agency publication was consulted directly.
Restamped and repriced, because the correction changed what this file asserts. The as-of moves August 19, 2026 → September 2, 2026 and the basis the August 18 close → the September 1 close, $16.095 → $14.61, a fall of 9.23% over ten sessions. No dated catalyst, standing condition or resolved item changed state, so the counts stand at 10 dated, 8 standing and 17 resolved. The dilution overlay moves with the price: the 2031 notes convert at approximately $16.03 and are now out of the money by $1.42, having been in the money by six and a half cents at the previous basis, while the 2030 notes at approximately $4.45 remain deep in the money.
Repriced to the 18 August close. $17.87 → $16.095, a fall of 9.93% over four sessions, of which 13.00% came in the 18 August session alone. The convertible arithmetic moves with it: the 2031 series at approximately $16.03 now sits 0.4% below the market against 11% below at the previous basis, so it remains in the money but barely, and the 2030 series at approximately $4.45 stays deep in it. Market
The record was read to August 13, 2026 and one filing matters. Morgan Stanley filed an initial Schedule 13G on August 13, 2026 at 26,279,615 shares and 6.3%, carried in the companion report's register. No dated catalyst resolved and no timing elapsed, so the counts stand at ten dated, eight standing and seventeen resolved. Two coverage rows in the companion report were restruck from the firms' own notes of August 4, 2026 and this row now says so. Filed
A regulatory review of the queue this company converts, found off EDGAR. On August 3, 2026 the Governor of Texas directed the Commission and ERCOT to audit every data center advancing through ERCOT's interconnection process, with non-compliant projects to be denied grid connection; ERCOT suspended the Batch Zero classification notifications due by August 7 in market notice M-A080326-01 and will seek a good cause exception at the Commission's open meeting of August 20, 2026. Nothing about it is on EDGAR, and the sweeps behind this file read filings. The Texas audit of ERCOT data center interconnections enters as a dated catalyst at Impact High, ahead of the Barber Lake Phase I delivery. Every dated item shifted one place to make room at the head of the sequence, and the in-document cross-references and band ranges were swept against the new numbering in the same build. Whether any particular site falls inside the audit's scope is not established and is not guessed at.
Repriced to the 12 August close. $24.16 → $17.87, up 3.83% on the session against the one before, on volume of 34,008,030 shares, about 0.90 times the mean of the nine preceding sessions. The previous basis was struck while a session was still running and this one is not.
Two dated catalysts resolved on one day. The second quarter 2026 results (R16) were released on August 4, 2026: revenue of $24.8 million against $43.6 million a year earlier, a net loss of $267.5 million, and a balance sheet that now carries the Stingray financing at total assets of $7,501.5 million. The Black Pearl first rent commencement (R17) resolved in the same announcement and two months ahead of its target: the company began delivering capacity at the beginning of August and states that rent has commenced, following an amendment to the lease on July 24, 2026 at the tenant's request. That item was the single most consequential on this calendar. The exact commencement day is not stated, so it sorts last among the resolved rather than on a date this document would have to invent.
Two disclosures are recorded and not yet analyzed: an option agreement of July 23, 2026 over a 900 MW site in Texas, which is not in the 4.2 GW portfolio figure the companion report carries, and the Black Pearl lease amendment itself, whose commercial terms are not disclosed.
Every dated item below the two that resolved moved up.
Cross-references were swept: the null table's earnings, product launches, regulatory decisions, macro events and major contracts rows all name catalysts by title with the new IDs in parentheses. Band labels were recomputed, and the band boundaries themselves were left where they are, since they are a convention of this document rather than a measurement.
Filing sweep. Run against Central Index Key 0001819989 and reaching August 4, 2026. The index holds 608 filings in a single view with no overflow file, up from 606. Both additions are of August 4, 2026 and both were read with their exhibits enumerated: the Form 8-K under Items 2.02, 7.01 and 9.01 with the business update as Exhibit 99.1, and the Form 10-Q with ten exhibits.
No reprice. The 4 August session was open when this file was assembled: the exchange reported the market open with a real-time last sale timestamped 2:35 pm Eastern, and volume had reached 45.0 million against completed sessions of 21.2 million to 39.8 million over the preceding fortnight. The basis stays at the 3 August close of $24.16. The as-of stamp moves to 4 August because what this file asserts changed; no figure here is computed from the stamp.
Coverage. The analyst coverage row was re-examined on August 4, 2026 against the issuer's own list of eighteen firms. It stays not established, because the short interest half of the row is still unretrieved.
Analyst coverage is not absent. The null row recorded that no attributed, dated third-party target or rating had been located. Nineteen firms have acted on this issuer and the twelve 2026 actions are now carried in the companion report. The row stays not established, because the half of it this calendar would use, exchange short interest, was still not retrieved, and the row now says which half is which rather than resting on a false absence.
Repriced to the August 3, 2026 close, and the register read rather than counted. The 3 August session closed while this file was being assembled, so the basis moves July 31, 2026 → August 3, 2026 and the price $22.32 → $24.16, up 8.24%. Both convertible series stay deep in the money. The beneficial-ownership row had recorded a count and deferred the positions to what was not checked; the filings are now read and the row names the holders. The horizon band boundaries do not move, being a convention this document adopted for dividing near from far rather than a measurement.
Built from the company's filings on EDGAR under Central Index Key 0001819989, swept across the complete index of 606 filings from August 2020 to July 31, 2026 and across all three registrant names on that record. The load-bearing documents are the FY2025 Form 10-K of February 24, 2026, the first quarter Form 10-Q of May 5, 2026, and the Current Reports of 24 February, 8 June and June 15, 2026 with their exhibits, of which the investor presentation attached to the 8 June filing carries the fullest lease disclosure in the set.
Pricing basis is the close of August 3, 2026 at $24.16, the most recent completed session.
Conventions fixed at construction. Dated items are ordered by expected date and banded 0–3, 3–6 and 6–12 months with a fourth context band beyond twelve months; standing conditions are ordered by materiality; resolved items are ordered by resolution date, earliest first, with four items whose day the filings do not state placed at the end of their stated month or quarter and marked as such. Anchors are permanent title slugs rather than ID numbers. Company-stated delivery targets are marked Medium confidence rather than High, because the company describes each as a target and no lease has yet commenced anywhere in the portfolio.
Known gaps in this version. The Texas grid operator's large load records could not be retrieved on August 3, 2026, so no interconnection approval is corroborated by an independent source. The capped call strike and cap prices and the conversion rates per $1,000 were not located, so the convertible dilution figure is an approximate unhedged upper bound. No rating agency publication was consulted. Court dockets, index methodologies, short interest and conference schedules were not examined, and five categories read Not established as a result. The thirteen Schedule 13D amendments were identified but the positions behind them were not extracted. The annual report dates the Black Pearl lease as both October and November 2025; the earlier date is used for ordering and the discrepancy is recorded rather than resolved. Second quarter results for the period ended June 30, 2026 were not yet filed.