Cipher Digital (CIFR) FY2025 10-K Risk Factors: 35 New, 40 Dropped

What the changes say

Cipher Digital is shifting heavily toward high-performance computing (HPC) data center construction, increasing exposure to supply chain, power, and tenant risks.
Construction delays at facilities like Barber Lake and Black Pearl threaten rental revenues and debt service capabilities.
Tenant concentration on single-tenant leases with Amazon, Fluidstack, and Google creates significant counterparty and default exposure.

What changed since the prior 10-K

New

NewRisks Related to Our Business, Industry and Operations
If we are unable to complete the construction of our HPC data centers in a timely manner or within our anticipated cost estimates, it could have a material adverse effect on our business, results of operations, liquidity and our ability to make payments on our outstanding indebtedness
Delays or cost overruns in constructing HPC data centers like Barber Lake and Black Pearl could harm our ability to pay debt.
NewRisks Related to Our Business, Industry and Operations
Development and construction delays, cost overruns, changes in market circumstances, environmental or community constraints, and other factors may have a material adverse effect on our operations, expansion plans, financial position and financial performance
Development and construction delays or environmental constraints may adversely affect our operations and financial performance.
NewRisks Related to Our Business, Industry and Operations
Our business is exposed to construction risks
Construction of HPC data centers exposes us to risks like labor shortages, inflation, permitting delays, and supply chain issues.
NewRisks Related to Our Business, Industry and Operations
Our tenants’ guarantees and other backstop arrangements under our HPC leases will only be effective after rent commencement under such leases and are subject to certain limitations, like event of default triggers or caps
Tenant guarantees under HPC leases only apply after rent commencement and feature liability caps and default loopholes.
NewRisks Related to Our Business, Industry and Operations
Our HPC business strategy may not perform as planned
Our HPC hosting strategy may fail due to power supply issues, supply chain disruptions, tariffs, or lack of specialized expertise.
NewRisks Related to Our Business, Industry and Operations
Our business depends upon the demand for data centers
A reduction in overall demand for data center space, power, or connectivity could harm our business and financial condition.
NewRisks Related to Our Business, Industry and Operations
Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions
Tariffs, import restrictions, and trade barriers could increase costs for imported infrastructure components and negatively impact our results.
NewRisks Related to Our Business, Industry and Operations
We may be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power
Power outages, capacity constraints, or high electricity costs could limit our growth and damage tenant relationships.
NewRisks Related to Our Business, Industry and Operations
Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions
Physical, IT, or operational infrastructure failures could breach service level commitments and trigger contractual liability or customer churn.
NewRisks Related to Our Business, Industry and Operations
We depend on tenants for our HPC data centers
Tenant financial distress or technological obsolescence could lead to defaults or bankruptcies by customers like Amazon and Fluidstack.
NewRisks Related to Our Business, Industry and Operations
Our business has significant tenant concentration
Our data centers are single-tenant properties, meaning the loss of customers like Amazon or Fluidstack would severely harm our business.
NewRisks Related to Our Business, Industry and Operations
Our contracts with HPC data center tenants could subject us to significant liability
HPC tenant contracts passing through regulatory and other liabilities could expose us to significant monetary damages and legal fees.
NewRisks Related to Our Business, Industry and Operations
Our business has grown rapidly and we have an evolving business model and strategy, which includes our diversification into constructing and operating data centers for HPC companies
NewRisks Related to Our Business, Industry and Operations
The use of AI technology is part of a new and rapidly evolving industry. The growth of this industry is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably
NewRisks Related to Our Business, Industry and Operations
Operating HPC data centers is energy-intensive, which may have a negative environmental impact. Changing environmental regulation and public energy policy may expose our business to new risks
NewRisks Related to Our Business, Industry and Operations
We depend on third parties, including transmission and distribution utilities, grid operators, electric utility providers and manufacturers of certain critical and specialized equipment, and rely on components and raw materials that may be subject to price fluctuations or shortages
NewRisks Related to Our Business, Industry and Operations
We may be affected by price fluctuations in the wholesale and retail power markets
NewRisks Related to Our Business, Industry and Operations
If we or our third-party providers fail to protect our information technology systems, digital assets or confidential information, or experience cybersecurity incidents, our business, operating results, financial condition and reputation could be materially harmed
NewRisks Related to Our Business, Industry and Operations
All of the bitcoin we hold is held in either cold or hot storage at our custodians. We use multiple custodians and intend to periodically re-evaluate our active custodians for appropriateness
NewRisks Related to Our Business, Industry and Operations
We operate in a highly competitive, rapidly evolving industry and if we are unable to respond to our competitors effectively, it could have a material adverse effect on our business, results of operations, and financial condition
NewRisks Related to Our Business, Industry and Operations
lower labor, compliance, risk mitigation and research and development costs, operations in certain jurisdictions with lower compliance costs and substantially greater financial, technical and other resources
NewRisks Related to Our Business, Industry and Operations
Our business and operating results historically have been highly dependent on bitcoin and the Bitcoin ecosystem, which are volatile and subject to risks beyond our control
NewRisks Related to HPC
As we continue to enter into the HPC data center market, competitive, operational, legal and regulatory risks may be exacerbated as there is substantial uncertainty about the extent to which AI will result in changes that come with risks that we may not be able to anticipate, prevent, mitigate or remediate
NewRisks Related to HPC
Our investments in developing HPC data centers may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation, results of operations or financial condition
NewRisks Related to HPC
We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations
NewRisks Related to Our Indebtedness
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes
NewRisks Related to Our Indebtedness
We may not be able to generate sufficient cash to service all of our indebtedness and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful
NewRisks Related to Our Indebtedness
cannot assure you that our business will generate cash flow from operation of those HPC facilities on a timeline basis, or at all
NewRisks Related to Our Indebtedness
Our debt agreements contain restrictions that will limit flexibility in operating our business
NewRisks Related to Our Indebtedness
Provisions in the Convertible Notes indentures could delay or prevent an otherwise beneficial takeover of us
NewRisks Related to Our Indebtedness
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results
NewRisks Related to Our Indebtedness
The accounting method for the Convertible Notes may adversely affect our reported earnings and financial condition
NewRisks Related to our Common Stock and Warrants
The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders and could depress the trading price of our common stock
NewRisks Related to our Common Stock and Warrants
The capped call transactions may affect the value of the 2031 Convertible Notes and the market price of our common stock
NewRisks Related to our Common Stock and Warrants
We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as planned

Dropped

DroppedRisks Related to Our Business, Industry and Operations
To stay current with a digital assets industry that is rapidly evolving, we expect the services and products associated with them to evolve and, thus, that our business model may need to evolve
Evolving digital assets business model.
DroppedRisks Related to Our Business, Industry and Operations
If we fail to grow our hashrate, we may be unable to compete, and our results of operations could suffer
Failure to grow hashrate.
DroppedRisks Related to Our Business, Industry and Operations
Furthermore, predicting the growth in network hashrate is extremely difficult. To the extent that hashrate increases but the price of bitcoin does not, the results of our bitcoin mining operations would suffer
Predicting network hashrate growth.
DroppedRisks Related to Our Business, Industry and Operations
While our power arrangement contains fixed power prices, they also contain certain price adjustment mechanisms in case of certain events. Furthermore, a portion of our power arrangements includes merchant power prices, or power prices reflecting market movements
DroppedRisks Related to Our Business, Industry and Operations
significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business
DroppedRisks Related to Our Business, Industry and Operations
There is a potential that, in the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof
Merchant power prices and price adjustments.
DroppedRisks Related to Our Business, Industry and Operations
The Bitcoin we hold is not insured and not subject to FDIC or SIPC protections
DroppedRisks Related to Our Business, Industry and Operations
aspect of its business, and may result in a material loss in revenue, which could adversely affect the trading price of our shares and harm our investors
DroppedRisks Related to Our Business, Industry and Operations
Our mining costs may be greater than our mining revenues, which could seriously harm our business and adversely impact an investment in us
Cybersecurity threats and bitcoin theft.
DroppedRisks Related to Our Business, Industry and Operations
Our automated processes with respect to curtailment may adversely affect our operations
DroppedRisks Related to Our Business, Industry and Operations
The storage and custody of our bitcoin assets are subject to cybersecurity breaches, hacking, fraud risks and restriction on access, and we may not have adequate sources of recovery if our bitcoin assets are lost, stolen or destroyed
Custodian bankruptcy risk for held bitcoin.
DroppedRisks Related to Our Business, Industry and Operations
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business
Uninsured bitcoin holdings lack FDIC protection.
DroppedRisks Related to Regulatory Framework
Regulatory changes or actions may restrict the use of bitcoin in a manner that adversely affects our business, prospects or operations
DroppedRisks Related to Regulatory Framework
If we were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business
DroppedRisks Related to Regulatory Framework
Finally, we believe we are not an investment company under Section 3(b)(1) of the 1940 Act because we are primarily engaged in a non-investment company business
DroppedRisks Related to Regulatory Framework
Changing environmental regulatory and legislative developments may materially adversely affect our brand, reputation, business, results of operations and financial position
DroppedRisks Related to Regulatory Framework
Our interactions with a blockchain may expose us to SDN or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology
DroppedRisks Related to Cryptocurrency
Our sources of revenue are dependent on bitcoin and the Bitcoin ecosystem, which can be highly volatile
DroppedRisks Related to Cryptocurrency
The loss or destruction of our private keys to our digital wallets, causing a loss of some or all of our bitcoin assets
DroppedRisks Related to Cryptocurrency
have accounts could harm our ability to operate, result in loss of our assets, damage our reputation and negatively affect the market perception of our effectiveness, all of which could adversely affect the value of our ordinary shares
Data breaches by third-party service providers.
DroppedRisks Related to Cryptocurrency
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions could adversely affect our investments and assets
Mining costs exceeding mining revenues.
DroppedRisks Related to Cryptocurrency
Acceptance and widespread use of cryptocurrency, in general, and bitcoin, specifically, is uncertain
Automated curtailment processes.
DroppedRisks Related to Cryptocurrency
The open-source structure of the Bitcoin network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol
DroppedRisks Related to Cryptocurrency
Significant contributors to a network for any particular digital asset, such as bitcoin, could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect our business
DroppedRisks Related to Cryptocurrency
After a hard fork, it may become easier for an individual miner or mining pool’s hashing power to exceed 50% of the processing power of the Bitcoin network, thereby making the network more susceptible to attack
Storage and custody cybersecurity risks for bitcoin.
DroppedRisks Related to Cryptocurrency
The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
Growth of alternative digital assets.
DroppedRisks Related to Cryptocurrency
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
DroppedRisks Related to Cryptocurrency
A number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to maintain these services for our business
DroppedRisks Related to Cryptocurrency
Cryptocurrencies, including bitcoin, face significant scaling obstacles that can lead to high fees or slow transaction settlement times and any mechanisms of increasing the scale of cryptocurrency settlement may significantly alter the competitive dynamics in the market
DroppedRisks Related to Cryptocurrency
The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives
DroppedRisks Related to Cryptocurrency
than the remainder of the miners on the blockchain can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control
DroppedRisks Related to Cryptocurrency
The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets
DroppedRisks Related to Cryptocurrency
We may face risks of Internet disruptions, which could have a material adverse effect on the price of cryptocurrencies
DroppedRisks Related to Bitcoin Mining
Bitcoin is the only cryptocurrency that we currently mine and, thus, our success depends in large part upon the value of bitcoin; the value of bitcoin and other cryptocurrencies may be subject to pricing risk and has historically been subject to wide swings
DroppedRisks Related to Bitcoin Mining
Our operating results depend in large part upon the value of bitcoin because it is the only cryptocurrency that we mine. Specifically, our revenues from our bitcoin mining operations are based upon two factors: (1) the number of block rewards that we successfully mine and (2) the value of bitcoin
DroppedRisks Related to Bitcoin Mining
Rewards for successful production of bitcoin are negatively impacted by the bitcoin halving protocol expected every four years, and the supply of bitcoin is limited
DroppedRisks Related to our Common Stock and Warrants
Bitfury Group is a significant shareholder and, as such, may be able to exert influence over our strategic direction and matters submitted to our stockholders for approval
DroppedRisks Related to our Common Stock and Warrants
Exercise of our outstanding warrants for our common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
DroppedRisks Related to our Common Stock and Warrants
There is no guarantee that our public warrants will ever be in the money, and they may expire worthless
DroppedRisks Related to our Common Stock and Warrants
If securities or industry analysts cease publishing research or reports about us, our business or market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline

Reworded

92% rewrittenRisks Related to Our Business, Industry and Operations
Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could have material adverse effect on our business, financial condition and results of operations
Expanded to specify that global economic and political conditions could adversely affect our ability to complete construction of, and operate, our HPC data centers.
Was: Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could adversely affect our business, financial condition and results of operations
90% rewrittenRisks Related to our Common Stock and Warrants
We may be subject to securities litigation, which is expensive and could divert management attention
Removed obsolete disclosure regarding our loss of emerging growth company or smaller reporting company status as of December 31, 2024.
84% rewrittenRisks Related to Our Business, Industry and Operations
Constructing data centers for HPC hosting requires significant capital expenditures, and we may be unable to secure capital or financing for our construction efforts to develop data centers for HPC hosting
Updated to state we expect future strategic growth initiatives to be capital-intensive and funded through capital-raising efforts, with financing risks.
Was: Constructing data centers for HPC hosting requires significantly higher capital expenditures compared to bitcoin mining data centers, and we may be unable to secure capital or financing for our construction efforts to develop data centers for HPC hosting
81% rewrittenRisks Related to Our Business, Industry and Operations
We have concentrated our operations and, thus, are particularly exposed to the performance of our data centers located in Texas and changes in the regulatory environment, market conditions and natural disasters in Texas
Added that Black Pearl bitcoin mining ceased in early 2026, Odessa Facility drove 74% of 2025 revenue, and HPC data centers are also in Texas.
Was: We have concentrated our operations and, thus, are particularly exposed to the performance of the Odessa Facility and changes in the regulatory environment, market conditions and natural disasters in Texas
79% rewrittenRisks Related to Regulatory Framework
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations
Minor punctuation and wording cleanup regarding tax liabilities and audits without altering core risk substance.
72% rewrittenRisks Related to Our Business, Industry and Operations
If we fail to maintain and enhance our brand and reputation, our business, operating results and financial condition may be adversely affected
Removed a broken cross-reference link in the strategy section describing our cost leadership and relationships.
61% rewrittenRisks Related to Our Business, Industry and Operations
If we are unable to secure power supply at prices or on terms acceptable to us, it would have a material adverse effect on our business, prospects, financial condition, and operating results
Removed duplicate paragraph text regarding severe weather vulnerability in Texas.
61% rewrittenRisks Related to Our Indebtedness
We may need to raise additional capital, which may not be available on terms acceptable to us, or at all
Retained standard capital raising risk language without substantive changes.
50% rewrittenRisks Related to Our Business, Industry and Operations
The price of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity
Was: The value of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity
49% rewrittenRisks Related to our Common Stock and Warrants
The price of our common stock has been and may continue to be volatile
Was: The price of our common stock and warrants has been and may continue to be volatile
32% rewrittenRisks Related to Our Business, Industry and Operations
Our success and future growth, to a significant degree, depends on the skills and services of our management team. The loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business
26% rewrittenRisks Related to Our Business, Industry and Operations
We may experience difficulties in effectively managing our growth and expanding our operations
23% rewrittenRisks Related to Our Business, Industry and Operations
Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition
22% rewrittenRisks Related to Our Business, Industry and Operations
Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation

All 62 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Industry and Operations

01If we are unable to complete the construction of our HPC data centers in a timely manner or within our anticipated cost estimates, it could have a material adverse effect on our business, results of operations, liquidity and our ability to make payments on our outstanding indebtednessNew
02Development and construction delays, cost overruns, changes in market circumstances, environmental or community constraints, and other factors may have a material adverse effect on our operations, expansion plans, financial position and financial performanceNew
03Our business is exposed to construction risksNew
04Our tenants’ guarantees and other backstop arrangements under our HPC leases will only be effective after rent commencement under such leases and are subject to certain limitations, like event of default triggers or capsNew
05Our HPC business strategy may not perform as plannedNew
06Our business depends upon the demand for data centersNew
07Constructing data centers for HPC hosting requires significant capital expenditures, and we may be unable to secure capital or financing for our construction efforts to develop data centers for HPC hosting84% rewritten
08Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditionsNew
09We may be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to powerNew
10Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptionsNew
11We depend on tenants for our HPC data centersNew
12Our business has significant tenant concentrationNew
13Our contracts with HPC data center tenants could subject us to significant liabilityNew
14Our business has grown rapidly and we have an evolving business model and strategy, which includes our diversification into constructing and operating data centers for HPC companiesNew
15The use of AI technology is part of a new and rapidly evolving industry. The growth of this industry is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictablyNew
16Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could have material adverse effect on our business, financial condition and results of operations92% rewritten
17Operating HPC data centers is energy-intensive, which may have a negative environmental impact. Changing environmental regulation and public energy policy may expose our business to new risksNew
18We have concentrated our operations and, thus, are particularly exposed to the performance of our data centers located in Texas and changes in the regulatory environment, market conditions and natural disasters in Texas81% rewritten
19We depend on third parties, including transmission and distribution utilities, grid operators, electric utility providers and manufacturers of certain critical and specialized equipment, and rely on components and raw materials that may be subject to price fluctuations or shortagesNew
20We may be affected by price fluctuations in the wholesale and retail power marketsNew
21If we are unable to secure power supply at prices or on terms acceptable to us, it would have a material adverse effect on our business, prospects, financial condition, and operating results61% rewritten
22Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation22% rewritten
23If we or our third-party providers fail to protect our information technology systems, digital assets or confidential information, or experience cybersecurity incidents, our business, operating results, financial condition and reputation could be materially harmedNew
24The price of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity50% rewritten
25All of the bitcoin we hold is held in either cold or hot storage at our custodians. We use multiple custodians and intend to periodically re-evaluate our active custodians for appropriatenessNew
26Our success and future growth, to a significant degree, depends on the skills and services of our management team. The loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business32% rewritten
27We may experience difficulties in effectively managing our growth and expanding our operations26% rewritten
28If we fail to maintain and enhance our brand and reputation, our business, operating results and financial condition may be adversely affected72% rewritten
29Failure to keep up with evolving trends and shareholder expectations relating to ESG businesses or reporting could adversely impact our reputation, share price and access to and cost of capital
30Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition23% rewritten
31If we are unable to protect the confidentiality of our trade secrets or other intellectual property rights, our business and competitive position could be harmed
32Third parties may claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights, which may prevent or inhibit our operations and cause us to suffer significant litigation expense even if these claims have no merit
33We operate in a highly competitive, rapidly evolving industry and if we are unable to respond to our competitors effectively, it could have a material adverse effect on our business, results of operations, and financial conditionNew
34lower labor, compliance, risk mitigation and research and development costs, operations in certain jurisdictions with lower compliance costs and substantially greater financial, technical and other resourcesNew
35Our limited insurance protection exposes us and our shareholders to the risk of loss of our bitcoin for which no person is liable
36Our business and operating results historically have been highly dependent on bitcoin and the Bitcoin ecosystem, which are volatile and subject to risks beyond our controlNew

Risks Related to HPC

37Any potential use of emerging technologies like artificial intelligence could lead to unintended consequences and result in reputational harm and litigation
38Our increased focus on developing data centers for HPC hosting may not become profitable in the future and may result in adverse consequences to our business, results of operations and financial condition
39The regulatory landscape surrounding AI is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term. These developments may affect our business and operations in ways that are difficult to predict
40It may take significant time and expenditure to develop an HPC hosting business through continued development at our existing and planned sites, and our efforts may not be successful
41As we continue to enter into the HPC data center market, competitive, operational, legal and regulatory risks may be exacerbated as there is substantial uncertainty about the extent to which AI will result in changes that come with risks that we may not be able to anticipate, prevent, mitigate or remediateNew
42Our investments in developing HPC data centers may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation, results of operations or financial conditionNew
43We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operationsNew

Risks Related to Regulatory Framework

44Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations79% rewritten
45Our ability to use certain tax attributes may be or become subject to limitation

Risks Related to Our Indebtedness

46Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notesNew
47We may not be able to generate sufficient cash to service all of our indebtedness and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successfulNew
48cannot assure you that our business will generate cash flow from operation of those HPC facilities on a timeline basis, or at allNew
49Our debt agreements contain restrictions that will limit flexibility in operating our businessNew
50We may need to raise additional capital, which may not be available on terms acceptable to us, or at all61% rewritten
51Provisions in the Convertible Notes indentures could delay or prevent an otherwise beneficial takeover of usNew
52The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating resultsNew
53The accounting method for the Convertible Notes may adversely affect our reported earnings and financial conditionNew

Risks Related to our Common Stock and Warrants

54The price of our common stock has been and may continue to be volatile49% rewritten
55Future sales, or the perception of future sales, by our stockholders in the public market could cause the market price for our common stock to decline
56Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell our common stock for a price greater than that which you paid for it
57We may issue additional shares of our common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock
58Anti-takeover provisions in our Certificate of Incorporation and under Delaware law could make an acquisition of Cipher, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
59We may be subject to securities litigation, which is expensive and could divert management attention90% rewritten
60The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders and could depress the trading price of our common stockNew
61The capped call transactions may affect the value of the 2031 Convertible Notes and the market price of our common stockNew
62We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as plannedNew

Other Cipher Digital 10-Ks

FY2024 10-K risk factors
67 risks
Cipher Digital operates entirely in Texas, with the Odessa Facility producing roughly 88 percent of its bitcoin in 2024. Operations are heavily exposed to volatile hashrate growth, market power pricing, and bitcoin price swings. Uninsured custody, regulatory uncertainty, and environmental compliance heavily weigh on the digital asset business model.
Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.