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MINERS HELD FOR SALE (Details) - USD ($) $ in Thousands	12 Months Ended
MINERS HELD FOR SALE (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Miners held for sale	$ 94,879	$ 0
Impairment of miners held for sale	96,056	$ 0	$ 0
Disposal Group, Held-for-Sale, Not Discontinued Operations \| Miners At Black Peral Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Miners held for sale	94,900
Impairment of miners held for sale	96,100
Revenue for asset held for sale	$ 57,900

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

The Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”) provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares.

Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Award Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. On January 1, 2025, this resulted in an increase of 10,523,515 shares of Common Stock available for issuance under the Incentive Award Plan. As of December 31, 2025, 15,118,752 shares of Common Stock were available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation in Compensation and benefits on the consolidated statements of operations for the following categories of awards as follows (in thousands):


	Year Ended December 31,
		2025		2024		2023
Service-based RSUs		$	38,792	$	35,440	$	24,936
Performance-based RSUs		13,995		5,166		12,630
Common stock, fully-vested		—		1,526		904
Total share-based compensation expense		$	52,787	$	42,132	$	38,470

Service-based RSUs

A summary of the Company's unvested Service-Based RSU activity for the year ended December 31, 2025 is shown below:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at December 31, 2024	15,922,220	$	2.65
Granted	4,805,472	$	5.83
Vested	(10,084,960)	$	2.79
Unvested at December 31, 2025	10,642,732	$	3.95

As of December 31, 2025, there was approximately $25.5 million of unrecognized compensation expense related to unvested Service-Based RSUs, which is expected to be recognized over a weighted-average vesting period of approximately 0.9 years.

If not fully vested upon grant, service-based RSUs awarded generally vest over a period ranging from three to four years in installments as determined by the Board.

Vesting is subject to the award recipient’s continuous service on the applicable vesting date; provided, that if the award recipient’s employment is terminated by the Company without “cause”, by award recipient for “good reason” (if applicable, as such term or similar term may be defined in any employment, consulting or similar service agreement between award recipient and the Company) or due to award recipient’s death or permanent disability, all unvested service-based RSUs will vest in full (unless otherwise specified in the agreement between the award recipient and the Company). In addition, in the event of a change in control, any unvested service-based RSUs will vest subject to the award recipient’s continuous service to the Company through such change in control. In addition, if the Company achieves a $10 billion market capitalization milestone (described further below) and the CEO remains in continuous service through such achievement, any then-unvested service-based RSUs awarded to the CEO will also vest.

Performance-Based RSUs

In 2021, the Company issued 4,257,710 performance-based RSUs (the “2021 Performance-Based RSUs”) at a weighted average grant date fair value of $7.76. As of December 31, 2025, 2,838,474 of the 2021 Performance-Based RSUs were vested.

There was no unrecognized compensation expense related to unvested performance-based RSUs at December 31, 2025.

Two-thirds of the outstanding 2021 Performance-Based RSUs have vested upon the Company achieving a market capitalization equal to or exceeding $5 billion and $7.5 billion. One-third remains outstanding and will vest upon the company achieving a market capitalization equal to or exceeding $10 billion, over a 30-day lookback period and subject to the CEO’s continuous service through the end of the applicable 30-day period. In the event of a change in control and CEO’s continuous service through such change in control, the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in such change in control will be used to determine whether any of the market capitalization milestones are achieved (without regard to the 30-day lookback period). Any 2021 Performance-Based RSUs that do not vest prior to the CEO’s termination of service or, if earlier, in connection with a change in control will be forfeited for no consideration.

On February 26, 2025, the Company issued an additional 2,490,943 Performance-Based RSUs (the “2025 Performance-Based RSUs”) to the Company’s senior management team under the Incentive Award Plan at a weighted average grant date fair value of $5.01. There was approximately $7.5 million in unrecognized compensation expense related to the 2025 Performance-Based RSUs at December 31, 2025, which is expected to be recognized over a weighted-average vesting period of approximately 1.13 years, regardless of whether the market conditions required for vesting are achieved.

As of the end of the performance period, the Compensation Committee of the Board of Directors certified that the Company’s common stock achieved the necessary Total Shareholder Return (TSR) relative to the TSR of peer companies identified in the grant agreements and overall TSR for the performance period, and earned 225% of the 2025 Performance-Based RSUs originally granted, resulting in the issuance of 5,604,621 shares. One-third of the earned PSUs vested on December 31, 2025, and the remaining two-thirds of the earned PSUs will vest in equal quarterly installments over the following two years with the first such vesting date occurring on March 31, 2026.

The grant date fair value of the 2025 Performance-Based RSUs was measured using a Monte Carlo simulation model based on the following assumptions:



Risk-free interest rate			4.14%

Expected volatility			111.5%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated.

Certain reclassifications have been made to the prior period’s consolidated financial statements in order to conform to the current period presentation. Such reclassifications are immaterial, individually and in the aggregate, to both current and all previously issued financial statements taken as a whole.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of its derivative asset and warrant liability, useful lives and impairment considerations of property and equipment, the asset retirement obligations and the valuation allowance associated with the Company’s deferred tax assets, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in money market accounts. The Company had $628.3 million and $5.6 million in cash equivalents as of December 31, 2025 and 2024, respectively.

Restricted cash

Restricted cash primarily relates to proceeds from the 2030 Senior Secured Notes, issued by Cipher Compute LLC, which the Company is restricted from using for general corporate purposes and is using to finance the construction of the Barber Lake Facility. As these funds are being used in the short term to build out the facility before the lease of the facility is expected to commence in September 2026, this restricted cash is classified in current assets on the Company’s consolidated balance sheets.

Restricted cash classified as noncurrent on the Company’s consolidated balance sheets represents cash required to be held in a debt service account related to the 2030 Senior Secured Notes, as well as amounts pledged as collateral to Luminant ET Services Company LLC (“Luminant”), and Vistra Operations Company, LLC (“Vistra”), a Luminant affiliate, primarily related to the Luminant Power Agreement (defined below in Note 4. Derivative Asset). Previously these amounts were held by each respective counterparty, and classified in the Company's financials as Security deposits. In September 2024, the Company moved the collateral to a money market account in the Company's name with a bank letter of credit. The collateral restrictions related to the Luminant Power Agreement will lapse upon termination of the agreement.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Restricted cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits.

Accounts receivable

The Company’s accounts receivable balance consists of amounts due from its only customer, a mining pool operator. Amounts recorded in accounts receivable consist of the block rewards and transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator. No allowance was recorded as of December 31, 2025 or 2024.

Fair value of financial instruments

The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities.

Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life.

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items.

Refer to Note 20. Fair Value Measurements, for further information about the Level 3 asset and liability activity and Level 3 inputs.

Bitcoin

Bitcoin are included in current assets on the consolidated balance sheets. Bitcoin received through the Company’s wholly-owned mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin awarded to the Company as distributions-in-kind from equity investees are accounted for in accordance with ASC 845, Nonmonetary Transactions, and recorded at fair value upon receipt.

Bitcoin held by the Company are accounted for as intangible assets under ASC 350-60, Crypto Assets (“ASC 350-60”). Intangible assets under the scope of this subtopic are measured at fair value on the Company’s consolidated balance sheets. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company has determined is its principal market for bitcoin (Level 1 inputs).

Prior to the adoption of ASU 2023-08 Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), bitcoin was accounted for as an intangible asset subject to impairment. Upon adoption of ASC 350-60 on January 1, 2023, the Company recorded an opening adjustment to retained earnings of $0.2 million.

Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows. Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows to the extent bitcoin are sold within seven days of being awarded, and investing cash flows if sold after that period. Any realized gains or losses from such sales are included in costs and operating expenses (income) on the consolidated statements of operations. The receipt of bitcoin as distributions-in-kind from equity investees are included as a noncash activity on the consolidated statements of cash flows. Bitcoin are sold on a first-in-first-out (“FIFO”) basis.

Receivable for bitcoin collateral

Receivable for bitcoin is included in current assets on the consolidated balance sheets. This balance represents bitcoin pledged to counterparties as collateral which can be rehypothecated, and therefore is derecognized from the Company’s bitcoin balance. The receivable is recorded at fair value, with changes in fair value recorded in Other income (expense) on the consolidated statements of operations. No allowance was recorded as of December 31, 2025 or 2024.

Miners held for sale

Miners held for sale represents the Company’s miners at the Black Pearl Facility which the Company determined meet the criteria to be classified as held for sale as of December 31, 2025. Once assets are classified as held for sale, the Company ceases recording depreciation on those assets. Assets held for sale are measured at the lower of their carrying value or estimated fair value less cost to sell. Upon disposal, the Company recognizes a realized gain or loss equal to the net proceeds received, reduced by any direct selling costs incurred, compared to the carrying value of the assets at the disposal date.

Property and equipment, net

Property and equipment consists primarily of miners and mining equipment, leasehold improvements and construction-in-progress at the Company’s data centers which are held and used, and is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements include capitalized asset retirement costs (see the related Asset Retirement Obligations policy below) and the substation right-of-use asset (further discussed in Note 13. Leases), both of which are amortized over the shorter of the estimated useful life of the related assets, or the related lease. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease. Costs of maintenance, repairs and minor replacements are expensed when incurred. Construction-in-progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service.

The estimated useful lives for all property and equipment are as follows:


			Useful lives (in years)
Miners and mining equipment			3


Leasehold improvements			5 to 20

Other			3 to 7
Infrastructure assets			10 to 20

Intangible assets, net

Intangible assets, net primarily includes strategic contracts acquired as part of asset acquisitions and relate to certain regulatory approvals related to energizing data centers. Intangible assets also includes capitalized software, which consists of consulting costs related to development of internal-use software. Intangible assets are presented net of the associated accumulated amortization.

The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to Intangible assets, net on its consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible.

The estimated useful lives for all intangible assets are as follows:


			Useful lives (in years)
Software			3
Strategic contracts			20

Impairment of long-lived assets

Management reviews long-lived assets, including leases and investments, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, asset group or investment may not be recoverable.

Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group.

If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Investment in equity investees

The Company accounts for investments using the equity method of accounting if the investments provide the Company the ability to exercise significant influence, but not control, over its investees. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the common stock of an investee (including a joint venture) shall be initially measured and recorded at cost; however, an investor shall initially measure at fair value an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset at the time that control over the distinct nonfinancial asset is transferred to the equity investee, such as that which occurs upon the transfer of miners and mining equipment to a joint venture from the Company.

The Company’s investments are subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of bitcoin from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in losses of equity investees on the Company’s consolidated statements of operations. Additionally, the Company’s interest in the net assets of its equity method investees is reflected on its consolidated balance sheets. If, upon the Company’s contribution of nonfinancial assets to a joint venture, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill.

The Company considers whether the fair value of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value.

Asset retirement obligations

Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the construction, development and/or normal operation of a long-lived asset. The Company currently has two asset retirement obligations (“ARO”) recorded related to the construction of the data center and installation of the related electrical infrastructure at the Odessa Facility and the Black Pearl Facility. ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to record the fair value of a liability for an ARO in the period in which it is

incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of activities at the Odessa and Black Pearl Facilities, respectively. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability.

In order to determine the fair value of the ARO, the Company’s management made certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. See additional information regarding the ARO in Note 15. Asset Retirement Obligations.

Leases

The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). Accordingly, the Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.

For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any accrued or prepaid rents and/or unamortized initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company generally uses its incremental borrowing rate, determined based on information available at lease commencement, if rates implicit in its leasing arrangements are not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. ROU assets will be reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. For leases with a term of 12 months or less, any fixed payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception are insignificant. Variable lease costs are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities.

ASC 842 provides practical expedients for an entity’s ongoing accounting. The Company elected the practical expedient not to separate lease and non-lease components for all leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes. Refer to Note 13. Leases for additional information.

Short-term borrowings

Short-term borrowings includes debt with maturity dates less than one year. The Company has elected the fair value option for debt denominated in bitcoin. The change in fair value for bitcoin-denominated debt is recorded in Other income (expense). Refer to Note 16. Debt for details.

Long-term borrowings, net

Long-term borrowings, net represents the Company’s convertible senior notes and senior secured notes. The Company records the aggregate principal amount of each of its long-term debt instruments as a liability on the balance sheet, offset by the instrument’s issuance costs. The issuance costs are amortized to interest expense using the effective interest rate method over the expected term of each instrument. For the Company’s convertible notes due in 2031, the Company determined the embedded conversion feature did not meet the criteria for equity classification and therefore needs to be accounted for as a derivative liability measured at fair value. Refer to Note 16. Debt for more details.

Redeemable noncontrolling interest

Redeemable noncontrolling interest represent a 47% noncontrolling ownership in Colchis, variable interest entity (“VIE”), and a consolidated subsidiary of the Company. The entity is deemed a VIE as it does not have sufficient equity-at-risk to finance its activities. As the managing member, the Company has the power to direct the activities that most significantly impact Colchis’s economic performance. Accordingly, the Company was determined to be the primary beneficiary of the VIE and therefore consolidates the entity in its consolidated financial statements. Redeemable noncontrolling interests are presented outside of permanent equity on the consolidated balance sheets as they are redeemable by the holders of the noncontrolling interest and the redemption is outside the control of the Company. The redeemable noncontrolling interests were initially recorded at their issuance date fair value of $30.3 million. The Company subsequently measures the carrying amount of the redeemable noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. For interests that are redeemable in the future, we recognize changes in the redemption value immediately as they occur.

Common stock warrants

As part of the business combination with Good Works Acquisition Corp. (“GWAC”), the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). No Public Warrants and Private Placement Warrants were outstanding as of December 31, 2025. See Note 18. Warrants for additional information on the Public Warrants and Private Placement Warrants.

On September 24, 2025, as consideration for Google agreeing to backstop certain obligations of Fluidstack in connection with the Barber Lake Facility lease, the Company entered into a warrant agreement with Google (the “Google Warrant Agreement”). The Google Warrants have an exercise period beginning on the commencement date of the Barber Lake Facility lease and expiring on September 24, 2030. The Google Warrants are recorded at fair value in Warrant liability on the Company’s consolidated balance sheets and changes in the fair value are recorded in Change in fair value of warrant liability on the Company’s consolidated statement of operations.

Treasury stock

Treasury share purchases obtained through share withholdings for taxes are recorded at par value.

Revenue recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

•Step 1: Identify the contract with the customer

•Step 2: Identify the performance obligations in the contract

•Step 3: Determine the transaction price

•Step 4: Allocate the transaction price to the performance obligations in the contract

•Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

•Variable consideration

•Constraining estimates of variable consideration

•The existence of a significant financing component in the contract

•Noncash consideration

•Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time.

The Company enters into bitcoin mining pools by executing a contract, as amended from time to time, with a mining pool operator to provide computing power to the mining pool. Providing computing power to a mining pool operator for the purpose of cryptocurrency transaction verification is an output of the Company’s ordinary activities. The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancellation terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with the option to renew for successive contract terms of 24 hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. The

Company elected the optional exemption to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less.

The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator, its customer. In exchange for providing computing power pursuant to the pool’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin, measured under the Full Pay Per Share (“FPPS”) approach for all current pools the Company participates in. Under the FPPS approach, the Company is entitled to a fractional share of the fixed bitcoin award from the mining pool operator (referred to as a “block reward”) and potentially transaction fees generated from (paid by) blockchain users and distributed (paid out) to individual miners by the mining pool operator. The Company’s fractional share of the block reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm, over the contract term. The Company is entitled to its relative share of consideration even if a block is not successfully placed. In other words, the Company receives consideration once after the end of each 24-hour contract period, regardless of whether the pool successfully places a block. The Company proportionate share of transaction fees is based on the Company’s contributed share of hashrate as a percentage of total network hashrate during the contract term.

The mining pool operator calculates block rewards under the FPPS approach described above and may charge a pool fee for maintenance of the pool that reduces the amount of block rewards to which the Company is entitled. After every 24-hour contract term, the Company receives a payout and the pool transfers the bitcoin consideration to the Company’s designated bitcoin wallet.

Noncash consideration is measured at fair value at contract inception, 0:00:00 UTC. Fair value of the bitcoin consideration is determined using the quoted price on the Company’s principal market for bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue over the contract term as hashrate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration.

Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of bitcoin to which the Company is entitled becomes known.

There is no significant financing component in these transactions.

During the year ended December 31, 2025, the Company earned revenue of $157.0 million from pool operator Foundry USA Pool (“Foundry”), representing 70% of total consolidated revenue.

Cost of revenue

Cost of revenue consists primarily of direct production costs of bitcoin mining operations, which consists mainly of electricity expenses, but excludes depreciation which is separately stated.

Share-based compensation

The Company accounts for all share-based payments to employees, consultants and directors, which may include grants of stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. As of December 31, 2025, the Company has awarded only RSUs with service-based vesting conditions (“Service-Based RSUs”) and performance-based RSUs with market-based vesting conditions (“Performance-Based RSUs”). Compensation expense for all awards is amortized based upon a graded vesting method over the estimated requisite service period. All share-based compensation expenses are

recorded in general and administrative expense in the consolidated statements of operations. Forfeitures are recorded as they occur. See also Note 19. Share-Based Compensation below.

The fair value of Service-Based RSUs is the closing market price of Common Stock on the date of the grant. The Company employs a Monte Carlo simulation technique to calculate the fair value of the Performance-Based RSUs on the date granted based on the average of the future simulated outcomes. The Performance-Based RSUs contain different market-based vesting conditions that are based upon the achievement of certain market capitalization milestones. Under the Monte Carlo simulation model, a number of variables and assumptions are used including, but not limited to, the underlying price of Common Stock, the expected stock price volatility over the term of the award, a correlation coefficient, and the risk-free rate. The Performance-Based RSUs awarded do not have an explicit requisite service period, therefore compensation expense is recorded over a derived service period based upon the estimated median time it will take to achieve the market capitalization milestone using a Monte Carlo simulation.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2025 and December 31, 2024, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions recorded as of December 31, 2025 or December 31, 2024, and no amounts have been recognized in the Company’s consolidated statements of operations.

The Company files income tax returns in the United States federal tax jurisdiction and various state jurisdictions. The Company did not have any foreign operations during any periods presented in these consolidated financial statements. All of the Company’s tax years since inception are open for examination by the federal and state tax authorities and will remain open to the extent that the Company’s tax attributes are utilized in future years to offset income or income taxes. The Company is not aware of any tax examinations currently taking place.

Segment information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, Bitcoin Mining. Refer to Note 21. Segment Reporting for more details.

Earnings per share

Basic earnings (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potentially dilutive common shares consist of the Company’s outstanding warrants to purchase Common Stock, potential shares of common stock issuable upon conversion of the convertible notes are computed using the if-converted method, as well as unvested restricted stock units (“RSUs”).

The dilutive effect of RSUs is calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

The Company’s potentially dilutive common shares have been excluded from the computation of diluted net loss per common share when the effect would be to reduce the net loss per common share, or increase the net income per common share.

The following is a reconciliation of the numerator and denominator of the diluted loss per share computations for the periods indicated below:


	Year Ended December 31,
		2025		2024		2023
Basic and diluted loss per share:
Net loss		$	(822,244)	$	(44,635)	$	(25,777)

Weighted average shares outstanding - basic		381,602,904		323,103,303		252,439,461
Add:
RSUs		-		-
Weighted average shares outstanding - diluted		381,602,904		323,103,303		252,439,461

Net loss per share - basic		$	(2.15)	$	(0.14)	$	(0.10)

The following table presents the common shares that are excluded from the computation of diluted net loss per common share at December 31, 2025, 2024, and 2023, because including them would have been antidilutive.


	December 31,
	2025	2024	2023
Note conversion	161,930,746	—	—
Google warrants	24,178,576	—	—
Unvested RSUs	15,798,382	15,922,220	21,304,952
Public warrants	—	8,613,980	8,499,080
Private placement warrants	—	—	114,000
	201,907,704	24,536,200	29,918,032

Recently issued and adopted accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 seeks to improve transparency if income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on January 1, 2025. The Company adopted ASU 2023-09 effective January 1, 2025, reflecting the additional required disclosures on a prospective basis within Note 22. Income Taxes.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU seeks to provide clarity if profits interest awards are in scope for Topic 718 or Topic 720. This ASU is effective for the Company January 1, 2025. The Company adopted this standard on January 1, 2025 and it did not have a significant impact on its consolidated financial statements.

Recently issued accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 seeks to improve disclosures around expenses and provide more detail to investors about certain times of expenses in commonly presented captions. The updated guidance is effective for the Company on January 1, 2027. The Company is currently evaluating the impact this amended guidance may have on the notes to its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. ASU 2024-04 seeks to improve the relevance and consistency in application of Subtopic 470-20 around when the terms of convertible debt instruments are changed to incentivize conversion. The updated guidance is effective for the Company on January 1, 2026. The Company is currently evaluating the impact of ASU 2024-04 and does not expect the adoption of this ASU to have a material impact on its financial statements and disclosures.

BITCOIN - Additional Information (Details) $ in Millions	12 Months Ended
BITCOIN - Additional Information (Details) $ in Millions	Dec. 31, 2025 USD ($) bitcoin	Dec. 31, 2024 USD ($) bitcoin
Crypto Asset [Abstract]
Number of bitcoin held \| bitcoin	1,433	994
Fair value of bitcoin \| $	$ 125.4	$ 92.7
Cost basis of bitcoin \| $	$ 154.1	$ 79.8
Number of bitcoin pledged \| bitcoin	0	345
Fair value of bitcoin pledged as collateral \| $		$ 32.2
Number of additional bitcoin pledge \| bitcoin	0	0

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2025	Feb. 23, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39625
Entity Registrant Name	Cipher Digital Inc.
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	Floor 54
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 1,796.7
Entity Common Stock, Shares Outstanding		405,119,407
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated herein by reference in Part III of this Annual Report on Form 10-K where indicated
Entity Central Index Key	0001819989
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2025

SHARE-BASED COMPENSATION - Schedule of Weighted Average Assumptions Used in Monte Carlo Valuation Model (Details) - Performance Based Restricted Stock Units, 2025	12 Months Ended
	Dec. 31, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.14%
Expected volatility	111.50%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

The Company’s intangible assets consisted of the following (in thousands):


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contracts	$	76,135	$	(729)	$	75,406
Capitalized software	2,848		(866)		1,982
Total	$	78,983	$	(1,595)	$	77,388


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contract	$	7,000	$	(379)	$	6,621
Capitalized software	2,653		(393)		2,260
Total	$	9,653	$	(772)	$	8,881

Schedule of Expected Amortization Expenses

The Company expects to record amortization expense as follows over the next five subsequent years:


			(in thousands)
Year Ended December 31, 2026			917
Year Ended December 31, 2027			917
Year Ended December 31, 2028			826
Year Ended December 31, 2029			615
Year Ended December 31, 2030			445

BITCOIN - Schedule of Bitcoin (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Crypto Asset [Roll Forward]
Opening balance	$ 92,651	$ 32,978
Bitcoin received from equity investees	25,813	18,089	$ 317
Bitcoin received from mining activities	199,579	151,296
Bitcoin received from loan	16,551	9,976	0
Bitcoin paid for interest on loan	(140)	(1,977)	0
Proceeds from sales of bitcoin	(214,737)	(148,870)
Realized gains on sales of bitcoin, net	7,126	51,548	7,739
Unrealized (losses) gains on fair value of bitcoin	(41,603)	11,313	3,299
Bitcoin purchased	2,430	0
Realized loss on bitcoin transferred to collateral, net	(3,195)	0
Bitcoin transferred from collateral, net	40,925	(31,702)
Ending balance	$ 125,400	$ 92,651	$ 32,978

STOCKHOLDERS’ EQUITY (Details)				12 Months Ended
STOCKHOLDERS’ EQUITY (Details)	Sep. 03, 2024 USD ($)	Mar. 06, 2024 USD ($)	Aug. 03, 2023 USD ($)	Dec. 31, 2025 USD ($) vote $ / shares shares	Dec. 31, 2024 shares
Class of Stock [Line Items]
Shares authorized (in shares)				1,010,000,000
Share par value (in dollars per share) \| $ / shares				$ 0.001
Common stock, shares authorized (in shares)				1,000,000,000	500,000,000
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000
Common stock voting rights (in votes) \| vote				1
Preferred stock, shares outstanding (in shares)				0	0
Common stock, shares issued (in shares)				412,074,529	361,432,449
At the Market Offering Agreement
Class of Stock [Line Items]
Sale of stock, potential consideration on transaction \| $	$ 725,700,000
At the Market Offering Agreement, Authorized Within Shelf Registration Statement
Class of Stock [Line Items]
Sale of stock, potential consideration on transaction \| $	$ 600,000,000.0
At the Market Offering Agreement
Class of Stock [Line Items]
Amended aggregate amount of offering price to be received \| $		$ 296,560,661
Originally authorized aggregate amount of offering price to be received \| $		96,560,661
Additional aggregate amount of offering price to be received \| $		$ 200,000,000
Proceeds received from sale of common stock \| $				$ 195,500,000
Sale of shares of common stock (in shares)				33,268,137
Average net selling price (in dollars per share) \| $ / shares				$ 5.88
At the Market Offering Agreement \| Maximum
Class of Stock [Line Items]
Aggregate amount of gross proceeds \| $			$ 250,000,000.0
Aggregate amount of offering price to be received \| $			$ 250,000,000.0
Designated agent commission percentage	3.00%
Incentive Award Plan \| Performance Shares
Class of Stock [Line Items]
Share-based compensation (in shares)				4,706,682
Officers, Employees and Consultants \| Incentive Award Plan
Class of Stock [Line Items]
Shares issued (in shares)				10,084,960
Directors \| Incentive Award Plan
Class of Stock [Line Items]
Common stock, shares issued (in shares)				358,206
Officers, Employees \| Incentive Award Plan \| Restricted Stock Units And Performance Shares
Class of Stock [Line Items]
Repurchase of common stock related to tax withholding settlement (in shares)				6,901,249
Repurchase of common stock related to tax withholding settlement, fair value \| $				$ 89,600,000

INVESTMENTS IN JOINT VENTURES - Additional Information (Details) - USD ($) $ in Millions	Feb. 19, 2026	Dec. 31, 2025	Oct. 31, 2025
WindHQ JV Sites
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage		49.00%
WindHQ JV Sites \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage sold	49.00%
Equity interest received in exchange for equity method investment sold	$ 29.4
Colchis LLC
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage			53.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INVESTMENTS IN JOINT VENTURES (Tables)

12 Months Ended

Dec. 31, 2025

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Activity in Investment in Equity Investee

Activity in the Company’s investments in equity investees during the year ended December 31, 2025, and 2024, consisted of the following (in thousands):


	For the Year Ended December 31,
	2025		2024
Opening balance	$	53,908	$	35,258
Capital contributions	22,127		37,123

Accretion of basis differences related to miner contributions	4,658		5,343


Bitcoin received from equity investees	(25,813)		(18,089)
Equity in net losses of equity investees	(25,480)		(5,727)
Ending Balance	$	29,400	$	53,908

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Billions	Feb. 11, 2026	Feb. 20, 2026	Feb. 19, 2026
Senior Secured Notes, 2031 \| Senior Notes
Subsequent Event [Line Items]
Stated percentage		6.125%
Debt offering, aggregate principal amount	$ 2.0
WindHQ JV Sites
Subsequent Event [Line Items]
Equity ownership percentage sold			49.00%

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 78,983	$ 9,653
Accumulated Amortization	(1,595)	(772)
Net Carrying Amount	77,388	8,881
Strategic contracts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	76,135	7,000
Accumulated Amortization	(729)	(379)
Net Carrying Amount	75,406	6,621
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,848	2,653
Accumulated Amortization	(866)	(393)
Net Carrying Amount	$ 1,982	$ 2,260

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

DERIVATIVE ASSETS	12 Months Ended
DERIVATIVE ASSETS	Dec. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE ASSETS	DERIVATIVE ASSETS On June 23, 2021, the Company entered into a power purchase agreement with Luminant, which was subsequently amended and restated on July 9, 2021, and further amended on February 28, 2022, August 26, 2022, and August 23, 2023 (as amended, the “Luminant Power Agreement”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years, subject to certain early termination exemptions. The Luminant Power Agreement provides for subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term. The Company’s management determined that the Luminant Power Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Luminant Power Agreement is recorded at its estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the consolidated statements of operations. See additional information regarding valuation of the Luminant Power Agreement derivative in Note 20. Fair Value Measurements. The Company may opportunistically sell electricity in the ERCOT market in exchange for cash payments, rather than utilizing the power to mine for bitcoin at the Odessa Facility to manage the Company’s operating costs. From Power sales, the Company earned approximately $7.9 million, $5.4 million, and $9.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, and recorded this amount within Costs and operating (expenses) income on the consolidated statements of operations, with the corresponding cost of the power sold recorded in Cost of revenue.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Equity Method Investee \| Reimbursable Expenses
Related Party Transaction [Line Items]
Accounts receivable	$ 0.3	$ 2.1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Section 50
-Paragraph 1
-Subparagraph (c)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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+ Details

MINERS HELD FOR SALE	12 Months Ended
MINERS HELD FOR SALE	Dec. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]
MINERS HELD FOR SALE	MINERS HELD FOR SALE As of December 31, 2025, the Company has presented separately from Property and equipment, net $94.9 million of mining rigs that the Company has determined meet the criteria to be classified as held for sale, and has presented these in Miners held for sale on the Company’s consolidated balance sheets. The Company has been engaging in various negotiations to sell the mining rigs at the Black Pearl Facility following the signing of a sublease on the site to transition the site to host an HPC tenant. The mining rigs are expected to be sold within one year of December 31, 2025. Upon classifying the miners as held for sale, the Company ceased depreciation and recognized a loss of $96.1 million on the fair value of the miners. The loss is recorded in Other operating (losses) gains on the Company’s consolidated statements of operations. For the year ended December 31, 2025, the Black Pearl Facility generated revenue of approximately $57.9 million from these miners. No assets were classified as held for sale as of December 31, 2024.

ORGANIZATION	12 Months Ended
ORGANIZATION	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Nature of operations Cipher Digital Inc. (“Cipher,” “CDI,” or the “Company”) is focused on the development and operation of industrial-scale data centers for bitcoin mining and high-performance compute (“HPC”) hosting. The Company operates two wholly-owned bitcoin mining data centers, a 207 MW site located in Odessa, Texas that draws fixed priced power from a power purchase agreement with its electricity provider (the “Odessa Facility”) and a 300 MW data center in Wink, Texas that draws power from the power grid (the “Black Pearl Facility”). As of December 31, 2025, the Company also had equity investments in three partially-owned joint venture bitcoin mining data centers, which were sold on February 19, 2026. The Company is in the process of retrofitting the Black Pearl Facility for an HPC tenant, with an expected commencement date of mid-2026. The Company’s portfolio as of December 31, 2025 also includes three wholly-owned sites and one majority owned joint venture which have not commenced operations, and options to acquire three additional wholly-owned sites. Risks and uncertainties Liquidity and capital resources The Company has historically experienced net losses and negative cash flows from operations; however, proceeds from sales of bitcoin are categorized as cash flows from investing activities to the extent bitcoin is sold after seven days from receipt. As of December 31, 2025, the Company had approximate balances of cash and cash equivalents of $628.3 million, working capital of $1,953.8 million, total stockholders’ equity of $805.5 million and an accumulated deficit of $1,003.7 million. The Company uses a combination of short-term and long-term financing arrangements, proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, and strategic sales of shares through “at-the-market” offerings to support its operating expenses and capital expenditures. The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company’s balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $207.9 million of cash was used for operating activities during the year ended December 31, 2025. During the year ended December 31, 2025, the Company sold bitcoin for proceeds of approximately $214.7 million, paid approximately $487.9 million for property and equipment primarily related to the build-out of the Black Pearl and Barber Lake facilities. The Company has a master loan agreement with Coinbase Credit, Inc., as Lender, and Coinbase, Inc., as Lending Service Provider (the “Coinbase Master Loan Agreement”). Pursuant to the master loan agreement, the Company has a secured line of credit up to $25.0 million (the “Coinbase Overnight Credit Facility”). The borrowings are collateralized by bitcoin transferred to the Lending Service Provider’s platform. The Company also has a $100.0 million secured credit facility with Two Prime Lending Limited (“Two Prime Credit Facility”). Borrowings on this facility will be backed by the Company’s bitcoin held in a triparty account. On May 22, 2025, the Company issued $172.5 million of principal amount of convertible notes due in 2030 with an interest rate of 1.75% (the “2030 Convertible Notes”). The 2030 Convertible Notes are senior, unsecured obligations with interest due semiannually on May 15 and November 15 each year beginning on November 15, 2025. On September 30, 2025, the Company issued $1,300.0 million of principal amount of convertible notes due in 2031 with an interest rate of 0.00% (the “2031 Convertible Notes”). The 2031 Convertible Notes are senior, unsecured obligations. Refer to Note 16. Debt for more details on all debt arrangements. Management believes that the Company’s existing financial resources, and ability to obtain project level financing, combined with projected cash and bitcoin inflows from its data centers, its ability to sell bitcoin received or earned, and its intent and ability to sell common stock through at-the-market offerings will be sufficient to enable the Company to meet its operating and capital requirements for at least 12 months from the date these consolidated financial statements are issued.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements, if any, is unknown as of December 31, 2025. In the normal course of business, the Company enters into contracts with suppliers, primarily related to construction, and has commitments of approximately $713.5 million as of December 31, 2025. The majority of commitments relate to construction at the Barber Lake Facility, which is expected to be completed in 2026. Construction costs associated with the project are fully funded with Restricted cash, current. Contingencies The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that a material loss, if any, will result from any claims, lawsuits and proceedings, to which the Company is subject to either individually, or in the aggregate. Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($)			12 Months Ended
	Jan. 01, 2025	Dec. 31, 2021	Dec. 31, 2025	Feb. 26, 2025	Dec. 31, 2024
Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense			$ 25,500,000
Unrecognized compensation expense, weighted-average vesting period			10 months 24 days
Share-based compensation award vest upon achievement of market capitalization			$ 10,000,000,000
Unvested (in shares)			10,642,732		15,922,220
Weighed average grant date fair value (in dollars per share)			$ 3.95		$ 2.65
Vested (in shares)			10,084,960
Granted (in shares)			4,805,472
Performance Based Restricted Stock Units, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense			$ 0
Unvested (in shares)		4,257,710
Weighed average grant date fair value (in dollars per share)		$ 7.76
Vested (in shares)			2,838,474
Performance Based Restricted Stock Units, 2025
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense			$ 7,500,000
Vesting period			1 year 1 month 17 days
Unvested (in shares)				2,490,943
Weighed average grant date fair value (in dollars per share)				$ 5.01
Vested in period, percentage			225.00%
Granted (in shares)			5,604,621
Performance Based Restricted Stock Units, 2025 \| Tranche One
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting percentage			33.00%
Performance Based Restricted Stock Units, 2025 \| Tranche Two
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period			2 years
Vesting percentage			67.00%
Maximum \| Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period			4 years
Minimum \| Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period			3 years
Equity Incentive Plan
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Maximum percentage of annual increase in shares available for incentive plan to outstanding common stock		3.00%
Equity Incentive Plan \| Common Stock \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Shares available for issuance of awards (in shares)		19,869,312
Incentive Award Plan \| Performance Based Restricted Stock Units, 2021 \| Tranche One \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting percentage			67.00%
Incentive Award Plan \| Performance Based Restricted Stock Units, 2021 \| Tranche Two \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of market capitalization			$ 10,000,000,000
Vesting percentage			33.00%
Award lookback period			30 days
Incentive Award Plan \| Maximum \| Performance Based Restricted Stock Units, 2021 \| Tranche One \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of market capitalization			$ 7,500,000,000
Incentive Award Plan \| Minimum \| Performance Based Restricted Stock Units, 2021 \| Tranche One \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of market capitalization			$ 5,000,000,000
Incentive Award Plan \| Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Shares available for issuance of awards (in shares)			15,118,752
Additional shares authorized (in shares)	10,523,515

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives for Property and Equipment (Details)	Dec. 31, 2025
Miners and mining equipment
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	3 years
Leasehold improvements \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	5 years
Leasehold improvements \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	20 years
Other \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	3 years
Other \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	7 years
Infrastructure assets \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	10 years
Infrastructure assets \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	20 years

BITCOIN (Tables)

12 Months Ended

Dec. 31, 2025

Crypto Asset [Abstract]

Schedule of Bitcoin

The following table presents information about the Company’s bitcoin (in thousands):


	For the Year Ended December 31,
	2025		2024
Opening balance	$	92,651	$	32,978
Bitcoin received from equity investees	25,813		18,089
Bitcoin received from mining activities	199,579		151,296
Bitcoin received from loan	16,551		9,976
Bitcoin paid for interest on loan	(140)		(1,977)
Proceeds from sales of bitcoin	(214,737)		(148,870)
Realized gains on sales of bitcoin, net	7,126		51,548
Unrealized (losses) gains on fair value of bitcoin	(41,603)		11,313
Bitcoin purchased	2,430		-
Realized loss on bitcoin transferred to collateral, net(1)	(3,195)		-
Bitcoin transferred from collateral, net	40,925		(31,702)
Ending balance	$	125,400	$	92,651
(1) Realized loss on bitcoin transferred to collateral, net is classified under other income (expense) on the consolidated statements of operations

DEPOSITS ON EQUIPMENT (Details) $ in Millions	Dec. 31, 2025 USD ($)
American Electric Power Company, Inc.
Property Plant And Equipment [Line Items]
Deposits paid	$ 5.3

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenue - bitcoin mining	$ 223,942	$ 151,270	$ 126,842
Costs and operating (expenses) income
Cost of revenue	(81,216)	(62,364)	(50,309)
Compensation and benefits	(79,129)	(60,796)	(57,399)
General and administrative	(36,382)	(32,655)	(27,796)
Depreciation and amortization	(198,973)	(102,448)	(59,093)
Change in fair value of power purchase agreement	(28,860)	(7,921)	26,836
Power sales	7,870	5,405	9,941
Equity in losses of equity investees	(20,822)	(384)	(2,530)
Unrealized (losses) gains on fair value of bitcoin	(41,603)	11,313	3,299
Realized gains on sale of bitcoin	7,126	51,548	7,739
Other operating (losses) gains	(173,516)	3,333	2,355
Total costs and operating expenses	(645,505)	(194,969)	(146,957)
Operating loss	(421,563)	(43,699)	(20,115)
Other income (expense)
Interest income	19,479	3,384	164
Interest expense	(36,559)	(1,708)	(1,999)
Change in fair value of warrant liability	19,290	250	(243)
Other expense	(406,204)	(2,544)	(17)
Total other expense	(403,994)	(618)	(2,095)
Loss before taxes	(825,557)	(44,317)	(22,210)
Current income tax expense	(956)	(1,255)	(201)
Deferred income tax benefit (expense)	4,269	937	(3,366)
Total income tax benefit (expense)	3,313	(318)	(3,567)
Net loss	(822,244)	(44,635)	(25,777)
Less: Net loss attributable to redeemable noncontrolling interest	0	0	0
Net loss available for common stockholders	$ (822,244)	$ (44,635)	$ (25,777)
Loss per share - basic (in dollars per share)	$ (2.15)	$ (0.14)	$ (0.10)
Loss per share - diluted (in dollars per share)	$ (2.15)	$ (0.14)	$ (0.10)
Weighted average shares outstanding - basic (in shares)	381,602,904	323,103,303	252,439,461
Weighted average shares outstanding - diluted (in shares)	381,602,904	323,103,303	252,439,461

FAIR VALUE MEASUREMENTS - Schedule of Assumptions Utilized in Valuations of Warrants (Details) - Google warrants - Level 3	Dec. 31, 2025 year
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input	0.0354
Dividend yield rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input	0.0000
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input	1.0700
Contractual term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input	4.75

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 95,054	$ 13,461
Increase in valuation allowance	81,600
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	236,400
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 30,400

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date of this report. No subsequent events have been identified other than those disclosed in these consolidated financial statements except for the following: Black Pearl Compute LLC Senior Secured Notes On February 11, 2026, the Company’s wholly-owned indirect subsidiary Black Pearl Compute LLC completed its previously announced private offering of 6.125% Senior Secured Notes due 2031. The aggregate principal amount of notes sold in the offering was $2.0 billion. Name Change On February 20, 2026, the Board of Directors approved an amendment to our Second Amended and Restated Certificate of Incorporation to change the name of the Company to “Cipher Digital Inc.” The amendment became effective upon filing with the Delaware Secretary of State on February 20, 2026. The Board of Directors also approved and adopted amendments to the Company’s Amended and Restated Bylaws, effective immediately to change the name of the Company to “Cipher Digital Inc.” WindHQ JV Sites Sale On February 19, 2026, the Company sold its 49% interests in the WindHQ JV sites to Canaan U.S. Inc. For more details refer to Note 8. Investments in Joint Ventures.

INCOME TAXES - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current:
State	$ 956	$ 1,255	$ 201
Total current	956	1,255	201
Deferred:
Federal	(4,269)	(937)	3,366
Total deferred	(4,269)	(937)	3,366
Income tax provision	$ (3,313)	$ 318	$ 3,567

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Miners and mining equipment	$	289,680	$	342,111
Leasehold improvements	134,122		137,582
Land	79,054		49,021
Buildings	66,594		—
Infrastructure	108,827		28,166
Other	1,873		606


Construction-in-progress	276,470		82,017
Total cost of property and equipment	956,620		639,503
Less: accumulated depreciation	(334,165)		(158,638)
Property and equipment, net	$	622,455	$	480,865

FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Not Subject to Fair Value Measurement on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Liabilities included in:
Liabilities, fair value	$ 525,160	$ 7,330
Level 1
Liabilities included in:
Liabilities, fair value	0	7,330
Level 2
Liabilities included in:
Liabilities, fair value	0	0
Level 3
Liabilities included in:
Liabilities, fair value	525,160	0
Nonrecurring \| Reported Value Measurement
Liabilities included in:
Liabilities, fair value	2,711,648
Nonrecurring \| Estimate of Fair Value Measurement
Liabilities included in:
Liabilities, fair value	3,908,815	$ 0
Nonrecurring \| 2030 Convertible Notes \| Convertible Debt \| Reported Value Measurement
Liabilities included in:
Convertible Notes	167,643
Nonrecurring \| 2030 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	591,768
Nonrecurring \| 2031 Convertible Notes \| Convertible Debt \| Reported Value Measurement
Liabilities included in:
Convertible Notes	870,842
Nonrecurring \| 2031 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	1,547,533
Nonrecurring \| 2030 Senior Secured Notes \| Senior Notes \| Reported Value Measurement
Liabilities included in:
Senior Secured Notes	1,673,163
Nonrecurring \| 2030 Senior Secured Notes \| Senior Notes \| Estimate of Fair Value Measurement
Liabilities included in:
Senior Secured Notes	1,769,514
Nonrecurring \| Level 1 \| Estimate of Fair Value Measurement
Liabilities included in:
Liabilities, fair value	0
Nonrecurring \| Level 1 \| 2030 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	0
Nonrecurring \| Level 1 \| 2031 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	0
Nonrecurring \| Level 1 \| 2030 Senior Secured Notes \| Senior Notes \| Estimate of Fair Value Measurement
Liabilities included in:
Senior Secured Notes	0
Nonrecurring \| Level 2 \| Estimate of Fair Value Measurement
Liabilities included in:
Liabilities, fair value	3,908,815
Nonrecurring \| Level 2 \| 2030 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	591,768
Nonrecurring \| Level 2 \| 2031 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	1,547,533
Nonrecurring \| Level 2 \| 2030 Senior Secured Notes \| Senior Notes \| Estimate of Fair Value Measurement
Liabilities included in:
Senior Secured Notes	1,769,514
Nonrecurring \| Level 3 \| Estimate of Fair Value Measurement
Liabilities included in:
Liabilities, fair value	0
Nonrecurring \| Level 3 \| 2030 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	0
Nonrecurring \| Level 3 \| 2031 Convertible Notes \| Convertible Debt \| Estimate of Fair Value Measurement
Liabilities included in:
Convertible Notes	0
Nonrecurring \| Level 3 \| 2030 Senior Secured Notes \| Senior Notes \| Estimate of Fair Value Measurement
Liabilities included in:
Senior Secured Notes	$ 0

LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Finance Lease
Year Ended December 31, 2026	$ 4,834
Year Ended December 31, 2027	3,223
Year Ended December 31, 2028	0
Year Ended December 31, 2029	0
Year Ended December 31, 2030	0
Thereafter	0
Total lease payments	8,057
Less present value discount	(726)
Total	7,331
Operating Lease
Year Ended December 31, 2026	2,485
Year Ended December 31, 2027	2,496
Year Ended December 31, 2028	2,279
Year Ended December 31, 2029	1,105
Year Ended December 31, 2030	204
Thereafter	6,602
Total lease payments	15,171
Less present value discount	(4,895)
Total	10,276
Total
Year Ended December 31, 2026	7,319
Year Ended December 31, 2027	5,719
Year Ended December 31, 2028	2,279
Year Ended December 31, 2029	1,105
Year Ended December 31, 2030	204
Thereafter	6,602
Total lease payments	23,228
Less present value discount	(5,621)
Total	$ 17,607

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation and Benefits

The Company recognized total share-based compensation in Compensation and benefits on the consolidated statements of operations for the following categories of awards as follows (in thousands):


	Year Ended December 31,
		2025		2024		2023
Service-based RSUs		$	38,792	$	35,440	$	24,936
Performance-based RSUs		13,995		5,166		12,630
Common stock, fully-vested		—		1,526		904
Total share-based compensation expense		$	52,787	$	42,132	$	38,470

Schedule of Unvested RSU Activity

A summary of the Company's unvested Service-Based RSU activity for the year ended December 31, 2025 is shown below:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at December 31, 2024	15,922,220	$	2.65
Granted	4,805,472	$	5.83
Vested	(10,084,960)	$	2.79
Unvested at December 31, 2025	10,642,732	$	3.95

Schedule of Grant Date Fair Value of 2025 Performance-Based RSUs

The grant date fair value of the 2025 Performance-Based RSUs was measured using a Monte Carlo simulation model based on the following assumptions:



Risk-free interest rate			4.14%

Expected volatility			111.5%

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Prepaid expenses and other current assets	$ 7,977	$ 3,387
Total current assets	2,652,859	168,205
Other noncurrent assets	561,995	3,958
Total assets	4,291,908	855,446
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Accrued expenses and other current liabilities	90,086	69,824
Warrant liability	525,160	0
Total current liabilities	699,071	131,778
Long-term borrowings, net	2,711,648	0
Total liabilities	3,456,054	173,493
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024	0	0
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively	412	361
Additional paid-in capital	1,808,786	863,015
Accumulated deficit	(1,003,656)	(181,412)
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively	(7)	(11)
Total stockholders’ equity	805,535	681,953	$ 491,336	$ 342,892
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$ 4,291,908	$ 855,446
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	500,000,000
Common stock, shares issued (in shares)	412,074,529	361,432,449
Common stock, shares outstanding (in shares)	404,963,061	350,783,817
Treasury stock, shares (in shares)	7,111,468	10,648,632
Parent Company
ASSETS
Prepaid expenses and other current assets	$ 96	$ 0
Total current assets	96	0
Investment in subsidiaries	1,825,812	682,967
Other noncurrent assets	544,450	0
Total assets	2,370,358	682,967
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Due to subsidiaries	81	81
Accrued expenses and other current liabilities	1,097	933
Warrant liability	525,160	0
Total current liabilities	526,338	1,014
Long-term borrowings, net	1,038,485	0
Total liabilities	1,564,823	1,014
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024	0	0
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively	412	361
Additional paid-in capital	1,808,786	863,015
Accumulated deficit	(1,003,656)	(181,412)
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively	(7)	(11)
Total stockholders’ equity	805,535	681,953
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$ 2,370,358	$ 682,967
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	500,000,000
Common stock, shares issued (in shares)	412,074,529	361,432,449
Common stock, shares outstanding (in shares)	404,963,061	350,783,817
Treasury stock, shares (in shares)	10,648,632	7,111,468

SUPPLEMENTAL FINANCIAL INFORMATION - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Construction costs	$ 36,081	$ 2,675
Accrued interest	16,892	1,329
Contingent liabilities	14,650	0
Taxes (primarily sales tax)	9,310	14,607
Employee compensation	5,847	4,449
Professional fees	3,994	8,246
Power costs	2,622	0
Other	690
Barber Lake site deposit payable	0	8,297
Remaining payments for miners in service	0	30,221
Total accrued expenses and other current liabilities	$ 90,086	$ 69,824

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (822,244)	$ (44,635)	$ (25,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	198,973	102,448	59,093
Amortization of operating right-of-use asset	1,646	1,249	822
Share-based compensation	52,787	42,132	38,470
Equity in losses of equity investees	20,822	384	2,530
Write-down of assets held for sale	96,056	0	0
Loss on disposal of assets	31,427	290	0
Impairment of property and equipment	45,317	0	0
Amortization of debt discount and issuance costs	17,932	0	0
Non-cash lease expense	1,036	919	1,940
Deferred income taxes	(4,269)	(937)	3,366
Non-cash consideration received for services	(223,851)	(151,296)	(126,319)
Change in fair value of derivative assets	(16,201)	7,921	(26,836)
Change in fair value of warrant liability	(19,290)	(250)	243
Change in fair value of embedded derivative	450,440	0	0
Change in fair value of bitcoin collateral	(5,731)	(546)	0
Change in fair value of bitcoin loan	781	(669)	0
Unrealized gains on fair value of bitcoin	41,603	(11,313)	(3,299)
Realized gains on sale of bitcoin	(7,126)	(51,548)	(7,739)
Changes in operating assets and liabilities	(68,046)	18,340	(10,735)
Net cash used in operating activities	(207,938)	(87,511)	(94,241)
Cash flows from investing activities
Proceeds from sale of bitcoin	214,737	148,870	111,188
Purchases of bitcoin	(2,430)	0	0
Deposits on equipment	(4,874)	(162,958)	(33,906)
Purchases of property and equipment	(487,921)	(139,495)	(20,480)
Purchases and development of software	(1,442)	(1,423)	(634)
Purchases of strategic contracts	(32,554)	0	0
Investment in equity investees	(22,127)	(37,123)	(3,545)
Capital distributions from equity investees	0	0	3,808
Prepayments on financing lease	0	0	(3,676)
Net cash (used in) provided by investing activities	(336,611)	(192,129)	52,755
Cash flows from financing activities
Proceeds from notes, net of issuance costs	3,145,829	0	0
Proceeds from the issuance of common stock, net of offering costs	195,473	221,694	132,444
Proceeds from treasury stock reissued for PIPE investment	50,000	0	0
Purchase of capped call options	(82,680)	0	0
Repurchase of common shares to pay employee withholding taxes	(89,585)	(27,641)	(3,902)
Proceeds from loan	0	25,000	0
Principal payments on loan	(25,000)	0	0
Principal payments on financing lease	(4,834)	(5,541)	(12,878)
Net cash provided by financing activities	3,189,203	213,512	115,664
Net increase (decrease) in cash, cash equivalents, and restricted cash	2,644,654	(66,128)	74,178
Cash, cash equivalents, and restricted cash, beginning of the period	19,977	86,105	11,927
Cash and cash equivalents, and restricted cash, end of the period	2,664,631	19,977	86,105
Supplemental information
Cash paid for interest	1,451	0	0
Supplemental disclosure of non-cash investing and financing activities
Reclassification of embedded derivative liability to equity	737,019	0	0
Issuance of warrant liability	544,450	0	0
Property and equipment purchases in accounts payable and accrued expenses	67,241	42,192	0
Bitcoin transferred for rehypothecated collateral	31,720	31,702	0
Reclassification of deposits on equipment to property and equipment	31,453	154,898	74,186
Recognition of redeemable noncontrolling interest upon consolidation	30,319	0	0
Bitcoin loan payments	26,847	0	0
Bitcoin received from equity investees	25,813	18,089	317
Bitcoin received as a loan	16,551	9,976	0
Non-cash consideration transferred in acquisition of intangible asset	14,650	0	0
Initial estimate of asset retirement obligation and related capitalized costs	10,743	0	0
Sales tax accrual on machines placed in service	4,496	2,219	1,209
Bitcoin paid for interest on loan	140	1,977	0
Treasury stock reissued for PIPE investment	10	0	0
Right-of-use asset obtained in exchange for operating lease liability	491	6,733	2,812
Settlement of related party payable related to master services and supply agreement	0	1,554	0
Right-of-use asset obtained in exchange for finance lease liability	0	0	14,212
Issuance of common stock in exchange for intangible assets	$ 0	$ 0	$ 7,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	12 Months Ended
	Dec. 31, 2025 USD ($) assetRetirementObligation contractTermHour segment	Dec. 31, 2024 USD ($)	Jan. 01, 2023 USD ($)
Property Plant And Equipment [Line Items]
Cash equivalents	$ 628,300,000	$ 5,600,000
Accounts receivable, allowance for credit loss	0
Accumulated deficit	$ (1,003,656,000)	(181,412,000)
Bitcoin held for sale, maximum holding period before sale to be classified as operating activity (within)	7 days
Allowance for receivable for bitcoin collateral	$ 0	0
Number of asset retirement obligations \| assetRetirementObligation	2
Redeemable noncontrolling interest, fair value	$ 30,300,000
Number of contract term hours \| contractTermHour	24
Uncertain tax positions	$ 0	0
Uncertain tax positions, interest and penalties	$ 0	$ 0
Number of segments \| segment	1
Colchis LLC
Property Plant And Equipment [Line Items]
Noncontrolling interest ownership percentage	47.00%
Foundry USA Pool
Property Plant And Equipment [Line Items]
Revenue	$ 157,000,000.0
Foundry USA Pool \| Total Consolidated Revenue \| Customer Concentration Risk
Property Plant And Equipment [Line Items]
Concentration risk, percentage	70.00%
Minimum
Property Plant And Equipment [Line Items]
Percentage of ownership in the voting stock of investee	20.00%
Maximum
Property Plant And Equipment [Line Items]
Percentage of ownership in the voting stock of investee	50.00%
Software
Property Plant And Equipment [Line Items]
Estimated useful lives for intangible assets	3 years
Revision of Prior Period, Adjustment \| Accounting Standards Update 2023-08
Property Plant And Equipment [Line Items]
Accumulated deficit			$ 200,000

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following (in thousands):


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contracts	$	76,135	$	(729)	$	75,406
Capitalized software	2,848		(866)		1,982
Total	$	78,983	$	(1,595)	$	77,388


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contract	$	7,000	$	(379)	$	6,621
Capitalized software	2,653		(393)		2,260
Total	$	9,653	$	(772)	$	8,881

The Company recorded amortization expense related to intangible assets of $0.6 million for the year ended December 31, 2025, $0.5 million for the year ended December 31, 2024, and $0.0 million for the year ended December 31, 2023. During the year ended December 31, 2025, the Company acquired strategic contracts for $56.6 million and $12.6 million related to the development of the Colchis and Ulysses sites, respectively, and wrote off $1.2 million of capitalized software related to software projects the Company is no longer pursuing. The Company expects to record amortization expense as follows over the next five subsequent years:


			(in thousands)
Year Ended December 31, 2026			917
Year Ended December 31, 2027			917
Year Ended December 31, 2028			826
Year Ended December 31, 2029			615
Year Ended December 31, 2030			445

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	500,000,000
Common stock, shares issued (in shares)	412,074,529	361,432,449
Common stock, shares outstanding (in shares)	404,963,061	350,783,817
Treasury stock, shares (in shares)	7,111,468	10,648,632

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Miners and mining equipment	$	289,680	$	342,111
Leasehold improvements	134,122		137,582
Land	79,054		49,021
Buildings	66,594		—
Infrastructure	108,827		28,166
Other	1,873		606


Construction-in-progress	276,470		82,017
Total cost of property and equipment	956,620		639,503
Less: accumulated depreciation	(334,165)		(158,638)
Property and equipment, net	$	622,455	$	480,865

As of December 31, 2025, the Company had approximately $276.5 million of construction-in-progress related to construction at various sites. For the year ended December 31, 2025, $144.8 million of Construction-in-progress related to the build out of the Black Pearl Facility was placed into service.

Depreciation expense was approximately $199.0 million, $102.4 million, and $59.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, and included approximately $2.7 million, $1.9 million, and $1.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, of accretion expense related to the Company’s asset retirement obligations.

The Company completed a quantitative assessment during the fourth quarter in connection with a substantial decline in the price of bitcoin with increased network hashrate, and concluded an impairment existed on the miners and leasehold improvements at the Odessa Facility as of the assessment date. The Company recorded an impairment of $45.3 million on these long-lived assets at the Odessa Facility in Other operating losses in the year ended December 31, 2025.

Separately, the Company also identified miners which were deemed beyond repair. The Company recorded a loss on disposal on these miners equal to their aggregate net book value of $29.4 million under Other operating losses in the year ended December 31, 2025 as a result.

INVESTMENTS IN JOINT VENTURES

12 Months Ended

Dec. 31, 2025

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS IN JOINT VENTURES

The Company accounted for its 49% equity ownership in each of Alborz LLC, Bear LLC, and Chief Mountain LLC (the “WindHQ JV sites”) using the equity method of accounting. The book value of these investments is included in Investment in equity investees on the Company’s consolidated balance sheets, with the Company’s portion of income included in Equity in losses of equity investees on the Company’s consolidated statements of operation.

Activity in the Company’s investments in equity investees during the year ended December 31, 2025, and 2024, consisted of the following (in thousands):


	For the Year Ended December 31,
	2025		2024
Opening balance	$	53,908	$	35,258
Capital contributions	22,127		37,123

Accretion of basis differences related to miner contributions	4,658		5,343


Bitcoin received from equity investees	(25,813)		(18,089)
Equity in net losses of equity investees	(25,480)		(5,727)
Ending Balance	$	29,400	$	53,908

On February 19, 2026, the Company sold its 49% interests in the WindHQ JV sites to Canaan U.S. Inc (“Canaan”) in exchange for $29.4 million of Canaan stock. The Company recorded an additional expense in Equity in losses of equity investees in the year ended December 31, 2025 to adjust the carrying value of its investments to the negotiated purchase price.

In October 2025, the Company purchased 53% of the equity in Colchis LLC (“Colchis”), a joint venture of a potential 1 GW site in Texas, the “Colchis Site.” The Company is the managing member and consolidates Colchis, and records redeemable noncontrolling interest for the minority interest in the site. The Company deems the noncontrolling interest to be redeemable due to certain clauses in the agreement, which could trigger the redemption of the noncontrolling shares upon events outside of the Company's control.

There were no changes in ownership of Colchis LLC for the year ended December 31, 2025 after the Company’s original investment.

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENT REPORTING

The Company currently has one operating segment, Bitcoin Mining, which through operations produce bitcoin to generate revenue. The Chief Operating Decision Maker (“CODM”) for the Company consists of the CEO and CFO. The CODM reviews the performance of the Company’s operating segment primarily based on operating income when deciding on allocating resources between reinvesting in Bitcoin Mining or exploring alternative deployment of resources. Asset information is not regularly provided to the CODM for resource allocation as a large portion of assets are property and equipment that cannot be repurposed for other revenue streams. In future periods, the Company expects to have an additional segment related to construction of data centers for HPC tenants when leases for those data centers commence operations.

The Company’s revenues, significant expenses, operating income, and net income by segment for the years ended December 31, 2025, 2024 and 2023 are summarized in the following table (in thousands):


Year Ended December 31, 2025
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	223,942	$	223,942
Costs and operating (expenses) income
Cost of revenue	(81,216)
Depreciation and amortization	(198,973)
Change in fair value of power purchase agreement	(28,860)
Unrealized loss on fair value of bitcoin	(41,603)
Realized gains on sale of bitcoin	7,126
Equity in losses of equity method investees	(20,822)
Other segment items(1)	(165,646)
Segment operating loss	(306,052)		(306,052)
Adjustments(2)			(115,511)
Operating loss			(421,563)
Interest income			19,479


Interest expense			(36,559)
Other non-operating items(3)			(386,914)
Loss before taxes			$	(825,557)

Year Ended December 31, 2024
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	151,270	$	151,270
Costs and operating (expenses) income
Cost of revenue	(62,364)
Depreciation and amortization	(102,448)
Change in fair value of power purchase agreement	(7,921)
Unrealized gain on fair value of bitcoin	11,313
Realized gains on sale of bitcoin	51,548
Equity in losses of equity method investees	(384)
Other segment items(1)	8,738
Segment operating income	49,752		49,752
Adjustments(2)			(93,451)
Operating loss			(43,699)
Interest income			3,384
Interest expense			(1,708)
Other non-operating items(3)			(2,294)
Loss before taxes			$	(44,317)

Year Ended December 31, 2023
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	126,842	$	126,842
Costs and operating (expenses) income
Cost of revenue	(50,309)
Depreciation and amortization	(59,093)
Change in fair value of power purchase agreement	26,836
Unrealized gain on fair value of bitcoin	3,299
Realized gains on sale of bitcoin	7,739
Equity in losses of equity method investees	(2,530)
Other segment items(1)	12,296
Segment operating income	65,080		65,080
Adjustments(2)			(85,195)
Operating loss			(20,115)
Interest income			164
Interest expense			(1,999)
Other non-operating items(3)			(260)
Loss before taxes			$	(22,210)

(1) Other segment items included in Bitcoin Mining include Power sales, and Other losses, including impairment on miners.

(2) Other operating items included in adjustments include Compensation and benefits, and General and administrative.

(3) Other non-operating items include Change in fair value of warrant liability, and Other expense.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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+ Details

ASSET RETIREMENT OBLIGATIONS - Schedule of the Changes in the Company's Asset Retirement Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance beginning	$ 33,696	$ 20,282	$ 18,394
Accretion expense	2,671	1,888	$ 1,700
Initial estimate of ARO liability for the Black Pearl Facility	10,743
Balance ending	$ 20,282	$ 18,394

DEBT

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT

Short-term borrowings

Coinbase Master Loan Agreement

The Company has the Coinbase Master Loan Agreement, under which the Company established the Coinbase Overnight Credit Facility of $25.0 million, subject to credit review. The Company will not incur commitment fees for unused portions of the Coinbase Overnight Credit Facility. The borrowing rate on amounts drawn against the Credit Facility is determined based on the Federal Funds Target Rate - Upper Bound, plus 2.5%, calculated daily based on a 365-day year and payable monthly for the duration of the loan, and market demand. Borrowings under the Coinbase Overnight Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the Lending Service Provider’s platform. Since the Lender has the right to rehypothecate the bitcoin held as collateral, the Company derecognizes the bitcoin transferred. The Company has the right to receive the bitcoin back from the Lender upon repayment of the Coinbase Overnight Credit Facility, and as such recognized a receivable for bitcoin collateral measured at fair value of the bitcoin to be received upon repayment.

As of December 31, 2025, the Company had nothing outstanding on the Coinbase Overnight Credit Facility. The Company had $25.0 million balance outstanding on the Coinbase Overnight Credit Facility at a weighted average interest rate of 9.5% as of December 31, 2024.

Two Prime Lending Facility

The Company also has a $100.0 million secured credit facility with Two Prime Lending Limited (“Two Prime Credit Facility”). Borrowings on this facility will be backed by the Company’s bitcoin held in a triparty account. The Company has not drawn on the Two Prime Credit Facility, and as such has nothing outstanding on this facility as of December 31, 2025.

Luxor Purchase and Sale Agreement

The Company has the ability to enter into agreements with Luxor Technology Corporation (“Luxor”) to borrow bitcoin to be repaid at a fixed amount of bitcoin per day over fixed periods. The Company records the outstanding balance at fair value in Short-term borrowings based on the current bitcoin price, with changes in fair value recorded in Other income (loss).

As of December 31, 2025, the Company had no ongoing transactions with Luxor under the Luxor Purchase and Sales Agreement. As of December 31, 2024 the Company owed approximately 80.3 bitcoin valued at $7.3 million related to this agreement.

Current Portion of Long-term debt

As of December 31, 2025 the Company also included $37.8 million of principal payments of the 2030 Senior Secured Notes in short-term borrowings on the Company’s consolidated balance sheet as these payments are due within one year.

Long-term borrowings

The following summarizes the Company’s long-term borrowings, net of debt issuance cost as of the period presented:


	December 31, 2025
	Maturity Date	Interest Rate	Outstanding Principal		Unamortized debt issuance costs and original issue discounts and premium, net		Current portion of Long-term Debt		Outstanding Borrowings, net
Long-term borrowings:
2030 Convertible Notes	May 2030	1.75%	$	172,500	$	(4,857)	$	—	$	167,643
2031 Convertible Notes	October 2031	0.00%	1,300,000		(429,158)		—		870,842
2030 Senior Secured Notes	November 2030	7.13%	1,733,000		(22,044)		(37,793)		1,673,163
Total Long-term borrowings			$	3,205,500	$	(456,059)	$	(37,793)	$	2,711,648

There were no Long-term borrowings as of December 31, 2024.

2030 Convertible Notes

On May 22, 2025, the Company issued $172.5 million of principal amount of the 2030 Convertible Notes with an interest rate of 1.75%. The 2030 Convertible Notes are senior, unsecured obligations with interest due semiannually on May 15 and November 15 each year beginning on November 15, 2025. The 2030 Convertible Notes will mature on May 15, 2030, unless earlier repurchased, redeemed or converted.

Before February 15, 2030, noteholders will have the right to convert their 2030 Convertible Notes only upon the occurrence of certain events. From and after February 15, 2030, noteholders may convert their 2030 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. As the Company has the option to settle in shares, these shares are considered potentially dilutive for the calculation of diluted earnings per share. The initial conversion rate is 224.9213 shares of the Company’s common stock per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $4.45 per share of the Company’s common stock.

The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 22, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding 2030 Convertible Notes unless at least $50.0 million aggregate principal amount of 2030 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

2031 Convertible Notes

On September 30, 2025, the Company issued $1.3 billion of principal amount of the 2031 Convertible Notes with an interest rate of 0.00%. The 2031 Convertible Notes are senior, unsecured obligations and will be equal in right of payment with the Company’s existing and future senior, unsecured indebtedness, including the 2030 Convertible Notes. The 2031 Convertible Notes will mature on October 1, 2031, unless earlier repurchased, redeemed or converted.

Before July 1, 2031, the 2031 Convertible Notes will be convertible only upon satisfaction of certain conditions and during a certain period. On or after July 1, 2031, the 2031 Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date (the “2031 Note Conversion Option”). The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The Company’s ability to elect to settle conversions in whole or in part in shares of common stock will, subject to a limited exception, be subject to receipt of stockholder approval for an increase in the number of its authorized shares of common stock or the Company otherwise increasing the number of shares of its common stock available to settle conversions of the 2031 Convertible Notes, which was obtained on October 30, 2025. The initial conversion rate is 62.3733 shares of the Company’s common stock per $1,000 principal amount of the 2031 Convertible Notes, which represents an initial conversion price of approximately $16.03 per share of the Company’s common stock.

The 2031 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), for cash at the Company’s option at any time, and from time to time, on or after October 5, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if (i) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice and (2) the trading day immediately before the date the Company sends such redemption notice, and (ii) certain “liquidity conditions” (as defined in the Indenture) having been satisfied. However, the Company may not redeem less than all of the outstanding 2031 Convertible Notes unless at least $100.0 million aggregate principal amount of 2031 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

In accounting for the issuance of the 2031 Convertible Notes, the 2031 Note Conversion Option of the 2031 Convertible Notes was deemed an embedded derivative that required bifurcation from the 2031 Convertible Notes and separate accounting as a derivative liability, resulting from the Company not having the necessary number of authorized but unissued shares of its common stock available to settle the 2031 Note Conversion Option. The proceeds from the 2031 Convertible Notes were first allocated to the embedded derivative and the remaining proceeds were allocated to the 2031 Convertible Notes. On October 30, 2025, the Company amended its charter to increase the number of authorized shares to allow for equity classification of the 2031 Note Conversion Option, and the fair value at that time of $864.8 million was reclassified into Additional Paid in Capital. This resulted in a $450.4 million loss recorded in Other expense for the year ended December 31, 2025.

In connection with the pricing of the offering of 2031 Convertible Notes, the Company entered into capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions (the “Capped Call Transactions”). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2031 Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Convertible Notes. The cap price of the Capped Call Transactions is initially $23.32 per share. The cost of the Capped Call Transactions was approximately $82.7 million. This resulted in a $45.1 million gain recorded in Other expense for the year ended December 31, 2025

The Capped Call Transactions were initially reported at fair value on the Company’s consolidated balance sheets, and were reclassified into Additional Paid-In-Capital on October 30, 2025 and no longer required to be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met.

2030 Senior Secured Notes

On November 13, 2025, Cipher Compute LLC (“Cipher Compute”), a wholly-owned indirect subsidiary of the Company, issued an aggregate principal of $1.4 billion of 7.125% Senior Secured Notes due 2030 (the “2030 Senior Secured Notes”). The 2030 Senior Secured Notes are senior secured obligations of Cipher Compute and bear interest at a rate of 7.125% per year payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. The 2030 Senior Secured Notes will mature on November 15, 2030, unless earlier redeemed or repurchased in accordance with their

terms. On November 24, 2025, Cipher Compute issued an additional series of $333.0 million aggregate principal amount of the 2030 Senior Secured Notes.

The principal amount of the 2030 Senior Secured Notes will amortize on a semi-annual basis on May 15 and November 15 of each year in amounts based on schedules in the Indenture. No amortization will be payable prior to the completion of the Barber Lake Facility. Required amortization shall be subject to adjustment in case of partial redemption or repurchase.

On or after November 15, 2027, the Company may redeem the 2030 Senior Secured Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the indenture. Prior to November 15, 2027, the Company may redeem the 2030 Senior Secured Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Senior Secured Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to November 15, 2027, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Senior Secured Notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price set forth in the indenture, plus accrued and unpaid interest.

As of December 31, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:


(in thousands)
2026	$	37,793
2027	152,305
2028	156,874
2029	161,580
2030	1,224,448
Thereafter	—
Total principal of long-term borrowings	$	1,733,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
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+ Details

SHARE-BASED COMPENSATION - Schedule of Share-based Compensation Expense (Details) - General and Administrative Expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 52,787	$ 42,132	$ 38,470
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	38,792	35,440	24,936
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	13,995	5,166	12,630
Common stock, fully-vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 0	$ 1,526	$ 904

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

CONDENSED BALANCE SHEETS

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


	December 31, 2025		December 31, 2024
ASSETS
Prepaid expenses and other current assets	$	96	$	—
Total current assets	96		—
Investment in subsidiaries	1,825,812		682,967
Other noncurrent assets	544,450		—
Total assets	$	2,370,358	$	682,967
LIABILITIES, AND STOCKHOLDERS’ EQUITY
Due to subsidiaries	$	81	$	81
Accrued expenses and other current liabilities	1,097		933
Warrant liability	525,160		—
Total current liabilities	526,338		1014
Long-term borrowings, net	1,038,485		—
Total liabilities	1,564,823		1,014
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024	—		—
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively	412		361
Additional paid-in capital	1,808,786		863,015
Accumulated deficit	(1,003,656)		(181,412)
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively	(7)		(11)
Total stockholders’ equity	805,535		681,953
Total liabilities, and stockholders’ equity	$	2,370,358	$	682,967

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)


	Year Ended December 31,
	2025		2024		2023
Revenue	$	-	$	-	$	-
Costs and operating (expenses) income
Compensation and benefits	(51,583)		(39,673)		(38,470)
General and administrative	(1,440)		(2,540)		-
(Losses) income from subsidiaries, net of tax	(365,465)		(2,422)		12,936
Total costs and operating expenses	(418,488)		(44,635)		(25,534)
Operating loss	(418,488)		(44,635)		(25,534)
Other income (expense)
Interest expense	(17,667)		-		-
Change in fair value of warrant liability	19,290		-		(243)
Other expense	(405,379)		-		-
Total other expense	(403,756)		-		(243)
Net loss	$	(822,244)	$	(44,635)	$	(25,777)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)


	Years ended December 31
	2025		2024		2023
Cash flows from operating activities
Net loss	$	(822,244)	$	(44,635)	$	(25,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	52,787		42,132		38,470
Equity in losses of subsidiaries	365,465		2,422		(12,936)
Amortization of debt discount and issuance costs	17,667		—		—
Change in fair value of derivative assets	(45,024)		—		—
Change in fair value of warrant liability	(19,290)		—		243
Change in fair value of embedded derivative	450,440		—		—
Changes in operating assets and liabilities	199		81
Net cash provided by operating activities	—		—		—
Cash flows from investing activities
Net cash provided by investing activities	—		—		—
Cash flows from financing activities
Net cash provided by financing activities	—		—		—
Net increase in cash and cash equivalents	—		—		—
Cash and cash equivalents, beginning of the period	—		—		—
Cash and cash equivalents, end of the period	$	—	$	—	$	—


	Years ended December 31
	2025		2024		2023
Supplemental disclosure of noncash investing and financing activities
Issuance of convertible notes	$	1,435,138	$	-	$	-
Reclassification of embedded derivative liability to equity	$	737,019	$	-	$	-
Issuance of warrant liability	$	544,450	$	-	$	-
Issuance of common stock	$	195,474	$	221,695	$	-
Repurchase of common shares for withholding taxes	$	89,600	$	27,641	$	-
Treasury stock reissued for PIPE investment	$	50,000	$	-	$	-

SECURITY DEPOSITS (Tables)

12 Months Ended

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Security Deposits Consisted

The Company’s security deposits consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Oncor Facility Extension security deposits	27,020		18,810
Other deposits	712		972
Total security deposits	$	27,732	$	19,782

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Basis of presentation	The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of consolidation	The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated.
Reclassifications	Certain reclassifications have been made to the prior period’s consolidated financial statements in order to conform to the current period presentation. Such reclassifications are immaterial, individually and in the aggregate, to both current and all previously issued financial statements taken as a whole.
Use of estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of its derivative asset and warrant liability, useful lives and impairment considerations of property and equipment, the asset retirement obligations and the valuation allowance associated with the Company’s deferred tax assets, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in money market accounts.
Restricted cash	Restricted cash primarily relates to proceeds from the 2030 Senior Secured Notes, issued by Cipher Compute LLC, which the Company is restricted from using for general corporate purposes and is using to finance the construction of the Barber Lake Facility. As these funds are being used in the short term to build out the facility before the lease of the facility is expected to commence in September 2026, this restricted cash is classified in current assets on the Company’s consolidated balance sheets. Restricted cash classified as noncurrent on the Company’s consolidated balance sheets represents cash required to be held in a debt service account related to the 2030 Senior Secured Notes, as well as amounts pledged as collateral to Luminant ET Services Company LLC (“Luminant”), and Vistra Operations Company, LLC (“Vistra”), a Luminant affiliate, primarily related to the Luminant Power Agreement (defined below in Note 4. Derivative Asset). Previously these amounts were held by each respective counterparty, and classified in the Company's financials as Security deposits. In September 2024, the Company moved the collateral to a money market account in the Company's name with a bank letter of credit. The collateral restrictions related to the Luminant Power Agreement will lapse upon termination of the agreement.
Concentrations of credit risk	Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Restricted cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits.
Accounts receivable	The Company’s accounts receivable balance consists of amounts due from its only customer, a mining pool operator. Amounts recorded in accounts receivable consist of the block rewards and transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator.
Fair value of financial instruments	The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items.
Bitcoin	Bitcoin are included in current assets on the consolidated balance sheets. Bitcoin received through the Company’s wholly-owned mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin awarded to the Company as distributions-in-kind from equity investees are accounted for in accordance with ASC 845, Nonmonetary Transactions, and recorded at fair value upon receipt. Bitcoin held by the Company are accounted for as intangible assets under ASC 350-60, Crypto Assets (“ASC 350-60”). Intangible assets under the scope of this subtopic are measured at fair value on the Company’s consolidated balance sheets. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company has determined is its principal market for bitcoin (Level 1 inputs). Prior to the adoption of ASU 2023-08 Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), bitcoin was accounted for as an intangible asset subject to impairment. Upon adoption of ASC 350-60 on January 1, 2023, the Company recorded an opening adjustment to retained earnings of $0.2 million. Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows. Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows to the extent bitcoin are sold within seven days of being awarded, and investing cash flows if sold after that period. Any realized gains or losses from such sales are included in costs and operating expenses (income) on the consolidated statements of operations. The receipt of bitcoin as distributions-in-kind from equity investees are included as a noncash activity on the consolidated statements of cash flows. Bitcoin are sold on a first-in-first-out (“FIFO”) basis.
Receivable for bitcoin collateral	Receivable for bitcoin is included in current assets on the consolidated balance sheets. This balance represents bitcoin pledged to counterparties as collateral which can be rehypothecated, and therefore is derecognized from the Company’s bitcoin balance. The receivable is recorded at fair value, with changes in fair value recorded in Other income (expense) on the consolidated statements of operations.
Miners held for sale	Miners held for sale represents the Company’s miners at the Black Pearl Facility which the Company determined meet the criteria to be classified as held for sale as of December 31, 2025. Once assets are classified as held for sale, the Company ceases recording depreciation on those assets. Assets held for sale are measured at the lower of their carrying value or estimated fair value less cost to sell. Upon disposal, the Company recognizes a realized gain or loss equal to the net proceeds received, reduced by any direct selling costs incurred, compared to the carrying value of the assets at the disposal date.
Property and equipment, net	Property and equipment consists primarily of miners and mining equipment, leasehold improvements and construction-in-progress at the Company’s data centers which are held and used, and is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements include capitalized asset retirement costs (see the related Asset Retirement Obligations policy below) and the substation right-of-use asset (further discussed in Note 13. Leases), both of which are amortized over the shorter of the estimated useful life of the related assets, or the related lease. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease. Costs of maintenance, repairs and minor replacements are expensed when incurred. Construction-in-progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service.
Intangible assets, net	Intangible assets, net primarily includes strategic contracts acquired as part of asset acquisitions and relate to certain regulatory approvals related to energizing data centers. Intangible assets also includes capitalized software, which consists of consulting costs related to development of internal-use software. Intangible assets are presented net of the associated accumulated amortization. The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to Intangible assets, net on its consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible.
Impairment of long-lived assets	Management reviews long-lived assets, including leases and investments, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, asset group or investment may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Investment in equity investees	The Company accounts for investments using the equity method of accounting if the investments provide the Company the ability to exercise significant influence, but not control, over its investees. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the common stock of an investee (including a joint venture) shall be initially measured and recorded at cost; however, an investor shall initially measure at fair value an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset at the time that control over the distinct nonfinancial asset is transferred to the equity investee, such as that which occurs upon the transfer of miners and mining equipment to a joint venture from the Company. The Company’s investments are subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of bitcoin from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in losses of equity investees on the Company’s consolidated statements of operations. Additionally, the Company’s interest in the net assets of its equity method investees is reflected on its consolidated balance sheets. If, upon the Company’s contribution of nonfinancial assets to a joint venture, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value.
Asset retirement obligations	Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the construction, development and/or normal operation of a long-lived asset. The Company currently has two asset retirement obligations (“ARO”) recorded related to the construction of the data center and installation of the related electrical infrastructure at the Odessa Facility and the Black Pearl Facility. ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to record the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of activities at the Odessa and Black Pearl Facilities, respectively. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability. In order to determine the fair value of the ARO, the Company’s management made certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective.
Leases	The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). Accordingly, the Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any accrued or prepaid rents and/or unamortized initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company generally uses its incremental borrowing rate, determined based on information available at lease commencement, if rates implicit in its leasing arrangements are not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. ROU assets will be reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. For leases with a term of 12 months or less, any fixed payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception are insignificant. Variable lease costs are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities. ASC 842 provides practical expedients for an entity’s ongoing accounting. The Company elected the practical expedient not to separate lease and non-lease components for all leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes.
Short-term borrowings and Long-term borrowings, net	Short-term borrowings includes debt with maturity dates less than one year. The Company has elected the fair value option for debt denominated in bitcoin. The change in fair value for bitcoin-denominated debt is recorded in Other income (expense). Long-term borrowings, net represents the Company’s convertible senior notes and senior secured notes. The Company records the aggregate principal amount of each of its long-term debt instruments as a liability on the balance sheet, offset by the instrument’s issuance costs. The issuance costs are amortized to interest expense using the effective interest rate method over the expected term of each instrument. For the Company’s convertible notes due in 2031, the Company determined the embedded conversion feature did not meet the criteria for equity classification and therefore needs to be accounted for as a derivative liability measured at fair value.
Redeemable noncontrolling interest	Redeemable noncontrolling interest represent a 47% noncontrolling ownership in Colchis, variable interest entity (“VIE”), and a consolidated subsidiary of the Company. The entity is deemed a VIE as it does not have sufficient equity-at-risk to finance its activities. As the managing member, the Company has the power to direct the activities that most significantly impact Colchis’s economic performance. Accordingly, the Company was determined to be the primary beneficiary of the VIE and therefore consolidates the entity in its consolidated financial statements. Redeemable noncontrolling interests are presented outside of permanent equity on the consolidated balance sheets as they are redeemable by the holders of the noncontrolling interest and the redemption is outside the control of the Company. The redeemable noncontrolling interests were initially recorded at their issuance date fair value of $30.3 million. The Company subsequently measures the carrying amount of the redeemable noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. For interests that are redeemable in the future, we recognize changes in the redemption value immediately as they occur.
Common stock warrants	As part of the business combination with Good Works Acquisition Corp. (“GWAC”), the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). No Public Warrants and Private Placement Warrants were outstanding as of December 31, 2025. See Note 18. Warrants for additional information on the Public Warrants and Private Placement Warrants. On September 24, 2025, as consideration for Google agreeing to backstop certain obligations of Fluidstack in connection with the Barber Lake Facility lease, the Company entered into a warrant agreement with Google (the “Google Warrant Agreement”). The Google Warrants have an exercise period beginning on the commencement date of the Barber Lake Facility lease and expiring on September 24, 2030. The Google Warrants are recorded at fair value in Warrant liability on the Company’s consolidated balance sheets and changes in the fair value are recorded in Change in fair value of warrant liability on the Company’s consolidated statement of operations.
Treasury stock	Treasury share purchases obtained through share withholdings for taxes are recorded at par value.
Revenue recognition	The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: •Step 1: Identify the contract with the customer •Step 2: Identify the performance obligations in the contract •Step 3: Determine the transaction price •Step 4: Allocate the transaction price to the performance obligations in the contract •Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: •Variable consideration •Constraining estimates of variable consideration •The existence of a significant financing component in the contract •Noncash consideration •Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time. The Company enters into bitcoin mining pools by executing a contract, as amended from time to time, with a mining pool operator to provide computing power to the mining pool. Providing computing power to a mining pool operator for the purpose of cryptocurrency transaction verification is an output of the Company’s ordinary activities. The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancellation terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with the option to renew for successive contract terms of 24 hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. The Company elected the optional exemption to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator, its customer. In exchange for providing computing power pursuant to the pool’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin, measured under the Full Pay Per Share (“FPPS”) approach for all current pools the Company participates in. Under the FPPS approach, the Company is entitled to a fractional share of the fixed bitcoin award from the mining pool operator (referred to as a “block reward”) and potentially transaction fees generated from (paid by) blockchain users and distributed (paid out) to individual miners by the mining pool operator. The Company’s fractional share of the block reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm, over the contract term. The Company is entitled to its relative share of consideration even if a block is not successfully placed. In other words, the Company receives consideration once after the end of each 24-hour contract period, regardless of whether the pool successfully places a block. The Company proportionate share of transaction fees is based on the Company’s contributed share of hashrate as a percentage of total network hashrate during the contract term. The mining pool operator calculates block rewards under the FPPS approach described above and may charge a pool fee for maintenance of the pool that reduces the amount of block rewards to which the Company is entitled. After every 24-hour contract term, the Company receives a payout and the pool transfers the bitcoin consideration to the Company’s designated bitcoin wallet. Noncash consideration is measured at fair value at contract inception, 0:00:00 UTC. Fair value of the bitcoin consideration is determined using the quoted price on the Company’s principal market for bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue over the contract term as hashrate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration. Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of bitcoin to which the Company is entitled becomes known.
Cost of revenue	Cost of revenue consists primarily of direct production costs of bitcoin mining operations, which consists mainly of electricity expenses, but excludes depreciation which is separately stated.
Share-based compensation	The Company accounts for all share-based payments to employees, consultants and directors, which may include grants of stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. As of December 31, 2025, the Company has awarded only RSUs with service-based vesting conditions (“Service-Based RSUs”) and performance-based RSUs with market-based vesting conditions (“Performance-Based RSUs”). Compensation expense for all awards is amortized based upon a graded vesting method over the estimated requisite service period. All share-based compensation expenses are recorded in general and administrative expense in the consolidated statements of operations. Forfeitures are recorded as they occur. See also Note 19. Share-Based Compensation below. The fair value of Service-Based RSUs is the closing market price of Common Stock on the date of the grant. The Company employs a Monte Carlo simulation technique to calculate the fair value of the Performance-Based RSUs on the date granted based on the average of the future simulated outcomes. The Performance-Based RSUs contain different market-based vesting conditions that are based upon the achievement of certain market capitalization milestones. Under the Monte Carlo simulation model, a number of variables and assumptions are used including, but not limited to, the underlying price of Common Stock, the expected stock price volatility over the term of the award, a correlation coefficient, and the risk-free rate. The Performance-Based RSUs awarded do not have an explicit requisite service period, therefore compensation expense is recorded over a derived service period based upon the estimated median time it will take to achieve the market capitalization milestone using a Monte Carlo simulation.
Income taxes	The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2025 and December 31, 2024, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions recorded as of December 31, 2025 or December 31, 2024, and no amounts have been recognized in the Company’s consolidated statements of operations. The Company files income tax returns in the United States federal tax jurisdiction and various state jurisdictions. The Company did not have any foreign operations during any periods presented in these consolidated financial statements. All of the Company’s tax years since inception are open for examination by the federal and state tax authorities and will remain open to the extent that the Company’s tax attributes are utilized in future years to offset income or income taxes. The Company is not aware of any tax examinations currently taking place.
Segment information	Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, Bitcoin Mining.
Earnings per share	Basic earnings (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potentially dilutive common shares consist of the Company’s outstanding warrants to purchase Common Stock, potential shares of common stock issuable upon conversion of the convertible notes are computed using the if-converted method, as well as unvested restricted stock units (“RSUs”). The dilutive effect of RSUs is calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. The Company’s potentially dilutive common shares have been excluded from the computation of diluted net loss per common share when the effect would be to reduce the net loss per common share, or increase the net income per common share.
Recently adopted and issued accounting pronouncements	The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. Recently adopted accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 seeks to improve transparency if income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on January 1, 2025. The Company adopted ASU 2023-09 effective January 1, 2025, reflecting the additional required disclosures on a prospective basis within Note 22. Income Taxes. In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU seeks to provide clarity if profits interest awards are in scope for Topic 718 or Topic 720. This ASU is effective for the Company January 1, 2025. The Company adopted this standard on January 1, 2025 and it did not have a significant impact on its consolidated financial statements. Recently issued accounting pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 seeks to improve disclosures around expenses and provide more detail to investors about certain times of expenses in commonly presented captions. The updated guidance is effective for the Company on January 1, 2027. The Company is currently evaluating the impact this amended guidance may have on the notes to its consolidated financial statements. In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. ASU 2024-04 seeks to improve the relevance and consistency in application of Subtopic 470-20 around when the terms of convertible debt instruments are changed to incentivize conversion. The updated guidance is effective for the Company on January 1, 2026. The Company is currently evaluating the impact of ASU 2024-04 and does not expect the adoption of this ASU to have a material impact on its financial statements and disclosures.

FAIR VALUE MEASUREMENTS - Schedule of Change in the Fair Value (Details) - Google warrants $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 0
Fair value of warrants as of issuance date	544,450
Change in fair value	$ (19,290)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of warrant liability
Balance, end of period	$ 525,160

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Provision

The components of the Company’s income tax provision are listed below (in thousands):


	Year Ended December 31,
	2025		2024		2023
Current:
State	$	956	$	1,255	$	201
Total current	956		1,255		201
Deferred:
Federal	$	(4,269)	$	(937)	$	3,366
Total deferred	(4,269)		(937)		3,366
Income tax provision	$	(3,313)	$	318	$	3,567

Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Expense for Income Taxes

the reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes for the year ended December 31, 2025 is shown below (in thousands, except for percentages):


	Amount		Percent
Tax expense (benefit) at the U.S. statutory rate	$	(173,367)	21.0	%
State income taxes, net of federal income tax effect	761		(0.1)	%
Nontaxable or nondeductible items
Stock compensation	(29,200)		3.5	%
162m limitations	32,192		(3.9)	%
MTM adjustments	82,931		(10.0)	%
Non-deductible interest on convertible debt	3,812		(0.5)	%
Investment in joint ventures	(409)		0.0	%
Other permanent differences	27		0.0	%
Other adjustments	(5)		0.0	%
Change in valuation allowance	79,945		(9.7)	%
Income tax provision	$	(3,313)	0.3	%

The reconciliation of taxes as the federal statutory rate to our provision for (benefit from) income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:


	Year Ended December 31,
	2024		2023
Income tax benefit at federal statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	(2.3)	%	(0.7)	%
162m limitations	(20.3)	%	(5.3)	%
Stock compensation	9.7	%	(30.3)	%
Permanent differences	(0.1)	%	(0.5)	%
Difference and changes in tax rates	—	%	—	%
RTP and other	2.5	%	(16.2)	%
Change in valuation allowance	(11.2)	%	16.1	%
Income tax provision	(0.7)	%	(15.9)	%

Schedule of Cash Paid for Income Taxes, Net of Refunds

Under adoption of ASU 2023-09, cash paid for income taxes, net of refunds for the year ended December 31, 2025 was as follows:


	Year Ended December 31,
	2025
Federal	$	—
State
Texas	798
New York	(259)
Other States	16
Foreign	—
Total cash paid for income taxes, net of refunds	$	555

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows:


	Year Ended December 31,
	2025		2024
Deferred tax assets:
Net operating loss carryforwards	$	51,187	$	25,521
Share-based compensation	4,386		2,117
Accruals and other temporary differences	2,588		3,517
Intangible assets	3,385		3,432
Lease liability	3,777		5,113
Property and equipment, net	47,646		5,440
Bitcoin holdings	3,451		—
Non-deductible interest	—		59
Gross deferred tax assets	116,420		45,199
Valuation allowance	(95,054)		(13,461)
Net deferred tax assets	21,366		31,738
Deferred tax liabilities:
Right-of-use asset	(4,725)		(5,305)
Derivatives	(12,176)		(18,316)
Joint venture investments	(4,465)		(9,430)
Bitcoin holdings	—		(2,956)
Property and equipment, net	—		—
Gross deferred tax liabilities	(21,366)		(36,007)
Net deferred tax liabilities	$	—	$	(4,269)

STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2025
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY As of December 31, 2025, 1,010,000,000 shares with a par value of $0.001 per share are authorized, of which 1,000,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”). Common Stock Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of the issuance of these consolidated financial statements, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock, for which there currently are none outstanding. During the year ended December 31, 2025, the Company issued 10,084,960 shares of Common Stock to officers, employees and consultants in settlement of an equal number of fully vested RSUs awarded to these individuals, 4,706,682 shares of Common Stock upon the vesting and settlement of performance-based stock awards, and 358,206 shares of Common Stock to directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”). The Company immediately repurchased 6,901,249 of these shares of Common Stock from officers and employees, with a fair value of approximately $89.6 million, to cover taxes related to the settlement of vested RSUs and PSUs, as permitted by the Incentive Award Plan. The Company placed the repurchased shares in treasury stock. At-the-Market Sales Agreement On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the “Registration Statement”). On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an “Original Agent” and, together, the “Original Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of its Common Stock, for aggregate gross proceeds of up to $250.0 million. The offering and sale of up to $250.0 million of the shares has been registered under the Registration Statement, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on August 4, 2023 (the “Prospectus Supplement”). On March 6, 2024, the Company entered into an amendment (the “Amendment”) to the Sales Agreement (as amended, the “Amended Sales Agreement”) by and among the Original Agents, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (“Virtu”). The Amendment modifies the Sales Agreement to include Stifel and Virtu as additional agents under the Amended Sales Agreement. On March 6, 2024, the Company also filed an amendment to the Prospectus Supplement (i) increasing the dollar amount of shares available to be sold pursuant to the Amended Sales Agreement, to $296,560,661, which consists of $96,560,661 remaining as originally authorized under the Prospectus Supplement and an additional $200,000,000, and (ii) including Stifel and Virtu as additional agents. On September 3, 2024, the Company amended and restated the Amended Sales Agreement (as amended and restated, the “Amended and Restated Sales Agreement”) with the Original Agents, Keefe, Bruyette & Woods, Inc. (“KBW”), Virtu and BTIG, LLC (“BTIG”) (each, an “Agent” and, together, the “Agents”). The Amended and Restated Sales Agreement modified the Amended Sales Agreement to, among other things, include BTIG as an additional Agent under the Amended and Restated Sales Agreement and to replace Stifel with KBW as an Agent under the Amended and Restated Sales Agreement. Pursuant to the Amended and Restated Sales Agreement, the Company may offer and sell, from time to time through or to the Agents, shares of the Company’s Common Stock, for aggregate gross proceeds of up to $725.7 million (the “Shares”), which consists of up to $600.0 million of Shares, which can be issued and sold pursuant to the Company’s shelf registration statement on Form S-3ASR, filed with the SEC on September 3, 2024, which became immediately effective upon filing, and a prospectus supplement dated September 3, 2024, filed by the Company with the SEC. Pursuant to the Amended and Restated Sales Agreement, the Agent selected by the Company (such Agent, the “Designated Agent”) may sell the Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the Shares under the Amended and Restated Sales Agreement and may at any time suspend or terminate the offering of the Shares pursuant to the Amended and Restated Sales Agreement upon notice and subject to other conditions. The Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by it, on mutually agreed terms between the Agents and the Company. Under the terms of the Amended and Restated Sales Agreement, the Company agreed to pay the Designated Agent a commission up to 3.0% of the aggregate gross proceeds from any Shares sold through such Designated Agent pursuant to the Amended and Restated Sales Agreement. In addition, the Company agreed to reimburse certain expenses incurred by the Agents in connection with the Amended and Restated Sales Agreement. During the year ended December 31, 2025, in connection with the Amended and Restated Sales Agreement, the Company received proceeds of $195.5 million, net of issuance costs, from the sale of 33,268,137 shares of common stock, with an average net selling price of $5.88 per share.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

ASSET RETIREMENT OBLIGATIONS - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Asset Retirement Obligation [Line Items]
Asset retirement obligation	$ 33,696		$ 20,282	$ 18,394
Asset Retirement Obligation, Black Pearl Facility
Asset Retirement Obligation [Line Items]
Asset retirement obligation		$ 10,700

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Financial Assets And Liabilities Measurement on Recurring Basis

The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands):


	Fair Value Measured as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	535,085	$	-	$	-	$	535,085
Restricted cash
Money market securities	2,035,631		-		-		2,035,631
Bitcoin	125,400		-		-		125,400

Accounts receivable	687		-		-		687


Derivative asset	-		-		56,810		56,810

	$	2,696,803	$	-	$	56,810	$	2,753,613
Liabilities included in:

Warrant liability	-		-		525,160		525,160
	$	-	$	-	$	525,160	$	525,160


	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	4,314	$	-	$	-	$	4,314
Restricted cash
Money market securities	14,392		-		-		14,392
Bitcoin	92,651		-		-		92,651
Receivable for bitcoin collateral	-		32,248		-		32,248
Accounts receivable	596		-		-		596
Derivative assets	-		-		85,670		85,670
	$	111,953	$	32,248	$	85,670	$	229,871
Liabilities included in:
Short-term borrowings
Bitcoin loan payable	$	7,330	$	-	$	-	$	7,330
	$	7,330	$	-	$	-	$	7,330

Schedule of Financial Assets and Liabilities Not Subject to Fair Value Measurement on Recurring Basis

The Company’s financial assets and liabilities not subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands):


	December 31, 2025
	Total carrying value		Level 1		Level 2		Level 3		Total
Liabilities included in:
Long-term borrowings
2030 Convertible Notes	$	167,643	$	-	$	591,768	$	-	$	591,768
2031 Convertible Notes	$	870,842	$	-	$	1,547,533	$	-	$	1,547,533
2030 Senior Secured Notes	$	1,673,163	$	-	$	1,769,514	$	-	$	1,769,514
	$	2,711,648	$	-	$	3,908,815	$	-	$	3,908,815

Schedule of Changes in the Estimated Fair Value of Power Purchase Agreement

The following table presents the changes in the estimated fair value of the power purchase agreement measured using significant unobservable inputs (Level 3) for the year ended December 31, 2025 and 2024 (amounts in thousands):


	Year Ended December 31,
	2025		2024
Opening balance	$	85,670	$	93,591
Change in fair value	(28,860)		(7,921)
Ending balance	$	56,810	$	85,670

Schedule of Assumptions Utilized in Valuations

The following table presents significant assumptions utilized in the valuations of the Google Warrants as of the date indicated:


			December 31, 2025
Risk-free rate			3.54%
Dividend yield rate			0.00%
Volatility			107.00%
Contractual term (in years)			4.75

Schedule of Change in the Fair Value

The following table presents changes in the estimated fair value of the Google Warrants (amounts in thousands):






Balance as of December 31, 2024	—
Fair value of warrants as of issuance date	544,450
Change in fair value	(19,290)
Balance as of December 31, 2025	$	525,160

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 31, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Commitments with suppliers	$ 713.5

INCOME TAXES - Schedule of Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Provision (Benefit) for Income Taxes (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit at federal statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(0.10%)	(2.30%)	(0.70%)
162m limitations		(20.30%)	(5.30%)
Stock compensation	3.50%	9.70%	(30.30%)
Permanent differences		(0.10%)	(0.50%)
Difference and changes in tax rates		0.00%	0.00%
RTP and other	0.00%	2.50%	(16.20%)
Change in valuation allowance	(9.70%)	(11.20%)	16.10%
Income tax provision	0.30%	(0.70%)	(15.90%)

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured at fair value are classified and disclosed in one of the following categories based on the inputs used to derive the fair value:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable


	Fair Value Measured as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	535,085	$	-	$	-	$	535,085
Restricted cash
Money market securities	2,035,631		-		-		2,035,631
Bitcoin	125,400		-		-		125,400

Accounts receivable	687		-		-		687


Derivative asset	-		-		56,810		56,810

	$	2,696,803	$	-	$	56,810	$	2,753,613
Liabilities included in:

Warrant liability	-		-		525,160		525,160
	$	-	$	-	$	525,160	$	525,160


	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	4,314	$	-	$	-	$	4,314
Restricted cash
Money market securities	14,392		-		-		14,392
Bitcoin	92,651		-		-		92,651
Receivable for bitcoin collateral	-		32,248		-		32,248
Accounts receivable	596		-		-		596
Derivative assets	-		-		85,670		85,670
	$	111,953	$	32,248	$	85,670	$	229,871
Liabilities included in:
Short-term borrowings
Bitcoin loan payable	$	7,330	$	-	$	-	$	7,330
	$	7,330	$	-	$	-	$	7,330


	December 31, 2025
	Total carrying value		Level 1		Level 2		Level 3		Total
Liabilities included in:
Long-term borrowings
2030 Convertible Notes	$	167,643	$	-	$	591,768	$	-	$	591,768
2031 Convertible Notes	$	870,842	$	-	$	1,547,533	$	-	$	1,547,533
2030 Senior Secured Notes	$	1,673,163	$	-	$	1,769,514	$	-	$	1,769,514
	$	2,711,648	$	-	$	3,908,815	$	-	$	3,908,815

There were no financial assets and liabilities not subject to fair value measurement on a recurring basis as of December 31, 2024.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Power purchase agreement

The Company’s power purchase agreement, related to the Luminant Power Agreement, is divided between current and noncurrent assets, and was initially recorded on its consolidated balance sheets on the derivative asset’s effective date of July 1, 2022, with an offsetting amount recorded to change in fair value of derivative asset in costs and operating expenses on the consolidated statements of operations. Subsequent changes in fair value are also recorded to Change in fair value of derivative asset. The Luminant Power Agreement was not designated as a hedging instrument. The estimated fair value of the Company’s derivative asset was derived from Level 2 and Level 3 inputs (i.e., unobservable inputs) due to a lack of quoted prices for similar type assets and as such, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years, and a remaining term of approximately 1.6 years. The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 4.80% and 5.96% as of December 31, 2025 and December 31, 2024, respectively, and include observable market inputs, but also include unobservable inputs based on qualitative judgment related to company-specific risk factors. Unrealized gains and losses associated with the derivative asset within the Level 3 category include changes in fair value that were attributable to amendments to the Luminant Power Agreement, changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions).


	Year Ended December 31,
	2025		2024
Opening balance	$	85,670	$	93,591
Change in fair value	(28,860)		(7,921)
Ending balance	$	56,810	$	85,670

Level 3 liabilities

Google Warrants

The Company’s Google Warrants (as defined in Note 18. Warrants) were classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market. The valuation of the

Google Warrants used assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The initial valuation of the Google Warrants was recorded to Warrant liability on the Company’s consolidated balance sheets, and subsequent changes in fair value are also recorded to Change in fair value of warrant liability in the Company’s consolidated statements of operations.

The Company engaged a third-party valuation firm to determine the fair value of the Google Warrants using a Black-Scholes option-pricing model and the quoted price of Common Stock. The following table presents significant assumptions utilized in the valuations of the Google Warrants as of the date indicated:


			December 31, 2025
Risk-free rate			3.54%
Dividend yield rate			0.00%
Volatility			107.00%
Contractual term (in years)			4.75

The following table presents changes in the estimated fair value of the Google Warrants (amounts in thousands):






Balance as of December 31, 2024	—
Fair value of warrants as of issuance date	544,450
Change in fair value	(19,290)
Balance as of December 31, 2025	$	525,160

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Depreciation	$ 199,000	$ 102,400	$ 59,100
Accretion expense	2,671	1,888	1,700
Impairment of long-lived assets	45,317	$ 0	$ 0
Loss on disposal of miners deemed beyond repair	29,400
Black Pearl Facility
Property Plant And Equipment [Line Items]
Construction-in-progress	276,500
Construction in progress, placed in service	$ 144,800

WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 24, 2025	Dec. 31, 2025	Nov. 26, 2025	Dec. 31, 2024
Subsidiary Sale Of Stock [Line Items]
Common stock entitled to purchase (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50
Other noncurrent assets		$ 561,995		$ 3,958
Private placement warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding (in shares)		0
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Common stock entitled to purchase (in shares)			0.2687
Warrant outstanding (in shares)		0
Google warrants
Subsidiary Sale Of Stock [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.01
Warrants to purchase (in shares)	24,178,576
Warrant value threshold	$ 430,000
Other noncurrent assets		$ 544,500

DEBT - Schedule of Future Principal Payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Debt Instrument [Line Items]
Total principal of long-term borrowings	$ 3,205,500
2030 Senior Secured Notes \| Senior Notes
Debt Instrument [Line Items]
2026	37,793
2027	152,305
2028	156,874
2029	161,580
2030	1,224,448
Thereafter	0
Total principal of long-term borrowings	$ 1,733,000

SHARE-BASED COMPENSATION - Schedule of Unvested RSU Activity (Details) - Service-based RSUs	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Number of Shares
Unvested, beginning balance (in shares) \| shares	15,922,220
Granted (in shares) \| shares	4,805,472
Vested (in shares) \| shares	(10,084,960)
Unvested, ending balance (in shares) \| shares	10,642,732
Weighted Average Grant Date Fair Value
Unvested, beginning balance (in dollars per share) \| $ / shares	$ 2.65
Granted (in dollars per share) \| $ / shares	5.83
Vested (in dollars per share) \| $ / shares	2.79
Unvested, ending balance (in dollars per share) \| $ / shares	$ 3.95

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS

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


	December 31, 2025		December 31, 2024
ASSETS
Prepaid expenses and other current assets	$	96	$	—
Total current assets	96		—
Investment in subsidiaries	1,825,812		682,967
Other noncurrent assets	544,450		—
Total assets	$	2,370,358	$	682,967
LIABILITIES, AND STOCKHOLDERS’ EQUITY
Due to subsidiaries	$	81	$	81
Accrued expenses and other current liabilities	1,097		933
Warrant liability	525,160		—
Total current liabilities	526,338		1014
Long-term borrowings, net	1,038,485		—
Total liabilities	1,564,823		1,014
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024	—		—
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively	412		361
Additional paid-in capital	1,808,786		863,015
Accumulated deficit	(1,003,656)		(181,412)
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively	(7)		(11)
Total stockholders’ equity	805,535		681,953
Total liabilities, and stockholders’ equity	$	2,370,358	$	682,967

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)


	Year Ended December 31,
	2025		2024		2023
Revenue	$	-	$	-	$	-
Costs and operating (expenses) income
Compensation and benefits	(51,583)		(39,673)		(38,470)
General and administrative	(1,440)		(2,540)		-
(Losses) income from subsidiaries, net of tax	(365,465)		(2,422)		12,936
Total costs and operating expenses	(418,488)		(44,635)		(25,534)
Operating loss	(418,488)		(44,635)		(25,534)
Other income (expense)
Interest expense	(17,667)		-		-
Change in fair value of warrant liability	19,290		-		(243)
Other expense	(405,379)		-		-
Total other expense	(403,756)		-		(243)
Net loss	$	(822,244)	$	(44,635)	$	(25,777)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)


	Years ended December 31
	2025		2024		2023
Cash flows from operating activities
Net loss	$	(822,244)	$	(44,635)	$	(25,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	52,787		42,132		38,470
Equity in losses of subsidiaries	365,465		2,422		(12,936)
Amortization of debt discount and issuance costs	17,667		—		—
Change in fair value of derivative assets	(45,024)		—		—
Change in fair value of warrant liability	(19,290)		—		243
Change in fair value of embedded derivative	450,440		—		—
Changes in operating assets and liabilities	199		81
Net cash provided by operating activities	—		—		—
Cash flows from investing activities
Net cash provided by investing activities	—		—		—
Cash flows from financing activities
Net cash provided by financing activities	—		—		—
Net increase in cash and cash equivalents	—		—		—
Cash and cash equivalents, beginning of the period	—		—		—
Cash and cash equivalents, end of the period	$	—	$	—	$	—


	Years ended December 31
	2025		2024		2023
Supplemental disclosure of noncash investing and financing activities
Issuance of convertible notes	$	1,435,138	$	-	$	-
Reclassification of embedded derivative liability to equity	$	737,019	$	-	$	-
Issuance of warrant liability	$	544,450	$	-	$	-
Issuance of common stock	$	195,474	$	221,695	$	-
Repurchase of common shares for withholding taxes	$	89,600	$	27,641	$	-
Treasury stock reissued for PIPE investment	$	50,000	$	-	$	-

INTRODUCTION AND BASIS OF PRESENTATION

CDI is the sole managing member of Cipher Mining Technologies Inc. (“CMTI”), which, through its indirect subsidiary, Cipher Compute, issued the 2030 Senior Secured Notes. CDI is limited in its ability to receive distributions (including for the purposes of paying general corporate expenses) from Cipher Compute. The accompanying financial statements (the “Parent Company Only Financial Statements”) should be read in conjunction with the consolidated financial statements and notes thereto of Cipher Digital Inc. For purposes of these condensed financial statements, the Company’s wholly-owned subsidiaries are accounted for using the equity method of accounting.

WARRANTS	12 Months Ended
WARRANTS	Dec. 31, 2025
Other Liabilities Disclosure [Abstract]
WARRANTS	WARRANTS The Company assumed Common Stock warrants that were originally issued in the Good Works Acquisition Corp (“GWAC”) initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). The Public and Private Placement Warrants entitled the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. There were no Private Warrants outstanding as of December 31, 2025. On November 26, 2025, the Company delivered a notice of redemption to redeem all of its outstanding Public Warrants. Upon delivery of the notice of redemption, all Public Warrants were exercised on a “cashless basis.” Accordingly, the payment obligation of exercising holders’ under the Public Warrants was netted against the shares otherwise due upon exercise and the exercising warrant holders received 0.2687 of a share of Common Stock for each Warrant surrendered for exercise. As a result, no Public Warrants were outstanding as of December 31, 2025. On September 24, 2025, as consideration for Google agreeing to backstop certain obligations of Fluidstack in connection with the Barber Lake Facility lease, the Company entered into the Google Warrant Agreement, pursuant to which the Company issued to Google warrants to purchase 24,178,576 shares (the “Warrant Shares”) of the Company’s Common Stock for an exercise price of $0.01 per share of Common Stock (the “Google Warrants”). The Google Warrants have an exercise period beginning on the commencement date of the Barber Lake Facility lease and expiring on September 24, 2030. Additionally, if, on the business day prior to the beginning of the exercise period under the Google Warrant Agreement, the value of the Warrant Shares does not equal or exceed $430.0 million, the Company shall be obligated to issue additional Warrant Shares and/or make a cash payment equal in the aggregate to such shortfall amount on the terms set forth in the Warrant Agreement. The Google Warrants are recorded at fair value in Warrant liability on the Company’s consolidated balance sheets and changes in the fair value are recorded in Change in fair value of warrant liability on the Company’s consolidated statements of operations. The Company recorded an asset of $544.5 million in Other noncurrent assets on the consolidated balance sheets at the fair value of the Google Warrants at issuance to represent the value of Google agreeing to make the lease payments from Fluidstack in the event of Fluidstack not fulfilling its obligations under the lease. The Company will amortize this asset over the life of the lease on a straight-line basis to recognize the benefit over the term of the benefit derived from the backstop.

LEASES

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

LEASES

Barber Lake Facility Lease

On September 24, 2025, the Company’s subsidiary Cipher Barber Lake LLC (“Cipher Barber Lake”) entered into a lease with Fluidstack USA II Inc. (“Fluidstack”) which provides for the development of a data center facility on, and lease of the Barber Lake Facility (the “Barber Lake Facility Lease”) for HPC. The Company expects to deliver the facility to Fluidstack by September 2026. Fluidstack’s obligations to pay rent under the lease begin on the commencement dates of the lease and will continue for a 10-year term, as well as for the two five-year extension options, as applicable. As part of the Barber Lake Facility Lease, the Company is required to provide certain services for the data center including supplying power, environmental controls, physical security and connectivity products to Fluidstack, and failure to provide these services may result in additional costs under the lease.

Odessa Facility Lease

The Company entered into a series of agreements with affiliates of Luminant, including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 and August 23, 2023 (as amended and restated, the “Luminant Lease Agreement”). The Luminant Lease Agreement leases a plot of land to the Company for the data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) of the Odessa Facility. The Company entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its Odessa Facility operations. The Company determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values. The Combined Luminant Lease Agreement is classified as a finance lease.

The Combined Luminant Lease Agreement commenced on November 22, 2022 and has an initial term of five years, with renewal provisions that are aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates.

At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market.

Black Pearl Facility Lease

The Company and its wholly-owned subsidiary, Cipher Black Pearl LLC (“Black Pearl”), assumed a lease for an approximately 75 acre plot of land in Winkler County, Texas in December 2023, for the purpose of constructing a data center, and ancillary infrastructure to construct the Black Pearl Facility. The initial term of the lease is ten years, and includes four consecutive renewal options for ten years each.

Reveille Facility Lease

The Company and its wholly-owned subsidiary, Cipher Reveille LLC (“Reveille”), assumed a lease for up to 52 acres of land in LaSalle, Texas, in October 2024 for the purpose of constructing a data center, and ancillary infrastructure to construct the Reveille Facility. The initial term of the lease is ten years, and includes two consecutive renewal options for ten years each.

Office and warehouse leases

The Company leases office space for its headquarters in New York, New York, and office space in Charleston, South Carolina, and Denver, Colorado.

In April 2025, the Company entered into a commercial lease for a warehouse in Odessa, Texas.

All of the Company's office leases are classified as operating leases.

Additional lease information

Components of the Company’s lease expenses are as follows (in thousands):


	Year Ended December 31,
		2025		2024		2023
Finance leases:
Amortization of ROU assets (1)		$	3,044	$	3,043	$	3,110
Interest on lease liability		1,036		1,430		1,940
Total finance lease expense		4,080		4,473		5,050
Operating leases:
Operating lease expense		2,642		2,167		1,955
Total operating lease expense		2,642		2,167		1,955
Total lease expense		$	6,722	$	6,640	$	7,005
(1)Amortization of finance lease ROU asset is included within depreciation expense.

The Company did not incur any variable lease costs during any of the periods presented.

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Year Ended December 31,
		2025		2024		2023
Operating cash flows - operating lease		$	4,079	$	2,138	$	1,655
Right-of-use asset obtained in exchange for operating lease liabilities		491		$	6,733	$	2,812


	December 31, 2025			December 31, 2024
Weighted-average remaining lease term – finance lease (in years)	1.7			2.7
Weighted-average remaining lease term – operating lease (in years)	7.3			8.0
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	8.0		%	8.0		%
Finance lease ROU assets(1)	$	5,073		$	8,117

(1)As of December 31, 2025, the Company recorded accumulated amortization of $7.4 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets.

As of December 31, 2025, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease		Operating Lease		Total
Year Ended December 31, 2026	4,834		2,485		7,319
Year Ended December 31, 2027	3,223		2,496		5,719
Year Ended December 31, 2028	—		2,279		2,279
Year Ended December 31, 2029	—		1,105		1,105
Year Ended December 31, 2030	—		204		204
Thereafter	—		6,602		6,602
Total lease payments	8,057		15,171		23,228
Less present value discount	(726)		(4,895)		(5,621)
Total	$	7,331	$	10,276	$	17,607

LEASES

Barber Lake Facility Lease

Odessa Facility Lease

Black Pearl Facility Lease

Reveille Facility Lease

Office and warehouse leases

The Company leases office space for its headquarters in New York, New York, and office space in Charleston, South Carolina, and Denver, Colorado.

In April 2025, the Company entered into a commercial lease for a warehouse in Odessa, Texas.

All of the Company's office leases are classified as operating leases.

Additional lease information

Components of the Company’s lease expenses are as follows (in thousands):


	Year Ended December 31,
		2025		2024		2023
Finance leases:
Amortization of ROU assets (1)		$	3,044	$	3,043	$	3,110
Interest on lease liability		1,036		1,430		1,940
Total finance lease expense		4,080		4,473		5,050
Operating leases:
Operating lease expense		2,642		2,167		1,955
Total operating lease expense		2,642		2,167		1,955
Total lease expense		$	6,722	$	6,640	$	7,005
(1)Amortization of finance lease ROU asset is included within depreciation expense.

The Company did not incur any variable lease costs during any of the periods presented.

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Year Ended December 31,
		2025		2024		2023
Operating cash flows - operating lease		$	4,079	$	2,138	$	1,655
Right-of-use asset obtained in exchange for operating lease liabilities		491		$	6,733	$	2,812


	December 31, 2025			December 31, 2024
Weighted-average remaining lease term – finance lease (in years)	1.7			2.7
Weighted-average remaining lease term – operating lease (in years)	7.3			8.0
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	8.0		%	8.0		%
Finance lease ROU assets(1)	$	5,073		$	8,117

As of December 31, 2025, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease		Operating Lease		Total
Year Ended December 31, 2026	4,834		2,485		7,319
Year Ended December 31, 2027	3,223		2,496		5,719
Year Ended December 31, 2028	—		2,279		2,279
Year Ended December 31, 2029	—		1,105		1,105
Year Ended December 31, 2030	—		204		204
Thereafter	—		6,602		6,602
Total lease payments	8,057		15,171		23,228
Less present value discount	(726)		(4,895)		(5,621)
Total	$	7,331	$	10,276	$	17,607

SEGMENT REPORTING - Schedule of Total Revenues, Significant Expenses, Operating Income and Net Income by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue - bitcoin mining	$ 223,942	$ 151,270	$ 126,842
Costs and operating (expenses) income
Cost of revenue	(81,216)	(62,364)	(50,309)
Depreciation and amortization	(198,973)	(102,448)	(59,093)
Change in fair value of power purchase agreement	(28,860)	(7,921)	26,836
Unrealized (losses) gains on fair value of bitcoin	(41,603)	11,313	3,299
Realized gains on sale of bitcoin	7,126	51,548	7,739
Equity in losses of equity method investees	(20,822)	(384)	(2,530)
Operating loss	(421,563)	(43,699)	(20,115)
Interest income	19,479	3,384	164
Interest expense	(36,559)	(1,708)	(1,999)
Loss before taxes	(825,557)	(44,317)	(22,210)
Bitcoin Mining
Segment Reporting Information [Line Items]
Revenue - bitcoin mining	223,942	151,270	126,842
Costs and operating (expenses) income
Cost of revenue	(81,216)	(62,364)	(50,309)
Depreciation and amortization	(198,973)	(102,448)	(59,093)
Change in fair value of power purchase agreement	(28,860)	(7,921)	26,836
Unrealized (losses) gains on fair value of bitcoin	(41,603)	11,313	3,299
Realized gains on sale of bitcoin	7,126	51,548	7,739
Equity in losses of equity method investees	(20,822)	(384)	(2,530)
Other segment items	(165,646)	8,738	12,296
Segment operating income (loss)	(306,052)	49,752	65,080
Adjustments	(115,511)	(93,451)	(85,195)
Operating loss	(421,563)	(43,699)	(20,115)
Interest income	19,479	3,384	164
Interest expense	(36,559)	(1,708)	(1,999)
Other non-operating items	(386,914)	(2,294)	(260)
Loss before taxes	$ (825,557)	$ (44,317)	$ (22,210)

DEBT - Narrative (Details)					12 Months Ended
DEBT - Narrative (Details)	Nov. 24, 2025 USD ($)	Oct. 30, 2025 USD ($)	Sep. 30, 2025 USD ($) day $ / shares $ / Unit	May 22, 2025 USD ($) day $ / shares	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($) bitcoin	Dec. 31, 2023 USD ($)	Nov. 13, 2025 USD ($)
Short-Term Debt [Line Items]
Short-term borrowings					$ 37,793,000	$ 32,330,000
Repayments of short-term debt					25,000,000	0	$ 0
Gain (loss) on derivative instruments					(450,440,000)	0	$ 0
Capped Call Transactions
Short-Term Debt [Line Items]
Gain (loss) on derivative instruments					45,100,000
Cap price (in dollars per unit) \| $ / Unit			23.32
Purchase of capped calls			$ 82,700,000
Notes Payable, Other Payables \| Luxor Technology Corporation
Short-Term Debt [Line Items]
Short-term borrowings						$ 7,300,000
Total bitcoin to be paid (in bitcoin) \| bitcoin						80.3
2030 Senior Secured Notes \| Senior Notes
Short-Term Debt [Line Items]
Repayments of short-term debt					$ 37,800,000
Stated percentage					7.13%			7.125%
Redemption price, percentage	100.00%
Potential redemption price, percentage	40.00%
2030 Convertible Notes \| Convertible Debt
Short-Term Debt [Line Items]
Debt instrument, face amount				$ 172,500,000
Stated percentage				1.75%	1.75%
Conversion ratio				0.2249213
Conversion price (in dollars per share) \| $ / shares				$ 4.45
Number of trading days before maturity date for debt redemption \| day				30
Threshold percentage of stock price trigger for debt conversion				130.00%
Threshold trading days for debt conversion \| day				20
Threshold consecutive trading days for debt conversion \| day				30
Trigger for debt redemption, threshold of debt outstanding				$ 50,000,000.0
2031 Convertible Notes \| Convertible Debt
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 1,300,000,000
Stated percentage			0.00%		0.00%
Conversion ratio			0.0623733
Conversion price (in dollars per share) \| $ / shares			$ 16.03
Number of trading days before maturity date for debt redemption \| day			30
Threshold percentage of stock price trigger for debt conversion			130.00%
Threshold trading days for debt conversion \| day			20
Threshold consecutive trading days for debt conversion \| day			30
Trigger for debt redemption, threshold of debt outstanding			$ 100,000,000.0
APIC, derivative instrument, equity classification		$ 864,800,000
Gain (loss) on derivative instruments					$ (450,400,000)
Senior Secured Notes, First Series, 2030 \| Senior Notes
Short-Term Debt [Line Items]
Debt instrument, face amount								$ 1,400,000,000
Senior Secured Notes, Second Series, 2030 \| Senior Notes
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 333,000,000.0
Revolving Credit Facility \| Coinbase Master Loan Agreement \| Line of Credit
Short-Term Debt [Line Items]
Maximum borrowing capacity					$ 25,000,000.0
Debt instrument, basis spread on variable rate					2.50%
Short-term borrowings					$ 0	$ 25,000,000.0
Weighted average interest rate						9.50%
Revolving Credit Facility \| TwoPrime Credit Facility \| Line of Credit
Short-Term Debt [Line Items]
Maximum borrowing capacity					100,000,000.0
Short-term borrowings					$ 0

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2022	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		$ 525,160	$ 7,330
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		$ 525,160	$ 0
Percentage of discount rate utilized		4.80%	5.96%
Level 3 \| Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term of contract	5 years
Derivative remaining term after initial term	1 year 7 months 6 days
Nonrecurring \| Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		$ 3,908,815	$ 0
Nonrecurring \| Estimate of Fair Value Measurement \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities		$ 0

DEBT - Schedule of Long-Term Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Nov. 13, 2025	Sep. 30, 2025	May 22, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Outstanding Principal	$ 3,205,500
Unamortized debt issuance costs and original issue discounts and premium, net	(456,059)
Current portion of Long-term Debt	(37,793)
Outstanding Borrowings, net	$ 2,711,648				$ 0
Convertible Debt \| 2030 Convertible Notes
Debt Instrument [Line Items]
Interest Rate	1.75%			1.75%
Outstanding Principal	$ 172,500
Unamortized debt issuance costs and original issue discounts and premium, net	(4,857)
Current portion of Long-term Debt	0
Outstanding Borrowings, net	$ 167,643
Convertible Debt \| 2031 Convertible Notes
Debt Instrument [Line Items]
Interest Rate	0.00%		0.00%
Outstanding Principal	$ 1,300,000
Unamortized debt issuance costs and original issue discounts and premium, net	(429,158)
Current portion of Long-term Debt	0
Outstanding Borrowings, net	$ 870,842
Senior Notes \| 2030 Senior Secured Notes
Debt Instrument [Line Items]
Interest Rate	7.13%	7.125%
Outstanding Principal	$ 1,733,000
Unamortized debt issuance costs and original issue discounts and premium, net	(22,044)
Current portion of Long-term Debt	(37,793)
Outstanding Borrowings, net	$ 1,673,163

ASSET RETIREMENT OBLIGATIONS

12 Months Ended

Dec. 31, 2025

Asset Retirement Obligation Disclosure [Abstract]

ASSET RETIREMENT OBLIGATIONS

The following is a summary of the changes in the Company’s AROs (in thousands):


Balance as of December 31, 2023	$	18,394

Accretion expense	1,888
Balance as of December 31, 2024	$	20,282
Initial estimate of ARO liability for the Black Pearl Facility	10,743
Accretion expense	2,671
Balance as of December 31, 2025	$	33,696

In June 2025, as part of placing the assets related to the Black Pearl Facility into service, the Company recorded an asset retirement obligation for the Black Pearl Facility to restore the land to its original condition at the end of the lease for $10.7 million, to be depreciated straight-line over the estimated remaining useful lives of the assets related to the facility.

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Black Pearl	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Common Stock Black Pearl	Additional Paid-in Capital	Additional Paid-in Capital Black Pearl	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2022				251,095,305
Beginning balance (in shares) at Dec. 31, 2022										(3,543,347)
Beginning balance at Dec. 31, 2022	$ 342,892		$ 209	$ 251		$ 453,854		$ (111,209)	$ 209	$ (4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares (in shares)				37,433,923	2,397,424
Issuance of common shares	132,443	$ 7,000		$ 37	$ 2	132,406	$ 6,998
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement (in shares)				4,942,906						1,775,327
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement	(3,902)			$ 5		(3,906)				$ (1)
Share-based compensation (in shares)				406,978
Share-based compensation	38,471			$ 1		38,470
Net loss	(25,777)							(25,777)
Ending balance (in shares) at Dec. 31, 2023				296,276,536
Ending balance (in shares) at Dec. 31, 2023										(5,318,674)
Ending balance at Dec. 31, 2023	491,336			$ 296		627,822		(136,777)		$ (5)
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2022	0
Redeemable noncontrolling interest, ending balance at Dec. 31, 2023	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares (in shares)				52,825,758
Issuance of common shares	221,695			$ 53		221,642
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement (in shares)				12,330,155						5,329,958
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement	(27,642)			$ 12		(27,648)				$ (6)
Share-based compensation	41,199					41,199
Net loss	$ (44,635)							(44,635)
Ending balance (in shares) at Dec. 31, 2024	361,432,449			361,432,449
Ending balance (in shares) at Dec. 31, 2024	(10,648,632)									(10,648,632)
Ending balance at Dec. 31, 2024	$ 681,953			$ 361		863,015		(181,412)		$ (11)
Redeemable noncontrolling interest, ending balance at Dec. 31, 2024	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares (in shares)				33,268,137
Issuance of common shares	195,480			$ 33		195,447
Treasury stock reissued for PIPE Investment	50,000					49,990				$ 10
Treasury stock reissued for PIPE Investment (in shares)										10,438,413
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement (in shares)				15,149,848						6,901,249
Delivery of common stock underlying restricted stock units and performance stock units, net of shares settled for tax withholding settlement	(88,253)			$ 16		(88,263)				$ (6)
Warrants exercised (in shares)				2,224,095
Warrants exercised	1			$ 2		(1)
2031 Convertible Note embedded derivative and Capped Call reclassification to Equity	737,019					737,019
Share-based compensation	51,579					51,579
Net loss	$ (822,244)							(822,244)
Ending balance (in shares) at Dec. 31, 2025	412,074,529			412,074,529
Ending balance (in shares) at Dec. 31, 2025	(7,111,468)									(7,111,468)
Ending balance at Dec. 31, 2025	$ 805,535			$ 412		$ 1,808,786		$ (1,003,656)		$ (7)
Increase (Decrease) in Temporary Equity [Roll Forward]
Acquisition of redeemable noncontrolling interest	30,319
Redeemable noncontrolling interest, ending balance at Dec. 31, 2025	$ 30,319

INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.6	$ 0.5	$ 0.0
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	wrote off
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Capitalized software written off	$ 1.2
Strategic Contracts, Colchis Site
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	56.6
Strategic Contracts, Ulysses Site
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 12.6

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-18

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-11

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-24

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-12

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 40
-SubTopic 30
-Topic 350
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482640/350-30-55-40

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482686/350-30-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 628,263	$ 5,585
Restricted cash, current	1,761,292	0
Prepaid expenses and other current assets	7,977	3,387
Bitcoin	125,400	92,651
Receivable for bitcoin collateral	0	32,248
Miners held for sale	94,879	0
Derivative asset	34,090	31,648
Total current assets	2,652,859	168,205
Restricted cash, noncurrent	275,076	14,392
Property and equipment, net	622,455	480,865
Deposits on equipment	10,962	38,872
Intangible assets, net	77,388	8,881
Investment in equity investees	29,400	53,908
Derivative asset	22,720	54,022
Operating lease right-of-use asset	11,321	12,561
Security deposits	27,732	19,782
Other noncurrent assets	561,995	3,958
Total assets	4,291,908	855,446
Current liabilities
Accounts payable	40,064	22,699
Accrued expenses and other current liabilities	90,086	69,824
Finance lease liability, current portion	4,237	3,798
Operating lease liability, current portion	1,731	3,127
Warrant liability	525,160	0
Short-term borrowings	37,793	32,330
Total current liabilities	699,071	131,778
Long-term borrowings, net	2,711,648	0
Asset retirement obligations	33,696	20,282
Finance lease liability	3,094	7,331
Operating lease liability	8,545	9,833
Deferred tax liability	0	4,269
Total liabilities	3,456,054	173,493
Commitments and contingencies (Note 14)
Redeemable noncontrolling interest	30,319	0
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024	0	0
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively	412	361
Additional paid-in capital	1,808,786	863,015
Accumulated deficit	(1,003,656)	(181,412)
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively	(7)	(11)
Total stockholders’ equity	805,535	681,953
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$ 4,291,908	$ 855,446
Common stock, shares authorized (in shares)	1,000,000,000	500,000,000
Nonrelated Party
Current assets
Accounts receivable	$ 687	$ 596
Related Party
Current assets
Accounts receivable	$ 271	$ 2,090

SECURITY DEPOSITS

12 Months Ended

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SECURITY DEPOSITS

The Company’s security deposits consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Oncor Facility Extension security deposits	27,020		18,810
Other deposits	712		972
Total security deposits	$	27,732	$	19,782

As part of various transactions to acquire wholly-owned sites, the Company has deposits with Oncor Electric Delivery Company LLC (“Oncor”) to construct infrastructure to provide the ability to energize each data center. These deposits are eligible to be returned to the Company if the data centers energize an agreed upon capacity within an agreed upon timeframe. As of December 31, 2025 the Company believes these deposits will be returned.

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Condensed Income Statements, Captions [Line Items]
Revenue - bitcoin mining	$ 223,942	$ 151,270	$ 126,842
Costs and operating (expenses) income
Compensation and benefits	(79,129)	(60,796)	(57,399)
General and administrative	(36,382)	(32,655)	(27,796)
Total costs and operating expenses	(645,505)	(194,969)	(146,957)
Operating loss	(421,563)	(43,699)	(20,115)
Other income (expense)
Interest expense	(36,559)	(1,708)	(1,999)
Change in fair value of warrant liability	19,290	250	(243)
Other expense	(406,204)	(2,544)	(17)
Total other expense	(403,994)	(618)	(2,095)
Net loss available for common stockholders	(822,244)	(44,635)	(25,777)
Parent Company
Condensed Income Statements, Captions [Line Items]
Revenue - bitcoin mining	0	0	0
Costs and operating (expenses) income
Compensation and benefits	(51,583)	(39,673)	(38,470)
General and administrative	(1,440)	(2,540)	0
(Losses) income from subsidiaries, net of tax	(365,465)	(2,422)	12,936
Total costs and operating expenses	(418,488)	(44,635)	(25,534)
Operating loss	(418,488)	(44,635)	(25,534)
Other income (expense)
Interest expense	(17,667)	0	0
Change in fair value of warrant liability	19,290	0	(243)
Other expense	(405,379)	0	0
Total other expense	(403,756)	0	(243)
Net loss available for common stockholders	$ (822,244)	$ (44,635)	$ (25,777)

FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Measurement on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Assets included in:
Cash and cash equivalents, money market securities	$ 535,085	$ 4,314
Restricted cash, money market securities	2,035,631	14,392
Bitcoin	125,400	92,651
Receivable for bitcoin collateral	0	32,248
Accounts receivable	687	596
Derivative asset	56,810	85,670
Assets, fair value	2,753,613	229,871
Liabilities included in:
Warrant liability	525,160
Bitcoin loan payable		7,330
Liabilities, fair value	525,160	7,330
Level 1
Assets included in:
Cash and cash equivalents, money market securities	535,085	4,314
Restricted cash, money market securities	2,035,631	14,392
Bitcoin	125,400	92,651
Receivable for bitcoin collateral		0
Accounts receivable	687	596
Derivative asset	0	0
Assets, fair value	2,696,803	111,953
Liabilities included in:
Warrant liability	0
Bitcoin loan payable		7,330
Liabilities, fair value	0	7,330
Level 2
Assets included in:
Cash and cash equivalents, money market securities	0	0
Restricted cash, money market securities	0	0
Bitcoin	0	0
Receivable for bitcoin collateral		32,248
Accounts receivable	0	0
Derivative asset	0	0
Assets, fair value	0	32,248
Liabilities included in:
Warrant liability	0
Bitcoin loan payable		0
Liabilities, fair value	0	0
Level 3
Assets included in:
Cash and cash equivalents, money market securities	0	0
Restricted cash, money market securities	0	0
Bitcoin	0	0
Receivable for bitcoin collateral		0
Accounts receivable	0	0
Derivative asset	56,810	85,670
Assets, fair value	56,810	85,670
Liabilities included in:
Warrant liability	525,160
Bitcoin loan payable		0
Liabilities, fair value	$ 525,160	$ 0

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Net operating loss carryforwards	$ 51,187	$ 25,521
Share-based compensation	4,386	2,117
Accruals and other temporary differences	2,588	3,517
Intangible assets	3,385	3,432
Lease liability	3,777	5,113
Property and equipment, net	47,646	5,440
Bitcoin holdings	3,451	0
Non-deductible interest	0	59
Gross deferred tax assets	116,420	45,199
Valuation allowance	(95,054)	(13,461)
Net deferred tax assets	21,366	31,738
Deferred tax liabilities:
Right-of-use asset	(4,725)	(5,305)
Derivatives	(12,176)	(18,316)
Joint venture investments	(4,465)	(9,430)
Bitcoin holdings	0	(2,956)
Property and equipment, net	0	0
Gross deferred tax liabilities	(21,366)	(36,007)
Net deferred tax liabilities	$ 0	$ (4,269)

DEPOSITS ON EQUIPMENT	12 Months Ended
DEPOSITS ON EQUIPMENT	Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
DEPOSITS ON EQUIPMENT	DEPOSITS ON EQUIPMENT As of December 31, 2025, the Company has a nonrefundable deposit with American Electric Power Company, Inc. (“AEP”) for $5.3 million related to construction costs to energize a wholly-owned site in LaSalle, Texas (the “Reveille Facility”), paid as a Contributions in Aid of Construction (“CIAC”) payment. As of December 31, 2024, Deposits on equipment primarily represented deposits on mining rigs.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Firm ID	199
Auditor Name	CBIZ CPAs P.C.
Auditor Location	San Francisco, CA

SECURITY DEPOSITS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deposits Assets [Line Items]
Security deposits	$ 27,732	$ 19,782
Oncor Facility Extension security deposits
Deposits Assets [Line Items]
Security deposits	27,020	18,810
Other deposits
Deposits Assets [Line Items]
Security deposits	$ 712	$ 972

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of Total Revenues, Significant Expenses, Operating Income and Net Income by Segment

The Company’s revenues, significant expenses, operating income, and net income by segment for the years ended December 31, 2025, 2024 and 2023 are summarized in the following table (in thousands):


Year Ended December 31, 2025
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	223,942	$	223,942
Costs and operating (expenses) income
Cost of revenue	(81,216)
Depreciation and amortization	(198,973)
Change in fair value of power purchase agreement	(28,860)
Unrealized loss on fair value of bitcoin	(41,603)
Realized gains on sale of bitcoin	7,126
Equity in losses of equity method investees	(20,822)
Other segment items(1)	(165,646)
Segment operating loss	(306,052)		(306,052)
Adjustments(2)			(115,511)
Operating loss			(421,563)
Interest income			19,479


Interest expense			(36,559)
Other non-operating items(3)			(386,914)
Loss before taxes			$	(825,557)

Year Ended December 31, 2024
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	151,270	$	151,270
Costs and operating (expenses) income
Cost of revenue	(62,364)
Depreciation and amortization	(102,448)
Change in fair value of power purchase agreement	(7,921)
Unrealized gain on fair value of bitcoin	11,313
Realized gains on sale of bitcoin	51,548
Equity in losses of equity method investees	(384)
Other segment items(1)	8,738
Segment operating income	49,752		49,752
Adjustments(2)			(93,451)
Operating loss			(43,699)
Interest income			3,384
Interest expense			(1,708)
Other non-operating items(3)			(2,294)
Loss before taxes			$	(44,317)

Year Ended December 31, 2023
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	126,842	$	126,842
Costs and operating (expenses) income
Cost of revenue	(50,309)
Depreciation and amortization	(59,093)
Change in fair value of power purchase agreement	26,836
Unrealized gain on fair value of bitcoin	3,299
Realized gains on sale of bitcoin	7,739
Equity in losses of equity method investees	(2,530)
Other segment items(1)	12,296
Segment operating income	65,080		65,080
Adjustments(2)			(85,195)
Operating loss			(20,115)
Interest income			164
Interest expense			(1,999)
Other non-operating items(3)			(260)
Loss before taxes			$	(22,210)

(1) Other segment items included in Bitcoin Mining include Power sales, and Other losses, including impairment on miners.

(2) Other operating items included in adjustments include Compensation and benefits, and General and administrative.

(3) Other non-operating items include Change in fair value of warrant liability, and Other expense.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives for Intangible Assets (Details)	Dec. 31, 2025
Software
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives for intangible assets	3 years
Strategic contracts
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives for intangible assets	20 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

LEASES - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating cash flows - operating lease	$ 4,079	$ 2,138	$ 1,655
Right-of-use asset obtained in exchange for operating lease liabilities	$ 491	$ 6,733	$ 2,812
Weighted-average remaining lease term – finance lease (in years)	1 year 8 months 12 days	2 years 8 months 12 days
Weighted-average remaining lease term – operating lease (in years)	7 years 3 months 18 days	8 years
Weighted-average discount rate – finance lease	11.00%	11.00%
Weighted-average discount rate – operating lease	8.00%	8.00%
Finance lease ROU assets	$ 5,073	$ 8,117
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Accumulated amortization for finance lease ROU asset	$ 7,400

ASSET RETIREMENT OBLIGATIONS (Tables)

12 Months Ended

Dec. 31, 2025

Asset Retirement Obligation Disclosure [Abstract]

Schedule of the Changes in the Company's Asset Retirement Obligations

The following is a summary of the changes in the Company’s AROs (in thousands):


Balance as of December 31, 2023	$	18,394

Accretion expense	1,888
Balance as of December 31, 2024	$	20,282
Initial estimate of ARO liability for the Black Pearl Facility	10,743
Accretion expense	2,671
Balance as of December 31, 2025	$	33,696

BITCOIN

12 Months Ended

Dec. 31, 2025

Crypto Asset [Abstract]

BITCOIN

The following table presents information about the Company’s bitcoin (in thousands):


	For the Year Ended December 31,
	2025		2024
Opening balance	$	92,651	$	32,978
Bitcoin received from equity investees	25,813		18,089
Bitcoin received from mining activities	199,579		151,296
Bitcoin received from loan	16,551		9,976
Bitcoin paid for interest on loan	(140)		(1,977)
Proceeds from sales of bitcoin	(214,737)		(148,870)
Realized gains on sales of bitcoin, net	7,126		51,548
Unrealized (losses) gains on fair value of bitcoin	(41,603)		11,313
Bitcoin purchased	2,430		-
Realized loss on bitcoin transferred to collateral, net(1)	(3,195)		-
Bitcoin transferred from collateral, net	40,925		(31,702)
Ending balance	$	125,400	$	92,651
(1) Realized loss on bitcoin transferred to collateral, net is classified under other income (expense) on the consolidated statements of operations

The Company held approximately 1,433 and 994 bitcoin at December 31, 2025, and December 31, 2024, respectively. The associated fair values and cost bases of bitcoin held were $125.4 million, and $154.1 million, respectively, at December 31, 2025, and $92.7 million, and $79.8 million, respectively at December 31, 2024. Fair value of bitcoin is estimated using the closing price at 23:59:59 UTC in the Company’s principal market, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). The Company accounts for bitcoin on a first-in-first-out (“FIFO”) basis.

As of December 31, 2025, the Company had no bitcoin pledged as collateral related to the Coinbase Overnight Credit Facility. As of December 31, 2024, the Company had 345 bitcoin with a fair value of $32.2 million pledged as collateral related to the Coinbase Overnight Credit Facility. Restrictions on this bitcoin pledged as collateral lapse upon repayment of the outstanding balance drawn on this facility. The collateral pledged related to the Coinbase Overnight Credit Facility can be rehypothecated and therefore is derecognized from the Company’s ending bitcoin balance, and recorded in Receivable for bitcoin collateral on the Company’s consolidated balance sheets. Any difference in cost basis of the bitcoin transferred is recorded in Realized gains on sale of bitcoin on the Company’s consolidated statements of operations.

Additionally, the Company may pledge bitcoin as collateral related to bitcoin trading strategies. As of December 31, 2025, and December 31, 2024 the Company had no bitcoin pledged as part of trading strategies.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 628,263	$ 5,585	$ 74,178
Restricted cash, current	1,761,292	0	0
Restricted cash, noncurrent	275,076	14,392	11,927
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 2,664,631	$ 19,977	$ 86,105	$ 11,927

LEASES - Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Finance leases:
Amortization of ROU assets	$ 3,044	$ 3,043	$ 3,110
Interest on lease liability	1,036	1,430	1,940
Total finance lease expense	4,080	4,473	5,050
Operating leases:
Operating lease expense	2,642	2,167	1,955
Total lease expense	$ 6,722	$ 6,640	$ 7,005

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2025
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Related party receivables The Company recorded related party receivables of approximately $0.3 million and $2.1 million, as of December 31, 2025 and December 31, 2024, respectively, representing amounts owed to the Company from its equity method investees. Board Observer Agreement On April 8, 2022, the Company entered into an observer agreement (the “Board Observer Agreement”) with Bitfury Holding and Bitfury Top HoldCo (together with Bitfury Holding, the “Investors”), which provides that the Investors have the right to designate a representative to serve as an observer of the Board and any committees thereof (subject to exceptions and limitations specified in the Board Observer Agreement). The Board Observer Agreement was negotiated and approved by an independent committee of the Board. On July 22, 2025, the Company terminated the Board Observer Agreement with the Investors.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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+ Details

SUPPLEMENTAL FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

The Company’s accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Construction costs	$	36,081	$	2,675
Accrued interest	16,892		1,329
Contingent liabilities	14,650		—
Taxes (primarily sales tax)	9,310		14,607
Employee compensation	5,847		4,449
Professional fees	3,994		8,246
Power costs	2,622		—
Other	690
Barber Lake site deposit payable	—		8,297
Remaining payments for miners in service	—		30,221
Total accrued expenses and other current liabilities	$	90,086	$	69,824

DEBT (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-Term Borrowings

The following summarizes the Company’s long-term borrowings, net of debt issuance cost as of the period presented:


	December 31, 2025
	Maturity Date	Interest Rate	Outstanding Principal		Unamortized debt issuance costs and original issue discounts and premium, net		Current portion of Long-term Debt		Outstanding Borrowings, net
Long-term borrowings:
2030 Convertible Notes	May 2030	1.75%	$	172,500	$	(4,857)	$	—	$	167,643
2031 Convertible Notes	October 2031	0.00%	1,300,000		(429,158)		—		870,842
2030 Senior Secured Notes	November 2030	7.13%	1,733,000		(22,044)		(37,793)		1,673,163
Total Long-term borrowings			$	3,205,500	$	(456,059)	$	(37,793)	$	2,711,648

Schedule of Future Principal Payments

As of December 31, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:


(in thousands)
2026	$	37,793
2027	152,305
2028	156,874
2029	161,580
2030	1,224,448
Thereafter	—
Total principal of long-term borrowings	$	1,733,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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SUPPLEMENTAL FINANCIAL INFORMATION - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses and other current assets	$ 7,977	$ 3,387

FAIR VALUE MEASUREMENTS - Schedule of Changes in Estimated Fair Value of Derivative Asset (Details) - Level 3 - Derivative Financial Instruments, Assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 85,670	$ 93,591
Change in fair value	$ (28,860)	$ (7,921)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of power purchase agreement	Change in fair value of power purchase agreement
Balance, end of period	$ 56,810	$ 85,670

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parentheticals)	12 Months Ended
	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2023-08

- Definition

Indicates amendment to accounting standards.

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+ Details

INCOME TAXES - Schedule of Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Expense for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Amount
Tax expense (benefit) at the U.S. statutory rate	$ (173,367)
State income taxes, net of federal income tax effect	761
Stock compensation	(29,200)
162m limitations	32,192
MTM adjustments	82,931
Non-deductible interest on convertible debt	3,812
Investment in joint ventures	(409)
Other permanent differences	27
Other adjustments	(5)
Change in valuation allowance	79,945
Income tax provision	$ (3,313)	$ 318	$ 3,567
Percent
Tax expense (benefit) at the U.S. statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal income tax effect	(0.10%)	(2.30%)	(0.70%)
Stock compensation	3.50%	9.70%	(30.30%)
162m limitations	(3.90%)
MTM adjustments	(10.00%)
Non-deductible interest on convertible debt	(0.50%)
Investment in joint ventures	(0.00%)
Other permanent differences	0.00%
Other adjustments	0.00%	2.50%	(16.20%)
Change in valuation allowance	(9.70%)	(11.20%)	16.10%
Income tax provision	0.30%	(0.70%)	(15.90%)

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

For the years ended December 31, 2025, 2024, the Company recorded a deferred tax benefit, and for the year ended December 31, 2023 the Company recorded a deferred tax expense, related to changes in deferred tax liabilities associated with derivatives and joint venture instruments (refer to Note 8. Investments In Joint Ventures for more details on the Company’s joint ventures). Current income taxes are based upon the current period’s income taxable for federal and state tax reporting purposes. The Company does not have any foreign operations or tax effects. The Company’s state taxes are primarily driven from Texas. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards.

The components of the Company’s income tax provision are listed below (in thousands):


	Year Ended December 31,
	2025		2024		2023
Current:
State	$	956	$	1,255	$	201
Total current	956		1,255		201
Deferred:
Federal	$	(4,269)	$	(937)	$	3,366
Total deferred	(4,269)		(937)		3,366
Income tax provision	$	(3,313)	$	318	$	3,567

Under adoption of ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes for the year ended December 31, 2025 is shown below (in thousands, except for percentages):


	Amount		Percent
Tax expense (benefit) at the U.S. statutory rate	$	(173,367)	21.0	%
State income taxes, net of federal income tax effect	761		(0.1)	%
Nontaxable or nondeductible items
Stock compensation	(29,200)		3.5	%
162m limitations	32,192		(3.9)	%
MTM adjustments	82,931		(10.0)	%
Non-deductible interest on convertible debt	3,812		(0.5)	%
Investment in joint ventures	(409)		0.0	%
Other permanent differences	27		0.0	%
Other adjustments	(5)		0.0	%
Change in valuation allowance	79,945		(9.7)	%
Income tax provision	$	(3,313)	0.3	%

The state and local tax jurisdiction that makes up the majority of the effect of the state and local tax line item in 2025 is Texas.


	Year Ended December 31,
	2024		2023
Income tax benefit at federal statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	(2.3)	%	(0.7)	%
162m limitations	(20.3)	%	(5.3)	%
Stock compensation	9.7	%	(30.3)	%
Permanent differences	(0.1)	%	(0.5)	%
Difference and changes in tax rates	—	%	—	%
RTP and other	2.5	%	(16.2)	%
Change in valuation allowance	(11.2)	%	16.1	%
Income tax provision	(0.7)	%	(15.9)	%

Under adoption of ASU 2023-09, cash paid for income taxes, net of refunds for the year ended December 31, 2025 was as follows:


	Year Ended December 31,
	2025
Federal	$	—
State
Texas	798
New York	(259)
Other States	16
Foreign	—
Total cash paid for income taxes, net of refunds	$	555

Significant components of the Company’s deferred tax assets and liabilities were as follows:


	Year Ended December 31,
	2025		2024
Deferred tax assets:
Net operating loss carryforwards	$	51,187	$	25,521
Share-based compensation	4,386		2,117
Accruals and other temporary differences	2,588		3,517
Intangible assets	3,385		3,432
Lease liability	3,777		5,113
Property and equipment, net	47,646		5,440
Bitcoin holdings	3,451		—
Non-deductible interest	—		59
Gross deferred tax assets	116,420		45,199
Valuation allowance	(95,054)		(13,461)
Net deferred tax assets	21,366		31,738
Deferred tax liabilities:
Right-of-use asset	(4,725)		(5,305)
Derivatives	(12,176)		(18,316)
Joint venture investments	(4,465)		(9,430)
Bitcoin holdings	—		(2,956)
Property and equipment, net	—		—
Gross deferred tax liabilities	(21,366)		(36,007)
Net deferred tax liabilities	$	—	$	(4,269)

As required by ASC 740, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets. Based on the weight of available evidence, both positive and negative, management has determined that it is more likely than not that the Company will not realize the benefits of these assets. Accordingly, the Company recorded a valuation allowance of $95.1 million as of December 31, 2025. The valuation allowance increased by $81.6 million during the year ended December 31, 2025. primarily as a result of the increased tax basis over book basis in property and equipment and the net operating losses generated in the current year.

As of December 31, 2025, the Company had federal, and state and local NOL carryforwards of approximately $236.4 million and $30.4 million, respectively. The federal NOL carryforwards do not expire, but the state and local NOL carryforwards expire if not utilized prior to 2045.

Utilization of the U.S. federal and state NOL carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position.

At December 31, 2025 and December 31, 2024, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company had no accrued interest or penalties related to uncertain tax positions in either period.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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+ Details

DERIVATIVE ASSETS (Details) - USD ($) $ in Millions	12 Months Ended
DERIVATIVE ASSETS (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Luminant Power Agreement
Derivative Instruments, Gain (Loss) [Line Items]
Termination notice period	6 months
Luminant Power Agreement
Derivative Instruments, Gain (Loss) [Line Items]
Power sales	$ 7.9	$ 5.4	$ 9.9
Luminant Power Agreement \| Luminant ET Services Company LLC
Derivative Instruments, Gain (Loss) [Line Items]
Term of power agreement	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

INCOME TAXES - Schedule of Cash Paid for Income Taxes, Net of Refunds (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Income Tax Paid, by Individual Jurisdiction [Line Items]
Federal	$ 0
Foreign	0
Total cash paid for income taxes, net of refunds	555
Texas
Income Tax Paid, by Individual Jurisdiction [Line Items]
State	798
New York
Income Tax Paid, by Individual Jurisdiction [Line Items]
State	(259)
Other States
Income Tax Paid, by Individual Jurisdiction [Line Items]
State	$ 16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Computation of Diluted Earnings (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	201,907,704	24,536,200	29,918,032
Note conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	161,930,746	0	0
Google warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	24,178,576	0	0
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	15,798,382	15,922,220	21,304,952
Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	0	8,613,980	8,499,080
Private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share (in shares)	0	0	114,000

SUPPLEMENTAL FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL FINANCIAL INFORMATION

Prepaid expenses and other current assets were $8.0 million and $3.4 million as of December 31, 2025 and December 31, 2024, respectively, primarily consisting of prepaid insurance as of December 31, 2025, and December 31, 2024.

The Company’s accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31, 2025		December 31, 2024
Construction costs	$	36,081	$	2,675
Accrued interest	16,892		1,329
Contingent liabilities	14,650		—
Taxes (primarily sales tax)	9,310		14,607
Employee compensation	5,847		4,449
Professional fees	3,994		8,246
Power costs	2,622		—
Other	690
Barber Lake site deposit payable	—		8,297
Remaining payments for miners in service	—		30,221
Total accrued expenses and other current liabilities	$	90,086	$	69,824

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Reconciliation of Numerator and Denominator of the Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Basic and diluted loss per share:
Net loss	$ (822,244)	$ (44,635)	$ (25,777)
Weighted average shares outstanding - basic (in shares)	381,602,904	323,103,303	252,439,461
RSUs (in shares)	0	0
Weighted average shares outstanding - diluted (in shares)	381,602,904	323,103,303	252,439,461
Net loss per share - basic (in dollars per share)	$ (2.15)	$ (0.14)	$ (0.10)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives for Property and Equipment

The estimated useful lives for all property and equipment are as follows:


			Useful lives (in years)
Miners and mining equipment			3


Leasehold improvements			5 to 20

Other			3 to 7
Infrastructure assets			10 to 20

Schedule of Estimated Useful Lives for Intangible Assets

The estimated useful lives for all intangible assets are as follows:


			Useful lives (in years)
Software			3
Strategic contracts			20

Schedule of Reconciliation of Numerator and Denominator of the Diluted Loss Per Share

The following is a reconciliation of the numerator and denominator of the diluted loss per share computations for the periods indicated below:


	Year Ended December 31,
		2025		2024		2023
Basic and diluted loss per share:
Net loss		$	(822,244)	$	(44,635)	$	(25,777)

Weighted average shares outstanding - basic		381,602,904		323,103,303		252,439,461
Add:
RSUs		-		-
Weighted average shares outstanding - diluted		381,602,904		323,103,303		252,439,461

Net loss per share - basic		$	(2.15)	$	(0.14)	$	(0.10)

Schedule of Computation of Diluted Earnings (Loss) Per Common Share


	December 31,
	2025	2024	2023
Note conversion	161,930,746	—	—
Google warrants	24,178,576	—	—
Unvested RSUs	15,798,382	15,922,220	21,304,952
Public warrants	—	8,613,980	8,499,080
Private placement warrants	—	—	114,000
	201,907,704	24,536,200	29,918,032

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property Plant And Equipment [Line Items]
Total cost of property and equipment	$ 956,620	$ 639,503
Less: accumulated depreciation	(334,165)	(158,638)
Property and equipment, net	622,455	480,865
Miners and mining equipment
Property Plant And Equipment [Line Items]
Total cost of property and equipment	289,680	342,111
Leasehold improvements
Property Plant And Equipment [Line Items]
Total cost of property and equipment	134,122	137,582
Land
Property Plant And Equipment [Line Items]
Total cost of property and equipment	79,054	49,021
Buildings
Property Plant And Equipment [Line Items]
Total cost of property and equipment	66,594	0
Infrastructure
Property Plant And Equipment [Line Items]
Total cost of property and equipment	108,827	28,166
Other
Property Plant And Equipment [Line Items]
Total cost of property and equipment	1,873	606
Construction-in-progress
Property Plant And Equipment [Line Items]
Total cost of property and equipment	$ 276,470	$ 82,017

INVESTMENTS IN JOINT VENTURES - Schedule of Activity in Investment in Equity Investee (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Equity Method Investments [Roll Forward]
Beginning balance	$ 53,908	$ 35,258
Capital contributions	22,127	37,123	$ 3,545
Accretion of basis differences related to miner contributions	4,658	5,343
Bitcoin received from equity investees	(25,813)	(18,089)	(317)
Equity in net losses of equity investees	(25,480)	(5,727)
Ending balance	$ 29,400	$ 53,908	$ 35,258

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Key elements of our cybersecurity risk management program include: •risk assessments designed to help identify material risks from cybersecurity threats to our critical systems, information, services, and our broader enterprise IT environment; •individuals, including employees and external third party service providers, who are responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents; •the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; •cybersecurity awareness training of our employees, incident response personnel, and senior management; •a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and •a third-party risk management process for key service providers, suppliers, and vendors based on our assessment of their criticality to our operations and respective risk profile. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors—Risks 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.”
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our management team, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Members of the Audit Committee have experience in overseeing and managing cybersecurity and data privacy risks.
Cybersecurity Risk Role of Management [Text Block]	Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Members of our management team have prior work experience in supervising and implementing cybersecurity risk mitigation efforts in highly-regulated industries. Our internal cybersecurity personnel, including our Chief Information Security Officer (CISO), and retained external cybersecurity consultants also have a breadth of expertise across core cybersecurity disciplines including governance, risk, compliance, and security architecture. Our management team takes steps to stay informed and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Board members receive presentations on cybersecurity topics from our management team, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Members of the Audit Committee have experience in overseeing and managing cybersecurity and data privacy risks.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Members of our management team have prior work experience in supervising and implementing cybersecurity risk mitigation efforts in highly-regulated industries. Our internal cybersecurity personnel, including our Chief Information Security Officer (CISO), and retained external cybersecurity consultants also have a breadth of expertise across core cybersecurity disciplines including governance, risk, compliance, and security architecture.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Our management team takes steps to stay informed and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

SEGMENT REPORTING - Additional Information (Details)	12 Months Ended
SEGMENT REPORTING - Additional Information (Details)	Dec. 31, 2025 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number Of Reportable Segments Not Disclosed Flag	segment

INTANGIBLE ASSETS - Schedule of Expected Amortization Expenses (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Year Ended December 31, 2026	$ 917
Year Ended December 31, 2027	917
Year Ended December 31, 2028	826
Year Ended December 31, 2029	615
Year Ended December 31, 2030	$ 445

LEASES - Additional Information (Details)		1 Months Ended		3 Months Ended		12 Months Ended
LEASES - Additional Information (Details)	Sep. 24, 2025 renewalOption	Oct. 31, 2024 a renewalOption	Dec. 31, 2023 a	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2025 USD ($) renewalOption	Dec. 31, 2024 USD ($)	Nov. 22, 2022
Lessee, Lease, Description [Line Items]
Lease not yet commenced, term of contract	10 years
Lease not yet commenced, number of renewal options	2
Lease not yet commenced, renewal term	5 years
Finance lease initial term								5 years
Variable lease costs \| $				$ 0	$ 0	$ 0	$ 0
Black Pearl Lease Agreement
Lessee, Lease, Description [Line Items]
Area of lease plot land (in acres) \| a			75
Land \| Black Pearl Lease Agreement
Lessee, Lease, Description [Line Items]
Operating lease initial term				10 years		10 years
Number of renewal options for lease						4
Operating lease, renewal term				10 years		10 years
Land \| Reveille Lease Agreement
Lessee, Lease, Description [Line Items]
Area of lease plot land (in acres) \| a		52
Operating lease initial term		10 years
Number of renewal options for lease		2
Operating lease, renewal term		10 years

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (822,244)	$ (44,635)	$ (25,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	52,787	42,132	38,470
Amortization of debt discount and issuance costs	17,932	0	0
Change in fair value of derivative assets	(16,201)	7,921	(26,836)
Change in fair value of warrant liability	(19,290)	(250)	243
Change in fair value of embedded derivative	450,440	0	0
Changes in operating assets and liabilities	(68,046)	18,340	(10,735)
Net cash used in operating activities	(207,938)	(87,511)	(94,241)
Cash flows from investing activities
Net cash (used in) provided by investing activities	(336,611)	(192,129)	52,755
Cash flows from financing activities
Net cash provided by financing activities	3,189,203	213,512	115,664
Net increase (decrease) in cash, cash equivalents, and restricted cash	2,644,654	(66,128)	74,178
Cash, cash equivalents, and restricted cash, beginning of the period	19,977	86,105	11,927
Cash and cash equivalents, and restricted cash, end of the period	2,664,631	19,977	86,105
Supplemental disclosure of non-cash investing and financing activities
Reclassification of embedded derivative liability to equity	737,019	0	0
Issuance of warrant liability	544,450	0	0
Treasury stock reissued for PIPE investment	10	0	0
Parent Company
Cash flows from operating activities
Net loss	(822,244)	(44,635)	(25,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	52,787	42,132	38,470
(Losses) income from subsidiaries, net of tax	365,465	2,422	(12,936)
Amortization of debt discount and issuance costs	17,667	0	0
Change in fair value of derivative assets	(45,024)	0	0
Change in fair value of warrant liability	(19,290)	0	243
Change in fair value of embedded derivative	450,440	0	0
Changes in operating assets and liabilities	199	81
Net cash used in operating activities	0	0	0
Cash flows from investing activities
Net cash (used in) provided by investing activities	0	0	0
Cash flows from financing activities
Net cash provided by financing activities	0	0	0
Net increase (decrease) in cash, cash equivalents, and restricted cash	0	0	0
Cash, cash equivalents, and restricted cash, beginning of the period	0	0	0
Cash and cash equivalents, and restricted cash, end of the period	0	0	0
Supplemental disclosure of non-cash investing and financing activities
Issuance of convertible notes	1,435,138	0	0
Reclassification of embedded derivative liability to equity	737,019	0	0
Issuance of warrant liability	544,450	0	0
Issuance of common stock	195,474	221,695	0
Repurchase of common shares for withholding taxes	89,600	27,641	0
Treasury stock reissued for PIPE investment	$ 50,000	$ 0	$ 0

ORGANIZATION (Details)	12 Months Ended
ORGANIZATION (Details)	Dec. 31, 2025 USD ($) dataCenter joint_venture MW	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2025 USD ($)	May 22, 2025 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of bitcoin wholly-owned data centers \| dataCenter	2
Number of bitcoin partially owned data centers \| dataCenter	3
Number of acquired bitcoin wholly owned data centers \| dataCenter	3
Number of majority joint ventures \| joint_venture	1
Number of options to acquired additional data centers \| dataCenter	3
Bitcoin held for sale, minimum holding period before sale to be classified as investing activity	7 days
Cash and cash equivalents	$ 628,263,000	$ 5,585,000	$ 74,178,000
Working capital	1,953,800,000
Stockholders' equity	805,535,000	681,953,000	491,336,000			$ 342,892,000
Accumulated deficit	1,003,656,000	181,412,000
Net cash used in operating activities	207,938,000	87,511,000	94,241,000
Proceeds from sale of bitcoin	214,737,000	148,870,000
Deposits on equipment	4,874,000	162,958,000	33,906,000
Cost of equipment transferred from deposits on equipment	487,921,000	$ 139,495,000	$ 20,480,000
Coinbase Master Loan Agreement \| Line of Credit \| Revolving Credit Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum borrowing capacity	25,000,000.0
TwoPrime Credit Facility \| Line of Credit \| Revolving Credit Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum borrowing capacity	$ 100,000,000.0
2030 Convertible Notes \| Convertible Debt
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount					$ 172,500,000
Stated percentage	1.75%				1.75%
2031 Convertible Notes \| Convertible Debt
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount				$ 1,300,000,000
Stated percentage	0.00%			0.00%
Odessa, Texas
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Bitcoin mining data centers operates, amount of megawatt (in megawatts) \| MW	207
Wink, Texas
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Bitcoin mining data centers operates, amount of megawatt (in megawatts) \| MW	300

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Tyler Page [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On December 19, 2025, Tyler Page, Chief Executive Officer, adopted a Rule 10b5-1 Plan, which covers the sale of up to 1,500,000 shares of our common stock until December 24, 2026.
Name	Tyler Page
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 19, 2025
Expiration Date	December 24, 2026
Arrangement Duration	370 days
Aggregate Available	1,500,000

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Components of Lease Expenses

Components of the Company’s lease expenses are as follows (in thousands):


	Year Ended December 31,
		2025		2024		2023
Finance leases:
Amortization of ROU assets (1)		$	3,044	$	3,043	$	3,110
Interest on lease liability		1,036		1,430		1,940
Total finance lease expense		4,080		4,473		5,050
Operating leases:
Operating lease expense		2,642		2,167		1,955
Total operating lease expense		2,642		2,167		1,955
Total lease expense		$	6,722	$	6,640	$	7,005
(1)Amortization of finance lease ROU asset is included within depreciation expense.

Schedule of Other Information Related to Leases

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Year Ended December 31,
		2025		2024		2023
Operating cash flows - operating lease		$	4,079	$	2,138	$	1,655
Right-of-use asset obtained in exchange for operating lease liabilities		491		$	6,733	$	2,812


	December 31, 2025			December 31, 2024
Weighted-average remaining lease term – finance lease (in years)	1.7			2.7
Weighted-average remaining lease term – operating lease (in years)	7.3			8.0
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	8.0		%	8.0		%
Finance lease ROU assets(1)	$	5,073		$	8,117

Schedule of Finance Leases Maturity

As of December 31, 2025, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease		Operating Lease		Total
Year Ended December 31, 2026	4,834		2,485		7,319
Year Ended December 31, 2027	3,223		2,496		5,719
Year Ended December 31, 2028	—		2,279		2,279
Year Ended December 31, 2029	—		1,105		1,105
Year Ended December 31, 2030	—		204		204
Thereafter	—		6,602		6,602
Total lease payments	8,057		15,171		23,228
Less present value discount	(726)		(4,895)		(5,621)
Total	$	7,331	$	10,276	$	17,607

Schedule of Operating Lease Maturity

As of December 31, 2025, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease		Operating Lease		Total
Year Ended December 31, 2026	4,834		2,485		7,319
Year Ended December 31, 2027	3,223		2,496		5,719
Year Ended December 31, 2028	—		2,279		2,279
Year Ended December 31, 2029	—		1,105		1,105
Year Ended December 31, 2030	—		204		204
Thereafter	—		6,602		6,602
Total lease payments	8,057		15,171		23,228
Less present value discount	(726)		(4,895)		(5,621)
Total	$	7,331	$	10,276	$	17,607