CIFR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-11-02

• business and growth strategy. For further details on our pipeline of future sites that we expect to be suitable for HPC, see “Business—Site Pipeline” of our 2025 Form 10-K.

• On October 16, 2026, we exchanged approximately $165.9 million of principal amount of the 1.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) for approximately 40.7 million shares of common stock. Following this exchange, approximately $6.6 million aggregate principal amount of th…

• On October 16, 2026, we issued $850.0 million aggregate principal of 0.00% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes will mature on November 1, 2032, and have an initial conversion price of approximately $15.31 per share of our common stock. In conn…

• HPC leasing revenue is generated by leasing data center capacity and providing related services to our tenants. These lease arrangements contain fixed payments for base rent of the data center, as well as variable components for certain operating expenses, primarily power, which are provided to tena…

• Cost of revenue for bitcoin mining consists of direct production costs for our bitcoin mining data centers, primarily electricity expenses, as well as other facilities costs, but excludes depreciation which is separately stated.

Text removed vs the prior filing · source: 10-Q · 2026-08-04

• On July 23, 2026, we entered into an option agreement to acquire a 900 MW site in Texas.

• On July 24, 2026, we amended the HPC lease at the Black Pearl Facility, which accelerated delivery of the first capacity to July 31, 2026.

• Cost of revenue consists of direct production costs of bitcoin mining operations, primarily electricity expenses, as well as other facilities costs, but excludes depreciation which is separately stated.

• General and administrative expenses represent insurance expense, rent expense, professional fees, including accounting and audit, consulting, legal, public relations and/or investor relations expenses, non-income taxes and licenses, travel, and other expenses. We expect our general and administrativ…

• Our depreciation expense consists mainly of depreciation for our miners and mining equipment, as well as depreciation associated with leasehold improvements and other capitalized assets. We capitalize the cost of our mining machines and record depreciation expense on a straight-line basis over the e…

Text added vs the prior filing · source: 10-Q · 2026-11-02

• In the course of preparing our financial statements for the quarterly period ended September 30, 2026, management implemented enhanced internal controls over financial reporting related to our HPC leasing segment including design and operation of controls over revenue recognition related to leasing …

• We will continue to monitor and evaluate the effectiveness of these measures and are committed to taking further action and implementing additional improvements as necessary.

• Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our intern…

Text removed vs the prior filing · source: 10-Q · 2026-08-04

• There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial re…

Text added vs the prior filing · source: 10-Q · 2026-11-02

• We may face electricity market risks relating to changes in laws, regulations and requirements of market operators, network operators and/or regulatory bodies, including with respect to interconnection of facilities of large electrical loads to the ERCOT grid (including ERCOT’s batch study process f…

• Certain governments and regulators are increasingly focused on the energy and environmental impact of HPC services and bitcoin mining. This has led, and could lead, to new governmental measures regulating, restricting or prohibiting the use of electricity for data center operators in the HPC industr…

• In September 2026, the PUCT adopted rules implementing SB 6’s large-load interconnection standards, including requirements relating to financial security, disclosures, interconnection agreements and funding of direct interconnection costs. These requirements became effective on October 8, 2026. SB 6…

• In addition, ERCOT has amended and continues to evaluate its processes for interconnection of large electrical loads to the ERCOT grid. In December 2025, ERCOT announced amendments to the approval process for large load interconnection requests and has since implemented a batch study process under w…

• increase costs, delay project timelines, or impose additional operational constraints. On August 3, 2026, the Governor of Texas directed the PUCT and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT’s interconnection process before additional data c…

Text removed vs the prior filing · source: 10-Q · 2026-08-04

• Our ability to successfully develop and operate projects is impacted by the availability of, and access to, interconnection facilities and transmission and generation systems, and is subject to third-party risks.

• In recent years, the time and costs required to secure and expand interconnection facilities and transmission systems have increased, complicating project planning and creating additional contractual and financial risk for projects under construction. We may face difficulties in securing access to i…

• We are dependent on third parties for the construction of substations at our data centers and the delivery systems facilities, and timely performance by such third parties is critical to achieving target milestone dates and commencement of rent payments under our leases.

• Any failure by our contractors (or replacement contractors) to complete the necessary interconnection facilities and transmission and generation systems to operate our data centers may result in increased construction costs, delays in construction timeline, delay of rent commencement and potential b…

• We depend on third parties for our engineering, procurement and construction (“EPC”) work, including transmission and distribution utilities, grid operators, electric utility providers and manufacturers of certain critical and specialized equipment for the construction and operation of our data cent…

Text added vs the prior filing · source: 10-Q · 2026-11-02

• (a) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

• No directors or “officers” (as defined in Section 16a-1(f) of the Exchange Act) adopted, terminated, or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended September 30, 2026.

Text removed vs the prior filing · source: 10-Q · 2026-08-04

• (a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

• Amended and Restated Executive Officer Employment Agreements

• On August 4, 2026, we entered into amended and restated employment agreements (the “Employment Agreements”) with each of our executive officers, including Tyler Page, Chief Executive Officer; William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary; Patrick Kelly, Co-President and…

• The Employment Agreements provide for an initial three-year term with automatic one-year renewal periods unless either party gives written notice of non-renewal at least ninety (90) days prior to the end of the then applicable term; provided, however, that we may not deliver a notice of non-renewal …

• If an Executive is terminated by us without Cause, resigns for Good Reason (in each case, as defined in the Employment Agreement), or if we deliver a notice of non-renewal to such Executive, in each case, outside of the CIC Period, then subject to the execution and non-revocation of a release of cla…