What changed in Cipher Mining Inc.'s 10-K — 2023 vs 2024

Financial Statements 80 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 6 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Cipher Mining Inc.

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cipher Mining Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated February 25, 2025, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of a material weakness.

Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition Description of the Matter: As disclosed in Note 2 to the financial statements, 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 principal consideration for our determination that performing procedures related to revenue recognition is a critical audit matter is due to the nature and extent of audit effort required to perform audit procedures over the completeness and occurrence of revenue recognized.

F-2 How we Addressed the Matter in our Audit: Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others: • We performed site visits at the Company’s Odessa facility and joint venture facilities where the mining hardware is located, which included observations of the physical controls and mining equipment inventory • We independently traced certain financial and performance data directly to the blockchain network to test the occurrence and accuracy of mining revenue as a participant in the mining pools • We independently confirmed with the third-party mining pool operator the significant contractual terms utilized in the determination of mining revenue, total mining rewards earned, and the digital asset wallet addresses in which the rewards are deposited to test the occurrence and accuracy of mining revenue as the participant • We performed certain analytical procedures over the completeness, occurrence and accuracy of revenue recognized by the Company • We confirmed the year-end digital asset balances directly with the custodians of the Company’s wallets Derivative Asset Valuation Description of the Matter: As described in Notes 4 and 18 to the consolidated financial statements, the Company’s derivative asset is measured at fair value.

The valuation of the derivative asset is highly subjective and requires management to make significant judgments related to market data, including interest rates, credit spreads, and other market conditions. The Company utilizes valuation models that rely on both observable and unobservable inputs.

Given the complexity and judgment involved in the valuation of the derivative asset, auditing this account required significant auditor judgment and the use of valuation specialists. How we Addressed the Matter in our Audit: Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others: • With the assistance of our valuation specialists, we evaluated the appropriateness of the valuation methodologies and models used by management.

This included testing the completeness, accuracy, and relevance of the market data inputs and evaluating the significant assumptions for reasonableness. • We performed an independent revaluation of the derivative asset using our own valuation models, based on independently obtained market data. • We evaluated the adequacy of the Company’s disclosures related to the fair value of derivative asset in the consolidated financial statements. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2021.

San Francisco, CA February 25, 2025 F-3 CIPHER MINING INC.

CONSOLIDATED BALANCE SHEETS (in thousands, except for share and per share amounts) December 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 5,585 $ 86,105 Accounts receivable 596 622 Receivables, related party 2,090 245 Prepaid expenses and other current assets 3,387 3,670 Bitcoin 92,651 32,978 Receivable for bitcoin collateral 32,248 - Derivative asset 31,648 31,878 Total current assets 168,205 155,498 Restricted cash 14,392 - Property and equipment, net 480,865 243,815 Deposits on equipment 38,872 30,812 Intangible assets, net 8,881 8,109 Investment in equity investees 53,908 35,258 Derivative asset 54,022 61,713 Operating lease right-of-use asset 12,561 7,077 Security deposits 19,782 23,855 Other noncurrent assets 3,958 - Total assets $ 855,446 $ 566,137 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 22,699 $ 4,980 Accounts payable, related party - 1,554 Accrued expenses and other current liabilities 69,824 22,439 Finance lease liability, current portion 3,798 3,404 Operating lease liability, current portion 3,127 1,166 Short-term borrowings 32,330 - Warrant liability - 250 Total current liabilities 131,778 33,793 Asset retirement obligations 20,282 18,394 Finance lease liability 7,331 11,128 Operating lease liability 9,833 6,280 Deferred tax liability 4,269 5,206 Total liabilities 173,493 74,801 Commitments and contingencies ( Note 13 ) Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2024, and December 31, 2023 - - Common stock, $0.001 par value, 500,000,000 shares authorized, 361,432,449 and 296,276,536 shares issued as of December 31, 2024 and December 31, 2023, respectively, and 350,783,817 and 290,957,862 shares outstanding as of December 31, 2024, and December 31, 2023, respectively 361 296 Additional paid-in capital 863,015 627,822 Accumulated deficit (181,412) (136,777) Treasury stock, at par, 10,648,632 and 5,318,674 shares at December 31, 2024 and December 31, 2023, respectively (11) (5) Total stockholders’ equity 681,953 491,336 Total liabilities and stockholders’ equity $ 855,446 $ 566,137 F-4 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share amounts) Year Ended December 31, 2024 2023 Revenue - bitcoin mining $ 151,270 $ 126,842 Costs and operating (expenses) income Cost of revenue (62,364) (50,309) Compensation and benefits (60,796) (57,399) General and administrative (32,655) (27,796) Depreciation and amortization (102,448) (59,093) Change in fair value of derivative asset (7,921) 26,836 Power sales 5,405 9,941 Equity in losses of equity investees (384) (2,530) Unrealized gains on fair value of bitcoin 11,313 3,299 Realized gains on sale of bitcoin 51,548 7,739 Other gains 3,333 2,355 Total costs and operating expenses (194,969) (146,957) Operating loss (43,699) (20,115) Other income (expense) Interest income 3,384 164 Interest expense (1,708) (1,999) Change in fair value of warrant liability 250 (243) Other expense (2,544) (17) Total other income (expense) (618) (2,095) Loss before taxes (44,317) (22,210) Current income tax expense (1,255) (201) Deferred income tax benefit (expense) 937 (3,366) Total income tax benefit (expense) (318) (3,567) Net loss $ (44,635) $ (25,777) Loss per share - basic and diluted $ (0.14) $ (0.10) Weighted average shares outstanding - basic and diluted 323,103,303 252,439,461 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except for share amounts) Year Ended December 31, 2024 Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2023 296,276,536 $ 296 $ 627,822 $ (136,777) (5,318,674) $ (5) $ 491,336 Issuance of common shares, net of offering costs - At-the-market offering 52,825,758 53 221,642 - - - 221,695 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement 12,330,155 12 (27,648) - (5,329,958) (6) (27,642) Share-based compensation - - 41,199 - - - 41,199 Net loss - - - (44,635) - - (44,635) Balance as of December 31, 2024 361,432,449 $ 361 $ 863,015 $ (181,412) (10,648,632) $ (11) $ 681,953 Year Ended December 31, 2023 Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2022 251,095,305 $ 251 $ 453,854 $ (111,209) (3,543,347) $ (4) $ 342,892 Cumulative effect upon adoption of ASU 2023-08 - - - 209 - - 209 Issuance of common shares, net of offering costs - At-the-market offering 37,433,923 37 132,406 - - - 132,443 Issuance of common stock - Black Pearl asset acquisition 2,397,424 2 6,998 - - - 7,000 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement 4,942,906 5 (3,906) - (1,775,327) (1) (3,902) Share-based compensation 406,978 1 38,470 - - - 38,471 Net loss - - - (25,777) - - (25,777) Balance as of December 31, 2023 296,276,536 $ 296 $ 627,822 $ (136,777) (5,318,674) $ (5) $ 491,336 The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 Cash flows from operating activities Net loss $ (44,635) $ (25,777) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 101,798 58,972 Amortization of intangible assets 650 121 Amortization of operating right-of-use asset 1,249 822 Share-based compensation 42,132 38,470 Equity in losses (gains) of equity investees 384 2,530 Loss on disposal of assets 290 - Non-cash lease expense 919 1,940 Deferred income taxes (937) 3,366 Bitcoin received as payment for services (151,296) (126,319) Change in fair value of derivative asset 7,921 (26,836) Change in fair value of warrant liability (250) 243 Change in fair value of bitcoin collateral (546) - Change in fair value of bitcoin loan (669) - Unrealized gains on fair value of bitcoin (11,313) (3,299) Realized gains on sale of bitcoin (51,548) (7,739) Changes in assets and liabilities: Accounts receivable 26 (524) Receivables, related party (1,845) (1,203) Prepaid expenses and other current assets 283 3,531 Security deposits 12,370 (6,125) Other non-current assets (3,958) - Accounts payable 7,997 (9,306) Accounts payable, related party - (1,529) Accrued expenses and other current liabilities 3,467 5,311 Lease liabilities - (890) Net cash used in operating activities (87,511) (94,241) Cash flows from investing activities Proceeds from sale of bitcoin 148,870 111,188 Deposits on equipment (162,958) (33,906) Purchases of property and equipment (139,495) (20,480) Purchases and development of software (1,423) (634) Capital distributions from equity investees - 3,808 Investment in equity investees (37,123) (3,545) Prepayments on financing lease - (3,676) Net cash (used in) provided by investing activities (192,129) 52,755 Cash flows from financing activities Proceeds from the issuance of common stock 225,181 135,848 Offering costs paid for the issuance of common stock (3,487) (3,404) Repurchase of common shares to pay employee withholding taxes (27,641) (3,902) Proceeds from loans 25,000 - Principal payments on financing lease (5,541) (12,878) Net cash provided by financing activities 213,512 115,664 Net (decrease) increase in cash, cash equivalents, and restricted cash (66,128) 74,178 Cash, cash equivalents, and restricted cash, beginning of the period 86,105 11,927 Cash and cash equivalents, and restricted cash, end of the period $ 19,977 $ 86,105 F-8 The accompanying notes are an integral part of these consolidated financial statements CIPHER MINING INC.

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED (in thousands) Year Ended December 31, 2024 2023 Supplemental disclosure of noncash investing and financing activities Reclassification of deposits on equipment to property and equipment $ 154,898 $ 74,186 Property and equipment purchases in accounts payable and accrued expenses $ 42,192 $ - Bitcoin transferred for rehypothecated collateral $ 31,702 $ - Bitcoin received from equity investees $ 18,089 $ 317 Bitcoin received as a loan $ 9,976 $ - Bitcoin paid for interest on loan $ 1,977 $ - Sales tax accrual on machine purchases $ 2,219 $ 1,209 Right-of-use asset obtained in exchange for operating lease liability $ 6,733 $ 2,812 Settlement of related party payable related to master services and supply agreement $ 1,554 $ - Right-of-use asset obtained in exchange for finance lease liability $ - $ 14,212 Issuance of common stock in exchange for intangible assets $ - $ 7,000 The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Consolidated Balance Sheets to the sum of the same such amounts shown in the Consolidated Statements of Cash Flows.

December 31, 2024 2023 Cash and cash equivalents $ 5,585 $ 86,105 Restricted cash 14,392 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 19,977 $ 86,105 The accompanying notes are an integral part of these consolidated financial statements. F-9 CIPHER MINING INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.

ORGANIZATION Nature of operations Cipher Mining Inc. (“Cipher” 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 one wholly-owned bitcoin mining data center and jointly operates three partially-owned bitcoin mining data centers that were acquired through investments in joint ventures.

The Company has acquired four new wholly-owned sites as of December 31, 2024 which have not commenced operating, and options to acquire three additional wholly-owned sites.

Risks and uncertainties Liquidity, capital resources and limited business history 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 of receipt.

As of December 31, 2024, the Company had approximate balances of cash and cash equivalents of $5.6 million, working capital of $36.4 million, total stockholders’ equity of $682.0 million and an accumulated deficit of $181.4 million.

The Company uses a combination of proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, short-term financing arrangements, 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 $87.5 million of cash was used for operating activities during the years ended December 31, 2024. During the year ended December 31, 2024, the Company paid approximately $163.0 million for deposits on equipment primarily related to new miner purchases for its Odessa Facility, and reclassified approximately $154.9 million to property and equipment related to equipment being placed into service.

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”), and a term loan facility with Coinbase with a limit of $35.0 million and maximum period of one year (the “Term Loan Facility”). As described in more detail in Note 19.

Short-term borrowings , the borrowings are collateralized by bitcoin transferred to the Lending Service Provider’s platform.

Management believes that the Company’s existing financial resources, 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.

There is limited historical financial information about the Company upon which to base an evaluation of its performance. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in exploration and/or development, and possible cost overruns due to price and cost increases in services.