Cipher Mining (CIFR.US) Q3 Earnings Call: Barber Lake Lease Expanded to US$9.1 Billion Contract; CEO Says It Will Build Highways for AI and Collect Stable Tolls for Decades
Before the U.S. market opened on Monday, Cipher Mining released its third-quarter 2026 results and held an earnings conference call.
Cipher Mining (CIFR.US) Q3 FY2026 revenue was US$27 million, up from US$25 million last quarter, marking the first recognition of high-performance computing (HPC) lease revenue; GAAP net income was US$32 million, compared with a GAAP net loss of US$268 million last quarter. The biggest highlight of the quarter was the expansion of the Barber Lake campus leasecontract revenue increased to approximately US$9.1 billion and the lease term was extended from 10 years to 20 years, for which the company issued US$850 million in zero-coupon convertible notes and made additional investments. In response to rising construction costs across the industry, CEO Tyler Page said the company has shifted to a more prudent "design first, then sign the lease" strategy, and emphasized that "we are building highways for AI and collecting long-term tolls," expressing high confidence in the demand outlook.
Performance
Cipher Mining released its Q3 FY2026 financial results on Monday and held a conference call. Revenue for the quarter was US$27 million, higher than US$25 million last quarter, marking the first recognition of HPC lease revenue, and the company also began disclosing results by segment. GAAP net income for the quarter was US$32 million, a significant turnaround from a GAAP net loss of US$268 million last quarter, primarily driven by a US$127 million non-cash gain on warrant liabilities (compared with a US$151 million non-cash loss last quarter). Adjusted EBITDA loss narrowed to US$10 million, compared with a loss of US$30 million last quarter. During the quarter, the company sold 632 bitcoins for US$45.5 million in cash and realized a gain of US$500,000.
Key Focus and Management Response
The core focus of the call was the trade-off between investment and returns on the company's projects under construction amid construction cost inflation, and the resulting questions about future capital expenditures and returns. Around the Barber Lake expansion transaction, the company exchanged approximately US$130 million in incremental investment for a 10-year lease extension, approximately US$5.2 billion in additional contract revenue, and improved project NPV and MOIC.
In response to an analyst's question about cost locking and future capital expenditure per megawatt, CEO Tyler Page said: "The tenants absolutely recognize that costs are rising, and they know that if they work with a company like Cipher Mining, we will finance and build on their behalf," and said that what the company has seen so far is tenants "willing to raise rents as financing costs rise."
CFO Greg Mumford added that about 20 to 25 high-yield bonds in the market are financing this type of construction, "and three of the four tightest-spread bonds are ours," confirming the value of the company's strategy of locking in high-credit tenants.
Barber Lake ExpansionFrom "Recovering Costs to Orders" to Additional Investment for Long-Term Contracts
The most important commercial action this quarter was the amendment and expansion of the Barber Lake lease. The new lease doubles the base lease term from 10 years to 20 years, increases contract revenue to approximately US$9.1 billion, adding approximately US$5.2 billion in rent; the company also introduced a cost-sharing mechanism that brings approximately US$500 million in incremental revenue over the 20-year lease term.
The cost is additional capital investment by the company: evolving tenant requirements in real time generated approximately US$409 million in change orders, of which tenants reimburse approximately US$50 million and Cipher self-funds the remaining US$359 million in exchange for the lease extension; in addition, due to scope evolution, inflation and rising labor costs, the company also shares construction costs with the tenant.
CFO Greg Mumford did the math: without the expansion, the company's cost would have reached US$12.3 million per IT MW and the average yield on cost would have fallen to approximately 13%; after the expansion, cost rises to approximately US$13 million per IT MW, but the incremental rent restores the yield on cost to approximately 15%, and adds 10 years to the lease term, improving credit, NPV and MOIC. He characterized it as "an incremental investment made in exchange for a significantly more valuable contract."
The CEO emphasized that the most valuable part is the direct relationship established with a "leading global AI lab," and that the company aims to develop multiple data centers for it over the coming years.
Progress on the Three Contracted Campuses and the Odessa Disposition
The three contracted campuses total 700 gross MW, representing approximately US$16.6 billion in contract revenue over the next twenty years (approximately US$28.4 billion including all extension options), with a weighted average lease term of 17.3 years.
Black Pearl delivered its first capacity ahead of schedule in August and recognized its first HPC lease revenue this quarter, having delivered 18 MW of critical IT capacity to date, with Phase 2 foundations and steel structure complete and electrical construction underway; Barber Lake's first data halls will be delivered in stages from Q4 2026 to Q1 2027; Stingray's earthworks and foundations are nearly complete, steel structure is underway, and the shell is expected to be completed in Q4.
Odessa, as the last bitcoin mine, produced approximately 296 bitcoins this quarter, and the company continues to evaluate monetizing its "speed-to-power" value as HPC development land, but made clear it "will not inject any equity into that site."
5.9 GW Near-Term Pipeline and On-Site Power as a New Engine
The development pipeline contains approximately 5.9 GW of near-term opportunities, with total portfolio capacity of approximately 6.8 GW. The Texas pipeline received several "Batch 0" classifications, including the 1 GW Colcus site receiving conditional base load classification, expected to receive final classification after the December data center audit, which the CEO called the "crown jewel."
Reveille and Ulysses have been approved for grid connection and are not within ERCOT's batch process. The company began construction this quarter of lateral pipelines capable of supporting up to 2.5 GW of on-site power generation, with power available as early as 2027, and has already held early commercial discussions for approximately 1 GW of on-site power data center leases. Mceska, Apollo and the Stingray expansion received PCLR classification (only 11 of approximately 150 conditional studied loads received it in the first batch). The newly acquired 70 MW Horizon campus has signed a grid connection agreement and is expected to be energized in 2029.
Full Conference Call Transcript
OPERATOR: Good day, and thank you for standing by. Welcome to the Q3 2026 business update conference call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. To ask a question during this session, please press star plus 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star plus 11 again.
Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Courtney Knight, Head of Investor Relations. Please go ahead.
Courtney Knight (Head of Investor Relations): Good morning, and thank you for joining us to discuss Cipher Mining's Q3 2026 business update. Joining me today are Tyler Page, Chief Executive Officer, and Greg Mumford, Chief Financial Officer. Please note that our press release and presentation are available on the Investor Relations section of our website, where this conference call is also being webcast. Please also note that this conference call is the property of Cipher Mining and any recording or other reproduction without prior consent is strictly prohibited.
Before we begin, I would like to remind everyone that the following discussion, as well as our press release and presentation, contains forward-looking statements. These statements include, but are not limited to, Cipher Mining's financial outlook, business plans and objectives, and other future events and developments, including statements regarding the market potential of our business operations, potential competition, and our goals and strategies. Forward-looking statements and risks in this conference call, including responses to your questions, are based on current expectations as of today, and Cipher undertakes no obligation to update or revise these statements except as required by law.
In addition, the following discussion may contain non-GAAP financial measures. We may use non-GAAP measures to describe the way we manage and operate our business. We reconcile non-GAAP measures to the most directly comparable GAAP measures, and we encourage you to review those reconciliations, which were filed with the earnings release issued earlier this morning. I will now turn the call over to our Chief Executive Officer, Tyler Page. Tyler.
Tyler Page (Chief Executive Officer): Thank you, Courtney. Good morning, everyone, and thank you for joining us today. I'm Tyler Page, Chief Executive Officer of Cipher Mining, and I'm pleased to welcome you to our Q3 2026 business update call. The past few months have tested our industry, but I want to be clear from the outset: Cipher Mining was built for this market. Recent regulatory developments and market volatility have generated plenty of headlines questioning where the industry is headed, but the underlying fundamentalscompute demand and the likeare only improving.
Tenant demand across our pipeline has never been stronger, and our strategywhich may be easy to overlook in calmer marketswill continue to prove its worth. The decisions we made early on about partner selection, project structuring, how to navigate a dynamic regulatory environment, and how to engage with our communities were made with these scenarios in mind. Facing a more selective financing market and rising construction costs, we have adjusted our playbook accordingly.
I'll detail these points one by one today, but first I want to take a moment at the outset to remind everyone who we are and what we do. Fundamentally, Cipher Mining identifies undervalued powered land, invests capital, applies execution, and unlocks its value through leasing and development. In short, Cipher Mining creates value by converting scarce power into long-term contracted infrastructure. Our model rests on six pillars. We acquire sites by creatively and cost-effectively identifying and securing land and power contracts. We lease those sites by signing long-term contracted cash flow agreements with the highest-credit-quality HPC tenantsrelationships we continue to deepen.
We finance the dealsGreg will discuss this in more depththrough pioneering capital markets solutions that support sustainable growth. We have successfully completed three project-level financings, each at a lower cost of capital than the last. We then use that capital to develop and deliver mission-critical infrastructure, building campuses around evolving tenant requirements with an in-house, seasoned engineering, procurement and construction team.
We hold and operate these sites, generating long-dated recurring cash flows; and finally, our financing structure allows us to release project equity from stabilized sites, recycle that capital back to the parent, and reinvest it in future development. Greg described this flywheel on a prior call, and it is the core of how we compound value over time. We have already proven this model on our first HPC data centers. We were among the first in the industry to sign leases, and we worked closely with each tenant to refine their bases of design, which deepened our construction expertise and strengthened customer relationships. These efforts have translated into three data center campuses totaling 700 gross MW, all nearing completion and leased to the world's most sophisticated technology companies.
Together they represent US$16.6 billion in contract revenue over the next twenty years, equivalent to approximately US$864 million in expected average annual net operating income (NOI). All three projects are under construction, Black Pearl has delivered its first capacity, and the remaining capacity across the three campuses is expected to come online in stages over the coming months. As our first HPC data centers near completion, we are building on the decisions that worked and refining our playbook for the future. I want to expand on a few of these points now. First and foremost, we remain focused on working with the highest-credit customers, whose strength underpins our ability to finance each project. We continue to deepen these relationships and are in conversations with every leading hyperscaler and AI lab about our substantial site pipeline.
Second, we remain disciplined in pursuing leases that make sense on a risk-adjusted return basis. That means a firm focus on our long-term colocation model. We are not a neo cloud. Neo cloud providers give customers direct access to chips. That model can also offer a larger headline revenue opportunity, but it comes with significantly greater risk and financing obligations. Revenue visibility is lower, risk exposure is higher, and margins are highly sensitive to changes in the cost of capital and spot pricing for compute.
As a long-term colocation provider, we deliver turnkey data center capacity, and tenants fit out the interiors themselves. Our capital is focused on the data center itself, not the chips inside it. In return, we sign long-term contracts with creditworthy counterparties, which gives us strong revenue visibility and more limited risk exposure. In a market where capital may be harder to obtain, that distinction matters. Lenders and investors are paying a premium for predictable contracted cash flows, and that is precisely what our model is designed to produce.
We believe this positions Cipher Mining to deliver one of the most attractive risk-adjusted returns in the industry, and we intend to stay focused on this strategy. So what has evolved? The first change is in how we think about pricing new leases. We evaluate each project on yield on costthe ratio of a site's stabilized annualized revenue to its total build cost. As the cost of capital rises across the market, we are focused on ensuring that new lease returns keep pace, which we believe is achievable given continued demand growth and the scarcity of available power over the coming years.
The spread between our yield on cost and our cost of capital is one of the ways we create value for shareholders, and we are focused on protecting that spread. In addition, we are now committing more development capital at the earliest stage of each project. In the early days of our transition to HPC data center development, both we and our tenants were willing to sign leases before the basis of design was fully defined in order to prioritize speed. Today we take a more prudent approach, aligning design requirements with tenants before signing leases to reduce the risk of significant change orders and schedule impacts as construction proceeds.
Across our near-term pipeline, we have been working to advance design completeness to 30% to 60% commercial completion before executing leases. This upfront engineering and design work gives us clearer visibility into supply chain and construction costs before we commit to lease economics. We combine this work with a selective, forward-looking procurement approach, locking in critical equipment early to protect our development schedule and insulate Cipher Mining from supply chain availability challenges and cost inflation.
In addition, we are evaluating various new structures for future leases, including executing construction reimbursement agreements with tenants prior to final lease execution. In sum, the fundamentals of our business are unchanged. We remain focused on creditworthy tenants, long-term colocation leases, and returns that justify the capital we deploy. What has changed is the rigor we apply to each new project, from how we price leases to how early we lock in design and procurement. We believe this evolved playbook positions Cipher Mining to grow with confidence and execute on a near-term opportunity pipeline of approximately 5.9 GW.
Now to our three contracted campuses. Across these leases, we partner with leading tenants at a weighted average lease term of 17.3 years, representing approximately US$16.6 billion in contract revenue, or approximately US$28.4 billion if all extension options are exercised. These cash flows are long-dated, highly visible, and backed by investment-grade credit. With Black Pearl already online and Barber Lake's first data halls coming online in stages, these projected cash flows are increasingly converting into realized revenue.
Now let's zoom out and look at the full picture we are building across our operating, contracted and future pipeline development, including grid connection and on-site power opportunities. The portfolio currently totals approximately 6.8 GW of capacity. Some of that reflects our contracted HPC capacity, as well as legacy bitcoin mining capacity at Odessa. But the vast majority sits in our pipeline, representing substantial growth beyond our existing contracts.
We are exceptionally positioned to capture multiple future growth levers through continued site acquisitions and expansions of existing sites, as well as adding on-site powerfor which our sites are particularly well suited. Turning to slide 7, I want to highlight several key developments this quarter. First and foremost, we amended and expanded the Barber Lake lease. The new lease adds 10 years to the term, bringing total contract revenue at the site to US$9.1 billion. We also established a phased delivery schedule, with data halls coming online from Q4 2026 through Q1 2027. Second, we are pleased to report that we recognized our first HPC lease revenue at Black Pearl in Q3, due in part to capacity delivered ahead of schedule at the tenant's request.
Revenue will continue to ramp as we deliver more capacity at Black Pearl, Barber Lake and Stingray over the coming months. Third, we made substantial progress on our Texas pipeline, with several pipeline sites receiving Batch 0 classifications, including the 1 GW conditional base load classification for Colcus. We expect final classification in December following completion of the data center audit. Fourth, we began construction of lateral gas pipelines capable of supporting up to 2.5 GW of on-site power generation.
These pipelines will connect multiple sites to natural gas supply, with power potentially available as early as late 2027. This on-site power strategy gives us an additional path to power beyond the grid and allows us to expand available capacity at our existing sites. Finally, we are proud to support the communities where we operate. Together with Fluidstack and Anthropic, we committed a combined US$10 million to repair and upgrade water infrastructure in Colorado City.
These funds will go toward municipal infrastructure upgrades identified by the city to improve water supply for residents following last summer's shortages. Turning to slide 8, I want to spend some time on our recent Barber Lake lease expansion, why we pursued it, and why it is a significant step forward for Cipher Mining and our shareholders. First, the numbers. The amendment doubles the base lease from 10 years to 20 years and increases contract revenue to approximately US$9.1 billion, adding US$5.2 billion in incremental rent. Importantly, every key project metric at Barber Lake, including IRR, MOIC and net present value, improved materially, even after accounting for the incremental capital investment required.
Despite the significance of these improved economics, the most valuable part of this transaction is the nascent direct relationship we have established with one of the world's leading AI labs. We expect this tenant to become one of the most important colocation tenants globally in the coming years, and our goal is to develop many data centers for it over time. The change in the nature of the lease also demonstrates this AI lab's long-term commitment to this specific site, which we view as a strong candidate for future expansion.
Growing Barber Lake alongside this tenant is central to our long-term ambitions for the site. Importantly, the amendment also establishes a phased delivery framework tied to our tenant's compute deployment, and we are on track against that plan. Data halls will be delivered from Q4 2026 through Q1 2027, and our tenant is actively deploying compute now. Before I walk through our portfolio and pipeline, I will turn the call over to our CFO, Greg, to provide more perspective on our expanding opportunity at Barber Lake.
Greg Mumford (Chief Financial Officer): Thank you, Tyler. This transaction is a significant commercial success. At Barber Lake, we added US$5.2 billion in revenue, extended the lease term by 10 years, contracted directly with a leading AI lab, and implemented a cost-sharing mechanism that generates approximately US$500 million in incremental revenue over the 20-year lease term. In exchange for these improved economics, Cipher Mining chose to commit additional capital to the project. That investment has two main components.
The first component is change orders. Our tenant's requirements evolved in real time during construction, generating approximately US$409 million in change orders under the lease. These costs were the tenant's responsibility and reimbursable to Cipher Mining. As part of the amendment, the tenant will reimburse approximately US$50 million, and Cipher Mining agreed to fund the remaining US$359 million in exchange for the 10-year lease extension and the significant incremental revenue that comes with it.
We believe this is an attractive exchange of near-term reimbursement for significantly greater long-term asset value. The second component is higher construction costs, driven by scope evolution, inflation and rising labor costs. Under the amendment, we share these costs equally with the tenant and recover our share through lease payments at an agreed rate of return over the lease term. The right side of the slide illustrates why we believe this is the right capital allocation decision. When Barber Lake was originally underwritten, our guidance was US$9 million to US$11 million per IT MW.
We ultimately financed the project at US$10.4 million per IT MW, supporting an average yield on cost of approximately 15%. Without the amendment, the combination of reimbursable tenant-driven change orders and broader scope evolution and inflationary pressure would have pushed Cipher Mining's cost to US$12.3 million per IT MW and reduced our average yield on cost to approximately 13%. Instead, we chose to commit additional capital to cover a portion of the reimbursable change orders and the additional costs needed to complete the project, in exchange for improved lease economics and a stronger relationship with the end user of the compute at our site.
Through this transaction, Cipher Mining's cost increases to approximately US$13 million per IT MW. But the added rent restores the project's average yield on cost to approximately 15%. At the same time, we added 10 years to the lease term, improved credit, added approximately US$5.2 billion in contract revenue, and improved the project's net present value and MOIC. This is not merely additional capital needed to complete the project, but an incremental investment made in exchange for a significantly more valuable contract.
We believe the additional long-term value we captured at Barber Lake significantly exceeds the incremental equity we invested to obtain it. With that, I will turn the call back to Tyler to walk through our current portfolio and pipeline.
Tyler Page (Chief Executive Officer): Thank you, Greg. Let's talk about the current portfolio, starting with Barber Lake. Construction is on schedule, and our tenant has begun deploying compute across the facility. We look forward to sharing further progress as we deliver the first data halls over the coming months, with the final data hall at the grid-connected facility expected to be delivered in Q1 2027. Over the past few months, we acquired 685 adjacent acres to support expansion opportunities at the campus.
Next, Black Pearl and Stingray. At Black Pearl, we delivered our first capacity ahead of schedule in August at the tenant's request and recognized our first HPC lease revenue. We have delivered 18 MW of critical IT capacity to date, and the remaining data halls in Phase 1 are progressing through MEP fit-out. In Phase 2, foundations and building steel are complete, and electrical construction is underway. We are working closely with the tenant to align the phased delivery schedule with its compute deployment plan, and construction is tracking those dates.
In addition, we acquired 256 adjacent acres to support future growth at the campus. Next, Stingray: earthworks, grading and pad preparation are nearly complete, steel erection is underway, and shell construction is expected to be completed in Q4. We are also continuing site work to support future expansion phases at the site, and we look forward to providing updates on Stingray as construction accelerates over the coming quarters.
Odessa, our last remaining operating bitcoin mine, performed well in Q3, producing approximately 296 bitcoins. We continue to evaluate monetizing Odessa's "speed-to-power" value as an HPC development site, value that comes from two sources: our long-lead equipment and site infrastructure, and the remaining term of our PPA. Together these provide a significant speed-to-power advantage to any future developer. We look forward to sharing updates as these conversations progress.
Now turning to an update on our development pipeline. Reveille and Ulysses are both fully approved for grid connection and are not within ERCOT's batch process. Demand for available capacity in 2027 is exceptionally strong, but we are focused on securing the right leases for Cipher Mining, not just the first leases we can sign. As I mentioned earlier, we are advancing design elements upfront with potential tenants, which will reduce the risk of cost and schedule impacts from change orders once construction begins.
We believe this prudent approach is the right one in a market facing inflation and supply chain challenges, and that spending more time on design and tenant alignment before lease execution will create more value for shareholders over time. Looking to 2028, our 1 GW Colcus site received conditional base load designation. We have fully cooperated with the data center audit and expect final classification in December. Given its scale and grid connection status, we view Colcus as a cornerstone of our future portfolio, and interest in the site is exceptionally strong. We are in discussions with multiple top-tier counterparties and, as always, are advancing engineering and design across the pipeline.
We have expanded the site to 622 acres, positioning Colcus to be lease-ready upon final classification. Several other sites in our portfolio received valuable PCLR designations within the studied load category, and we expect updates next year, but I want to spend a moment on on-site power, which we believe is Cipher Mining's next major near-term value driver. In Q3, we began construction of lateral gas pipelines capable of supporting up to 2.5 GW of generation, with first power potentially available as early as 2027. This timeline makes that capacity highly sought after across our contracted and pipeline sites, and we are currently in early but active commercial discussions for approximately 1 GW of data center leases powered by on-site generation.
Slide 16 shows the current full picture of our portfolio, including additions this quarter. I won't walk through every element, but I want to highlight a few points. This quarter we acquired Horizon, a 70 MW site in Texas. Horizon has signed a grid connection agreement with the utility and is expected to be energized in 2029. Our site acquisition team continues to build the pipeline, and Horizon is a good example of the opportunities they uncover: a site we acquired at an attractive price that we believe our expertise can unlock substantial value from as an HPC campus.
I also want to point out the PCLR designations received for Mceska, Apollo and the Stingray expansion. Of approximately 150 conditional studied load sites, only 11 initial sites received this designation, and these three are among them. PCLR status allows these sites to access their full power before local transmission upgrades, meaning we expect to receive all the megawatts we requested on the timeline submitted, a portion of which is subject to curtailment. We expect more clarity on curtailment terms next year, but we see multiple ways to design backup generation for that portion, which would allow us to commercialize these sites even before local transmission upgrades unlock full power.
Combined with up to 2.5 GW of potential on-site generation capacity from our investment in lateral gas pipelines, our total portfolio today reaches 6.8 GW. We believe hyperscalers and AI labs will have strong demand for our pipeline sites, and we will remain disciplined in how we bring each site to market, prioritizing creditworthy tenants, long-term contracts with attractive terms, and returns that create lasting value for shareholders. With that, I will turn the call over to Greg to walk through our financing activities, capital structure and Q3 financial results.
Greg Mumford (Chief Financial Officer): Thank you, Tyler. As Tyler said, demand for our capacity remains strong, and we believe Cipher Mining is well positioned in this market. That is evident in the performance of our project-level financings. Even as access to capital tightens across the industry, our project bonds have significantly outperformed peers, directly attributable to our prioritization from the outset of creditworthy tenants and financeable lease terms. Central to our strategy is financing each project efficiently with flexible structures that allow us to recycle capital into new development over time.
We also recognize that how we finance our next phase of growth is critical to our shareholders, and we are evaluating every financing decision with that in mind. Today I will cover the current state of our capital structure, details of our recent convertible notes offering, and our thinking on how we will finance future growth. Then I will review Q3 financial results. First, a look at our current capital structure and liquidity position. As discussed on prior calls, each of our three contracted campuses is financed at the project level through dedicated senior secured notes, with the parent providing equity alongside. This structure ring-fences project debt, which is serviced by long-term contracted rent from investment-grade counterparties and amortizes over the base lease term. Our pricing has steadily improved over time, from 7.8% at Barber Lake to 6.8% at Black Pearl to 6% at Stingray.
I want to briefly highlight how these project bonds have performed in what has been a more challenging credit market. Over the past few months, the broader AI infrastructure credit market has repriced significantly, while Cipher Mining's project bonds have held up notably better. We believe this relative performance matters because it validates the decisions we made long before the market became more challenging. From the outset, we deliberately prioritized the highest-credit tenants and lease terms designed to be financeable in a stable market.
These choices may be easy to overlook in an environment like this. But they have become a clear differentiator. We believe the relative outperformance of our bonds reflects the strength of our contracted cash flows, the quality of our counterparties, and our growing execution track record. This credit profile directly affects the availability and cost of capital for our future projects. After quarter-end, once we finalized the Barber Lake transaction and quantified the costs with a high degree of certainty, we issued US$850 million of 0% convertible senior notes due 2032 at a conversion price of US$15.31, and used a portion of the proceeds for our investment in the Barber Lake lease amendment. We chose the convertible market because it allowed us to lock in six-year corporate capital at a 0% coupon and a 35% conversion premium.
To further protect shareholders and consistent with our growth expectations, we also invested approximately US$90 million in capped calls, economically hedging dilution above US$28.35 per share, or 150% of the reference share price. At the same time, we exchanged approximately US$166 million of our 1.75% convertible notes due 2030 for common stock, retiring more than 90% of those notes and essentially eliminating all cash interest expense associated with that issuance.
Overall, total debt is approximately US$6.7 billion. That includes US$4.5 billion of non-recourse project-level secured notes and US$2.2 billion of parent-level convertible notes, almost all of which carry a 0% coupon. Net of cash and cash equivalents, net debt is approximately US$3 billion. After giving effect to the October offering and the Barber Lake funding, we have approximately US$724 million in unrestricted cash and cash equivalents. Importantly, our contracted projects are fully funded to completion.
At Barber Lake, a portion of the convertible proceeds funded the incremental investment associated with the lease amendment, while cost protections built into the Black Pearl and Stingray leases limit Cipher Mining's exposure above agreed capital expenditure thresholds. We have ample working capital to navigate a challenging market environment while continuing to invest proactively in our development pipeline. In sum, we have a capital structure well matched to our contracted cash flows, fully funded projects, and a flexible parent-level balance sheet capable of supporting our pipeline.
Now let's review Q3 2026 financial results. Q3 revenue was US$27 million, up from US$25 million in Q2. As Tyler said, the quarter includes our first HPC lease revenue and introduces segment disclosure. We reported GAAP net income of US$32 million for the quarter, compared with a GAAP net loss of US$268 million last quarter. The change was primarily driven by a US$127 million non-cash gain on warrant liabilities, compared with a US$151 million non-cash loss last quarter.
Adjusted EBITDA also improved to a loss of US$10 million, compared with a loss of US$30 million in Q2. Compensation and benefits decreased to US$39 million, primarily reflecting a decline in stock-based compensation. General and administrative expenses increased this quarter, driven by transaction-related consulting fees and a US$3 million charitable contribution to Colorado City. In Q3, we sold 632 bitcoins for US$45.5 million in cash, realizing a gain of US$500,000, compared with a realized loss of US$24 million in Q2.
This quarter, sales used lower-cost 2026 production into a recovering market. Looking below the operating line, interest income was US$33 million, down from US$36 million, as restricted cash was deployed into construction. Interest expense decreased from US$67 million to US$59 million. Capitalized interest rose from US$16 million to US$37 million as construction spending accelerated at Barber Lake, Black Pearl and Stingray, more than offsetting the first full quarter of interest on the Stingray notes.
Now to the balance sheet. As of September 30, 2026, we ended Q3 with US$7.7 billion in total assets, up US$3.4 billion from December 31 and essentially flat versus June 30. In Q3, we invested substantial capital across our three projects. Restricted cash decreased by US$1.5 billion during the quarter to US$2.2 billion. Over the same period, property and equipment increased by US$1.8 billion to US$3.9 billion, driven by ongoing construction at our sites.
We also continued to invest in our pipeline. Intangible assets increased by US$48 million, driven by site acquisition activity, and utility security deposits increased by US$62 million. On the liability side, accounts payable, accrued expenses and other current liabilities continue to reflect normal construction billing and payment timing. Deferred revenue increased to US$46 million, reflecting tenant prepayments and change orders billed ahead of recognition. Before opening the line for questions, I want to leave you with a few key takeaways. The Barber Lake amendment more than doubled contract revenue at the site and improved project returns across every key metric. We raised long-term capital at a 0% coupon with capped call protection against dilution for shareholders, and our contracted projects are now fully funded to completion with additional liquidity retained at the parent level. Finally, the steps we have taken on design and procurement position us to bring greater cost and schedule certainty to every future lease.
Today's market environment is more demanding, and we believe it favors Cipher Mining's strengths. We have a substantial pipeline of scarce power opportunities, deepening relationships with leading hyperscalers and AI labs, and capital flexibility that allows us to be selective about which opportunities we advance. Our goal is not growth for growth's sake, but converting these opportunities into long-dated contracted cash flows that create durable per-share value.
Thank you for your continued support. Tyler and I are happy to take your questions.
Q&A Session
OPERATOR: Thank you. As a reminder, to ask a question, please press star plus 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star plus 11 again. In fairness, we ask that you limit yourself to one question and one follow-up. Please stand by while we compile the Q&A roster. Our first question comes from Ryan Gravett with UBS Group AG. Your line is open.
Ryan Gravett (UBS Group AG): Okay, thanks guys. Given the Barber Lake update and the construction cost inflation the industry is broadly seeing, I wanted to ask how we should think about future capex requirements and spend per megawatt? Do you expect to be able to raise rents in line with inflation and construction costs on future projects and maintain development yields? Thank you.
Tyler Page (Chief Executive Officer): Thanks for the question. Let me try to answer first, and then Greg, you can add some color, as you may be more attuned to the daily market moves in financing costs. I would say broadly that we see an environment of supply chain stress and a mixed inflationary/deflationary environment on labor, which we think continues into 2027. It's hard to answer your question specifically because a lot depends on design requirements. One thing I would add is that tenants absolutely recognize that costs are rising, and they know that if they work with a company like Cipher Mining, we will finance the build on their behalf.
So what I would say is that what we have seen so far is tenants willing to raise rents as financing costs rise. I think what we are also seeing is an evolution in structure, meaning tenants are increasingly willing to accept arrangements like capex reimbursement agreements upfront, so they can lock in our long-lead equipment by putting up capital early to protect schedule, and then finance later. So I also think tenants are looking for ways to take cost out of the design, and as the thinking around these data centers continues to evolve, everything is still in flux.
So what I would say is that what we are seeing now is a willingness on their part to respond to that. Greg, do you want to add anything on the financing market?
Greg Mumford (Chief Financial Officer): Okay, sure. Thanks for the question, Ryan. We touched on this a bit in the prepared remarks, but I think it is worth emphasizing again. There are roughly 20 to 25 high-yield bond issuances in the market financing various types of tenants and various backstop arrangements across the spectrum. Within that group, three of the four tightest-spread bonds are ours.
I think that matters because it speaks to the work we have done historicallylocking in the highest-quality counterpartiesbut it is also about ensuring we continue to access the capital markets efficiently. So we are very focused on ensuring access to those capital markets. We believe that at the levels our bonds are trading, as long as we stay disciplined and focused on truly high-quality tenants, we can continue to go out and finance projects.
Ryan Gravett (UBS Group AG): Understood, thanks guys.
OPERATOR: Thank you. Please stand by for our next question. Our next question comes from Eric Lube Choi with Wells Fargo & Company. Your line is open.
Eric Lube Choi (Wells Fargo & Company Research Division): Okay, thanks for taking our questions. I wanted to touch on the Odessa project. I know the Odessa site, and I know New Era Energy signed a PPA with Luminant for a separate project, and I wanted to understand how that (if at all) changes the monetization opportunity for that site.
Tyler Page (Chief Executive Officer): Sure. So I think our opportunity to monetize that site for HPC remains very strong. I say that because we are familiar with the PPA they signed. I
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