Cipher Digital COO adds 71,474 tax-withheld shares

The amended report also records 71,474 shares delivered or withheld at $15.83 per share and a reported balance of 382,132 performance stock units.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Cipher Digital Inc. (CIFR) Co-President and COO Patrick Arthur Kelly reported acquiring 140,005 common shares on September 30, 2026, through conversion of 33,967 and 29,611 restricted stock units and 76,427 performance stock units. The RSUs vest in equal quarterly installments over three years, subject to continuous service on each vesting date.

The amendment adds reporting of shares withheld to satisfy tax withholding obligations. The transaction rows report 71,474 shares delivered or withheld for payment of exercise price or tax liability at $15.83 per share. The reported balance following the PSU transaction was 382,132 performance stock units.

Insider Trade Summary

140,005 shares exercised/converted

Exercise 9 txns

Insider Kelly Patrick Arthur

Role Co-President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F3	33,967	$0.00	$0.00
Exercise	Restricted Stock Units F1, F4	29,611	$0.00	$0.00
Exercise	Performance Stock Units F2, F5	76,427	$0.00	$0.00
Exercise	Common Stock F1	33,967	--	--
Exercise Price or Tax Liability	Common Stock	17,341	$15.83	$275K
Exercise	Common Stock F1	29,611	--	--
Exercise Price or Tax Liability	Common Stock	15,117	$15.83	$239K
Exercise	Common Stock F2	76,427	--	--
Exercise Price or Tax Liability	Common Stock	39,016	$15.83	$618K

Holdings After Transaction: Restricted Stock Units — 906,560 contracts (Direct); Performance Stock Units — 382,132 contracts (Direct); Common Stock — 1,670,501 shares (Direct)

Footnotes (5)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. F2. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.
3. F3. The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.
4. F4. The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.
5. F5. 305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Key Figures

Common shares acquired: 140,005 shares Shares delivered or withheld: 71,474 shares Price per share: $15.83 per share +4 more

7 metrics

Common shares acquired 140,005 shares Through conversion of RSUs and PSUs on September 30, 2026

Shares delivered or withheld 71,474 shares For payment of exercise price or tax liability on September 30, 2026

Price per share $15.83 per share Reported for the shares delivered or withheld

RSUs converted 33,967 shares September 30, 2026 transaction

RSUs converted 29,611 shares September 30, 2026 transaction

PSUs converted 76,427 shares September 30, 2026 transaction

Performance Stock Units following transaction 382,132 units Reported balance following the PSU transaction

Key Terms

restricted stock unit, performance stock unit, continuous service

3 terms

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

performance stock unit financial

"Each performance stock unit represents a contingent right to receive one share"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

continuous service technical

"subject to the Reporting Person's continuous service on the applicable vesting date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CIFR shares did Patrick Arthur Kelly acquire and deliver or withhold?

Patrick Arthur Kelly reported acquiring 140,005 common shares on September 30, 2026: 33,967 and 29,611 shares from RSUs and 76,427 from PSUs. He also reported 71,474 shares delivered or withheld for payment of exercise price or tax liability at $15.83 per share.

What are the vesting terms for Patrick Arthur Kelly's CIFR RSUs?

The 33,967 RSUs vest in equal quarterly installments over three years, subject to continuous service on each vesting date, with the first vesting date on March 31, 2025. The separate 29,611-RSU group has the same installment and service condition, with its first vesting date on March 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/08/2026 - 06:58 PM Accepted by SEC EDGAR 10/08/2026 - 06:57 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelly Patrick Arthur

(Last) (First) (Middle)

C/O CIPHER DIGITAL INC.

1 VANDERBILT AVENUE, FLOOR 54

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cipher Digital Inc. [ CIFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/02/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2026		M		33,967	A	(1)	1,635,937	D
Common Stock	09/30/2026		F		17,341	D	$15.83	1,618,596	D
Common Stock	09/30/2026		M		29,611	A	(1)	1,648,207	D
Common Stock	09/30/2026		F		15,117	D	$15.83	1,633,090	D
Common Stock	09/30/2026		M		76,427	A	(2)	1,709,517	D
Common Stock	09/30/2026		F		39,016	D	$15.83	1,670,501	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/30/2026		M			33,967	(3)	(3)	Common Stock	33,967	$0	936,171	D
Restricted Stock Units	(1)	09/30/2026		M			29,611	(4)	(4)	Common Stock	29,611	$0	906,560	D
Performance Stock Units	(2)	09/30/2026		M			76,427	(5)	(5)	Common Stock	76,427	$0	382,132	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

3. The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.

4. The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.

5. 305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Remarks:

This Form 4 is being amended to include shares withheld to satisfy tax withholding obligations.

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	10/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)