Cipher Digital COO converts awards into 140,005 shares

The Co-President and COO's award vesting schedules were subject to continuous service on each applicable vesting date.

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Form Type

Rhea-AI Filing Summary

Cipher Digital Inc. (CIFR) Co-President and COO Patrick Arthur Kelly reported converting restricted stock units and performance stock units into 140,005 common shares on September 30, 2026: RSU awards representing 33,967 and 29,611 shares, and PSUs representing 76,427 shares. His reported post-transaction common stock position was 382,132 shares. The RSUs vest in equal quarterly installments over three years, subject to continuous service; remaining earned PSUs vest in substantially equal quarterly installments, also subject to continuous service.

Insider Trade Summary

140,005 shares exercised/converted

Exercise 6 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	Common Stock ^F1	29,611	--	--
Exercise	Common Stock ^F2	76,427	--	--

Holdings After Transaction: Restricted Stock Units — 906,560 contracts (Direct); Performance Stock Units — 382,132 contracts (Direct); Common Stock — 1,741,975 shares (Direct)

Footnotes (5)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F2. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.
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.
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.
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 through award conversions: 140,005 shares RSUs converted: 33,967 shares RSUs converted: 29,611 shares +2 more

5 metrics

Common shares acquired through award conversions 140,005 shares September 30, 2026; RSU and PSU conversions

RSUs converted 33,967 shares September 30, 2026

RSUs converted 29,611 shares September 30, 2026

PSUs converted 76,427 shares September 30, 2026

Common stock held after transactions 382,132 shares Reported following the September 30, 2026 transactions

Key Terms

restricted stock unit, performance stock unit, contingent right

3 terms

restricted stock unit technical

"Each restricted stock unit ("RSU") represents a contingent right"

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 technical

"Each performance stock unit ("PSU") represents a contingent right"

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.

contingent right technical

"represents a contingent right to receive one share"

FAQ

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

How many common shares did CIFR Co-President and COO Patrick Arthur Kelly receive?

On September 30, 2026, the reported RSU and PSU conversions represented 140,005 common shares: 33,967 and 29,611 shares from RSUs, and 76,427 shares from PSUs. His reported post-transaction common stock position was 382,132 shares.

What vesting schedules applied to Patrick Arthur Kelly's CIFR awards?

The 33,967 RSUs vest in equal quarterly installments over three years, with the first vesting date on March 31, 2025; the 29,611 RSUs follow the same schedule, with the first vesting date on March 31, 2026. Remaining earned PSUs vest in substantially equal quarterly installments. Each schedule is subject to continuous service on each applicable vesting date.

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 10/02/2026 - 06:38 PM Accepted by SEC EDGAR 10/02/2026 - 06:38 PM

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

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2026		M		33,967	A	⁽¹⁾	1,635,937	D
Common Stock	09/30/2026		M		29,611	A	⁽¹⁾	1,665,548	D
Common Stock	09/30/2026		M		76,427	A	⁽²⁾	1,741,975	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	10/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR