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[Form 4] Cipher Digital Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur reported compensation-related equity activity on June 30, 2026. He exercised a total of 140,005 performance and restricted stock units into Common Stock and had 71,474 shares withheld at $24.50 per share to cover tax obligations.

Following these non‑market transactions, Arthur held 1,550,065 shares of Common Stock directly. The derivative awards are described as RSUs and PSUs that vest in quarterly installments over three years, contingent on his continued service with the company.

Positive

  • None.

Negative

  • None.
Insider Kelly Patrick Arthur
Role Co-President and COO
Type Security Shares Price Value
Exercise Restricted Stock Units 33,967 $0.00 --
Exercise Restricted Stock Units 29,611 $0.00 --
Exercise Performance Stock Units 76,427 $0.00 --
Exercise Common Stock 33,967 $0.00 --
Tax Withholding Common Stock 17,341 $24.50 $425K
Exercise Common Stock 29,611 $0.00 --
Tax Withholding Common Stock 15,117 $24.50 $370K
Exercise Common Stock 76,427 $0.00 --
Tax Withholding Common Stock 39,016 $24.50 $956K
Holdings After Transaction: Restricted Stock Units — 999,749 shares (Direct, null); Performance Stock Units — 458,559 shares (Direct, null); Common Stock — 1,567,406 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock. 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. 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. 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.
Units exercised 140,005 units Total PSUs and RSUs converted to Common Stock on June 30, 2026
Tax-withholding shares 71,474 shares Shares delivered to satisfy tax liabilities at $24.50 per share
Tax-withholding price $24.50 per share Price used for F-code tax-withholding dispositions of Common Stock
Post-transaction holdings 1,550,065 shares Common Stock directly held by Kelly Patrick Arthur after transactions
Earned PSUs vested 305,707 PSUs Earned performance stock units that vested on December 19, 2025
RSU vesting period 3 years RSUs vest in equal quarterly installments over three years
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right to receive one share"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
vest in equal quarterly installments financial
"The RSUs vest in equal quarterly installments over a three-year period"
earned PSUs financial
"305,707 earned PSUs vested on December 19, 2025"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-President and COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026M33,967A(1)1,567,406D
Common Stock06/30/2026F17,341D$24.51,550,065D
Common Stock06/30/2026M29,611A(1)1,579,676D
Common Stock06/30/2026F15,117D$24.51,564,559D
Common Stock06/30/2026M76,427A(2)1,640,986D
Common Stock06/30/2026F39,016D$24.51,601,970D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/30/2026M33,967 (3) (3)Common Stock33,967$0999,749D
Restricted Stock Units(1)06/30/2026M29,611 (4) (4)Common Stock29,611$0970,138D
Performance Stock Units(2)06/30/2026M76,427 (5) (5)Common Stock76,427$0458,559D
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 Kelly07/02/2026
** Signature of Reporting PersonDate
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)