Cipher Digital (CIFR) awards COO 355,338 restricted stock units

Rhea-AI Filing Summary

Kelly Patrick Arthur reported acquisition or exercise transactions in this Form 4 filing.

Cipher Digital Inc. reported that Co-President and COO Kelly Patrick Arthur received a grant of 355,338 restricted stock units.

Each unit represents one share of common stock and vests in equal quarterly installments over three years starting on March 31, 2026, subject to continued service. Following this award, he directly holds 1,263,962 restricted stock units.

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

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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 NY 10017

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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

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

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

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)	02/25/2026		A		355,338		(2)	(2)	Common Stock	355,338	$0	1,263,962	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. 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, with the first vesting date occurring on March 31, 2026, subject to the Reporting Person's continuous service on the applicable vesting date.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	02/27/2026
	** 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.

FAQ

What insider transaction did Cipher Digital (CIFR) report for Kelly Patrick Arthur?

Cipher Digital reported that Co-President and COO Kelly Patrick Arthur received a grant of 355,338 restricted stock units. The award is a form of equity compensation tied to the company’s common stock and increases his direct restricted stock unit holdings to 1,263,962.

How many restricted stock units did CIFR grant to its Co-President and COO?

Cipher Digital granted 355,338 restricted stock units to Co-President and COO Kelly Patrick Arthur. These units represent potential future shares of common stock, aligning his compensation with shareholder interests through equity that vests over time rather than an immediate cash transaction.

What is the vesting schedule for Kelly Patrick Arthur’s new RSUs at Cipher Digital (CIFR)?

The 355,338 RSUs vest in equal quarterly installments over three years. Vesting dates are March 31, June 30, September 30, and December 15 each year, beginning March 31, 2026, and are conditioned on his continued service with Cipher Digital on each vesting date.

What does each restricted stock unit granted by Cipher Digital (CIFR) represent?

Each restricted stock unit granted to Kelly Patrick Arthur represents a contingent right to receive one share of Cipher Digital’s common stock. Delivery occurs only as the units vest under the schedule and service conditions, making RSUs a long-term incentive rather than immediate share ownership.

What is Kelly Patrick Arthur’s RSU balance at Cipher Digital after this grant?

After receiving the 355,338-unit grant, Kelly Patrick Arthur directly holds a total of 1,263,962 restricted stock units. This figure reflects his derivative equity position in Cipher Digital, tied to potential future issuance of common shares as his RSUs vest over time.