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Cipher Digital (CIFR) CEO exercises PSUs and covers taxes in shares

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

Rhea-AI Filing Summary

Cipher Digital Inc. Chief Executive Officer Page Tyler exercised 1,419,236 Performance Stock Units into Common Stock on June 22, 2026, following market-cap-based vesting. Of these shares, 724,520 were delivered back to the company at $28.14 per share to cover tax obligations, a non-market disposition. Tyler now holds 8,965,062 shares directly and 400,000 shares indirectly through Impa Holdings LLC, a family trust–related entity over which Tyler has investment authority.

Positive

  • None.

Negative

  • None.
Insider Page Tyler
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Stock Units 1,419,236 $0.00 --
Exercise Common Stock 1,419,236 $0.00 --
Tax Withholding Common Stock 724,520 $28.14 $20.39M
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct, null); Common Stock — 9,689,582 shares (Direct, null); Common Stock — 400,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock. On May 12, 2026, the Reporting Person transferred 400,000 shares of the Issuer's Common Stock to Impa Holdings LLC. The Reporting Person serves as the managing member of Impa Holdings LLC, and 100% of its membership interests are held by a trust for the benefit of certain members of the Reporting Person's immediate family over which the Reporting Person has investment authority. The PSUs vest, if at all, in three tranches based on the Issuer's achievement of certain market capitalization thresholds. The third tranche of the PSUs vested on June 22, 2026. The PSUs have no expiration date.
PSUs exercised 1,419,236 units Performance Stock Units converted to Common Stock on June 22, 2026
Shares withheld for taxes 724,520 shares Delivered at $28.14 per share to cover tax obligations
Tax withholding price $28.14 per share Value used for 724,520-share tax-withholding disposition
Direct holdings after transaction 8,965,062 shares Common Stock directly held by CEO Page Tyler following Form 4
Indirect holdings 400,000 shares Common Stock held via Impa Holdings LLC for family trust
Exercise events 1 derivative exercise Exercise of derivative security (PSUs) reported in transaction summary
Tax-withholding events 1 disposition Tax-withholding disposition of Common Stock reported in summary
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
"transaction_action": "tax-withholding disposition""
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.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
market capitalization thresholds financial
"vest, if at all, in three tranches based on the Issuer's achievement of certain market capitalization thresholds"
investment authority financial
"for the benefit of certain members of the Reporting Person's immediate family over which the Reporting Person has investment authority"
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Form 4 Insider Transactions: What Each Field Means →
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*
Page Tyler
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026		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 Stock06/22/2026M1,419,236A(1)9,689,582D
Common Stock06/22/2026F724,520D$28.148,965,062D
Common Stock400,000ISee Footnote(2)
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
Performance Stock Units(1)06/22/2026M1,419,236 (3) (3)Common Stock1,419,236$00D
Explanation of Responses:
1. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.
2. On May 12, 2026, the Reporting Person transferred 400,000 shares of the Issuer's Common Stock to Impa Holdings LLC. The Reporting Person serves as the managing member of Impa Holdings LLC, and 100% of its membership interests are held by a trust for the benefit of certain members of the Reporting Person's immediate family over which the Reporting Person has investment authority.
3. The PSUs vest, if at all, in three tranches based on the Issuer's achievement of certain market capitalization thresholds. The third tranche of the PSUs vested on June 22, 2026. The PSUs have no expiration date.
Remarks:
/s/ William Iwaschuk, Attorney-in-Fact for Tyler Page06/23/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cipher Digital (CIFR) report for CEO Page Tyler?

Cipher Digital reported that CEO Page Tyler exercised 1,419,236 Performance Stock Units into Common Stock. The transaction reflects equity compensation vesting and conversion rather than an open-market stock purchase, giving Tyler additional direct ownership in the company’s shares.

How many Cipher Digital (CIFR) shares were withheld for taxes in the CEO’s Form 4?

In the Form 4, 724,520 Cipher Digital Common shares were delivered at $28.14 per share to satisfy tax obligations. This tax-withholding disposition is not an open-market sale but a standard mechanism to pay taxes on vested equity awards.

What are Performance Stock Units in the Cipher Digital (CIFR) CEO’s filing?

Each Performance Stock Unit, or PSU, represents a contingent right to receive one share of Cipher Digital Common Stock. The PSUs vest in three tranches based on the company achieving specified market capitalization thresholds, aligning the award with long-term company performance.

How many Cipher Digital (CIFR) shares does CEO Page Tyler hold after this Form 4?

After these transactions, CEO Page Tyler holds 8,965,062 Cipher Digital Common shares directly. In addition, 400,000 shares are held indirectly through Impa Holdings LLC, whose membership interests benefit certain immediate family members and over which Tyler has investment authority.

What is Impa Holdings LLC in relation to Cipher Digital (CIFR) CEO Page Tyler?

Impa Holdings LLC holds 400,000 Cipher Digital Common shares transferred on May 12, 2026. Page Tyler serves as managing member, while all membership interests are owned by a trust benefiting certain family members, with Tyler retaining investment authority over the trust’s holdings.

How did Cipher Digital (CIFR) determine vesting for the CEO’s PSUs?

The Performance Stock Units vest in three tranches based on Cipher Digital’s market capitalization reaching certain thresholds. The filing notes that the third tranche vested on June 22, 2026, and that the PSUs do not have an expiration date once granted under these conditions.