Cipher Digital COO exercises stock units, keeps shares

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur increased his direct stake through equity award vesting.

Rhea-AI Filing Summary

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur increased his direct stake through equity award vesting. On March 31, 2026, he acquired a total of 140,006 shares of Common Stock via exercises of Restricted Stock Units and Performance Stock Units, which each convert into one share. On the same date, 59,958 shares were withheld at $12.87 per share to cover tax obligations. Following these routine compensation-related transactions, he directly owns 1,460,327 shares of Common Stock.

The RSUs and earned PSUs vest in substantially equal quarterly installments over three years, subject to his continuous service, with earlier tranches beginning to vest on March 31, 2025 and December 19, 2025.

Insider Trade Summary

140,006 shares exercised/converted

Exercise 9 txns

Insider Kelly Patrick Arthur

Role Co-President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	33,968	$0.00	$0.00
Exercise	Restricted Stock Units	29,611	$0.00	$0.00
Exercise	Performance Stock Units	76,427	$0.00	$0.00
Exercise	Common Stock	33,968	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	12,386	$12.87	$159K
Exercise	Common Stock	29,611	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,674	$12.87	$137K
Exercise	Common Stock	76,427	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	36,898	$12.87	$475K

Holdings After Transaction: Restricted Stock Units — 1,200,383 contracts (Direct); Performance Stock Units — 534,986 contracts (Direct); Common Stock — 1,499,856 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

Shares acquired via equity awards: 140,006 shares Shares withheld for taxes: 59,958 shares Post-transaction holdings: 1,460,327 shares +3 more

6 metrics

Shares acquired via equity awards 140,006 shares Common Stock from RSU and PSU exercises on March 31, 2026

Shares withheld for taxes 59,958 shares F-code tax-withholding dispositions at $12.87 per share on March 31, 2026

Post-transaction holdings 1,460,327 shares Common Stock directly owned by Kelly Patrick Arthur after March 31, 2026 transactions

Earned PSUs vested 305,707 units Earned Performance Stock Units that vested on December 19, 2025

RSU vesting schedule (set 1) 3 years, quarterly RSUs vest in equal quarterly installments starting March 31, 2025, subject to continuous service

RSU vesting schedule (set 2) 3 years, quarterly Additional RSUs vest quarterly over three years starting March 31, 2026, subject to continuous service

Key Terms

Restricted Stock Units, Performance Stock Units, tax-withholding disposition, continuous service, +1 more

5 terms

Restricted Stock Units financial

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

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 of Issuer's Common Stock."

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.

continuous service financial

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

vesting date financial

"The first vesting date occurred on March 31, 2025."

FAQ

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

What did Cipher Digital (CIFR) disclose about Kelly Patrick Arthur’s recent equity awards?

Cipher Digital reported that Co-President and COO Kelly Patrick Arthur acquired 140,006 Common Stock shares on March 31, 2026 through vesting of Restricted and Performance Stock Units. These awards are part of his equity compensation and convert into one share of Common Stock each.

How many Cipher Digital (CIFR) shares does Kelly Patrick Arthur hold after this Form 4?

After the March 31, 2026 transactions, Kelly Patrick Arthur directly holds 1,460,327 shares of Cipher Digital Common Stock. This figure reflects both the settlement of stock units into shares and the shares withheld to satisfy tax obligations related to those vesting events.

Were any Cipher Digital (CIFR) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sales. Instead, 59,958 shares were disposed of as a tax-withholding mechanism at $12.87 per share, meaning shares were withheld to cover tax liabilities arising from equity award vesting rather than being sold through market transactions.

How do the Restricted Stock Units for Cipher Digital’s COO vest over time?

The RSUs vest in equal quarterly installments over three years, on March 31, June 30, September 30 and December 15 of each year. Vesting is conditioned on Kelly Patrick Arthur’s continuous service, with the first RSU vesting date beginning on March 31, 2025 or March 31, 2026, depending on the grant.

What are Performance Stock Units (PSUs) in Cipher Digital’s Form 4 filing?

Performance Stock Units are equity awards where each unit represents a contingent right to receive one share of Cipher Digital Common Stock. The filing notes that 305,707 earned PSUs vested on December 19, 2025, with remaining earned PSUs vesting in substantially equal quarterly installments, subject to continued service.

How many Cipher Digital shares were used to cover taxes for the COO’s awards?

A total of 59,958 Common Stock shares were withheld for tax obligations on March 31, 2026. These were recorded as F-code tax-withholding dispositions at $12.87 per share, which is a non-market mechanism to satisfy exercise price or tax liabilities rather than a discretionary sale.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/02/2026 - 09:37 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)
03/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		M		33,968	A	(1)	1,453,776	D
Common Stock	03/31/2026		F		12,386	D	$12.87	1,441,390	D
Common Stock	03/31/2026		M		29,611	A	(1)	1,471,001	D
Common Stock	03/31/2026		F		10,674	D	$12.87	1,460,327	D
Common Stock	03/31/2026		M		76,427	A	(2)	1,536,754	D
Common Stock	03/31/2026		F		36,898	D	$12.87	1,499,856	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)	03/31/2026		M			33,968	(3)	(3)	Common Stock	33,968	$0	1,229,994	D
Restricted Stock Units	(1)	03/31/2026		M			29,611	(4)	(4)	Common Stock	29,611	$0	1,200,383	D
Performance Stock Units	(2)	03/31/2026		M			76,427	(5)	(5)	Common Stock	76,427	$0	534,986	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	04/02/2026
	** 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)