Cipher Digital COO exercises 166K RSUs, withholds 85K

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur reported routine equity compensation activity.

Rhea-AI Filing Summary

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur reported routine equity compensation activity. On June 14, 2026, 166,667 restricted stock units converted into an equal number of common shares at a stated price of $0.00 per share. On June 16, 2026, 85,084 common shares were disposed of at $26.03 per share to satisfy tax obligations through a tax-withholding disposition. Following these transactions, Arthur directly holds 1,533,439 shares of Cipher Digital common stock.

Insider Trade Summary

166,667 shares exercised/converted

Exercise 3 txns

Insider Kelly Patrick Arthur

Role Co-President and COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	85,084	$26.03	$2.21M
Exercise	Restricted Stock Units	166,667	$0.00	$0.00
Exercise	Common Stock	166,667	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,033,716 contracts (Direct); Common Stock — 1,533,439 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. F2. The RSUs vest in equal installments on each of June 14, 2024, June 14, 2025 and June 14, 2026, subject to the Reporting Person's continuous service on the applicable vesting date.

Key Figures

RSUs converted: 166,667 shares Tax-withholding shares: 85,084 shares Tax-withholding price: $26.03 per share +2 more

5 metrics

RSUs converted 166,667 shares Restricted stock units converting to common stock on June 14, 2026

Tax-withholding shares 85,084 shares Shares delivered for tax withholding on June 16, 2026

Tax-withholding price $26.03 per share Value applied to 85,084 shares for tax-withholding disposition

Shares held after transactions 1,533,439 shares Direct common stock ownership after June 2026 transactions

Exercise price for RSUs $0.00 per share Reported conversion price for RSUs into common stock

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security

3 terms

Restricted Stock Units financial

"The RSUs vest in equal installments on each of June 14, 2024, June 14, 2025 and June 14, 2026"

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.

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.

derivative security financial

"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.

FAQ

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

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

Cipher Digital reported that Co-President and COO Kelly Patrick Arthur had 166,667 RSUs convert into common stock, followed by a tax-withholding disposition of 85,084 shares at $26.03 per share, leaving him with 1,533,439 directly held common shares.

How many Cipher Digital (CIFR) RSUs vested for Kelly Patrick Arthur?

A total of 166,667 restricted stock units vested and converted into Cipher Digital common stock. Each RSU represented the right to receive one share, tied to service-based vesting dates on June 14 of 2024, 2025, and 2026 under the disclosed vesting schedule.

Why did Kelly Patrick Arthur dispose of Cipher Digital (CIFR) shares in this Form 4?

The 85,084 Cipher Digital shares were disposed of as a tax-withholding transaction. This means shares were delivered to cover tax liabilities arising from the RSU vesting, rather than an open-market sale initiated for portfolio or valuation reasons.

What price was used for the Cipher Digital (CIFR) tax-withholding shares?

The tax-withholding disposition involved 85,084 Cipher Digital common shares valued at $26.03 per share. This price is used for reporting the value of shares delivered to satisfy tax obligations associated with the vesting and conversion of restricted stock units.

How many Cipher Digital (CIFR) shares does Kelly Patrick Arthur hold after these transactions?

After the RSU conversion and tax-withholding disposition, Kelly Patrick Arthur directly holds 1,533,439 Cipher Digital common shares. This figure reflects his remaining reported ownership following the June 14, 2026 vesting and the June 16, 2026 tax-withholding transaction.

What is the vesting schedule of the Cipher Digital (CIFR) RSUs in this filing?

The RSUs vest in three equal installments on June 14, 2024, June 14, 2025, and June 14, 2026. Each vested RSU entitles the holder to receive one share of Cipher Digital common stock, contingent on continued service through the 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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Accepted by SEC EDGAR 06/16/2026 - 06:16 PM EDT 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)
06/14/2026

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	06/14/2026		M		166,667	A	(1)	1,618,523	D
Common Stock	06/16/2026		F		85,084	D	$26.03	1,533,439	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)	06/14/2026		M			166,667	(2)	(2)	Common Stock	166,667	$0	1,033,716	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 installments on each of June 14, 2024, June 14, 2025 and June 14, 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	06/16/2026
	** 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)