Cipher Mining (CIFR) Co-President logs insider sales and RSU vesting

Rhea-AI Filing Summary

Cipher Mining Inc. reported insider stock activity by Co-President and COO Patrick Arthur Kelly. On December 15, 2025, he sold 35,569 shares of common stock at a weighted average price of $15.08, with trades executed between $14.63 and $16.70. These sales were made under a pre-established Rule 10b5-1 trading plan adopted on May 12, 2025.

On the same date, restricted stock units (RSUs) covering 470,219 and 33,968 shares were converted into common stock, and shares totaling 240,047 and 17,341 were withheld at $14.74 per share, typically for tax obligations. After these transactions, Kelly directly beneficially owned over 1.3 million shares of common stock and continued to hold substantial RSU awards that vest over time.

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).

X

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 MINING INC.

1 VANDERBILT AVENUE, FLOOR 54

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cipher Mining 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)
12/15/2025

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
Common Stock	12/15/2025		S		35,569(1)	D	$15.08(2)	1,151,770	D
Common Stock	12/15/2025		M		470,219	A	(3)	1,621,989	D
Common Stock	12/15/2025		F		240,047	D	$14.74	1,381,942	D
Common Stock	12/15/2025		M		33,968	A	(3)	1,415,910	D
Common Stock	12/15/2025		F		17,341	D	$14.74	1,398,569	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	(3)	12/15/2025		M			470,219	(4)	(4)	Common Stock	470,219	$0	942,592	D
Restricted Stock Units	(3)	12/15/2025		M			33,968	(5)	(5)	Common Stock	33,968	$0	908,624	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.

2. The sales were executed in multiple trades at prices ranging from $14.63 to $16.70. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

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

4. Represents the early vesting and settlement of the second installment of the RSU award granted on March 9, 2024.

5. 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.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	12/17/2025
	** Signature of Reporting Person	Date
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