CIFR insider files: 204,525 shares disposed, major RSU vesting

Rhea-AI Filing Summary

Patrick Arthur Kelly, Co‑President and COO of Cipher Mining Inc. (CIFR), reported multiple insider transactions on 09/30/2025. The filing shows 366,667 RSUs and 33,968 RSUs treated as acquired under code M (vesting) and the conversion of those RSUs into common stock increases beneficial ownership totals. On the same date the report records open‑market sales: 187,184 shares sold at $12.59 and 17,341 shares sold at $12.59. After the transactions, the reporting person beneficially owns 1,223,873, 1,240,500, 1,257,841, and 1,411,057 shares as shown across lines reflecting different steps. The RSUs vest on scheduled dates, with one tranche completing on 09/30/2025 and other RSUs vesting in equal installments on prior specified dates and quarterly thereafter, subject to continuous service. The form is signed by an attorney‑in‑fact on 10/02/2025.

Positive

• 366,667 RSUs vested on 09/30/2025, converting to common shares and clarifying future ownership
• Quarterly vesting schedule disclosed with first vesting on 03/31/2025, providing transparent timing for additional share issuance

Negative

• 187,184 shares sold at $12.59 on 09/30/2025, reducing reported holdings
• 17,341 shares sold at $12.59 on 09/30/2025, further decreasing beneficial ownership

Insights

Corporate Insider Transactions Specialist

Insider disclosed scheduled RSU vesting and concurrent open‑market sales on 09/30/2025.

The filing documents the vesting of 366,667 and 33,968 RSUs (code M) which convert into common shares and increase reported beneficial ownership totals.

It also records sales totaling 204,525 shares (sum of 187,184 and 17,341) at $12.59 per share, reflected as dispositions. These are reported by the officer as required and include vesting schedules and service conditions.

Equity Compensation Analyst

Vesting schedule details and first quarterly vesting noted for RSUs granted.

The RSUs vest in equal installments on specific annual dates for one grant and in equal quarterly installments over three years for another, with the first quarterly vesting on 03/31/2025.

This clarifies the timing of share issuance from awards and the reported conversion of RSUs to common stock on 09/30/2025, showing how compensation awards affect share count.

Insider Trade Summary

400,635 shares exercised/converted

Mixed 6 txns

Insider Kelly Patrick Arthur

Role Co-President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	366,667	$0.00	--
Exercise	Restricted Stock Units	33,968	$0.00	--
Exercise	Common Stock	366,667	$0.00	--
Tax Withholding	Common Stock	187,184	$12.59	$2.36M
Exercise	Common Stock	33,968	$0.00	--
Tax Withholding	Common Stock	17,341	$12.59	$218K

Holdings After Transaction: Restricted Stock Units — 1,446,779 shares (Direct); Common Stock — 1,411,057 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest in equal installments on each of September 13, 2023, September 13, 2024 and September 30, 2025, subject to the Reporting Person's continuous service on the applicable vesting date. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
09/30/2025

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	09/30/2025		M		366,667	A	(1)	1,411,057	D
Common Stock	09/30/2025		F		187,184	D	$12.59	1,223,873	D
Common Stock	09/30/2025		M		33,968	A	(1)	1,257,841	D
Common Stock	09/30/2025		F		17,341	D	$12.59	1,240,500	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)	09/30/2025		M			366,667	(2)	(2)	Common Stock	366,667	$0	1,446,779	D
Restricted Stock Units	(1)	09/30/2025		M			33,968	(3)	(3)	Common Stock	33,968	$0	1,412,811	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 September 13, 2023, September 13, 2024 and September 30, 2025, subject to the Reporting Person's continuous service on the applicable vesting date.

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.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	10/02/2025
	** 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 transactions did Cipher Mining (CIFR) disclose on 09/30/2025?

The filing shows vesting of 366,667 RSUs and 33,968 RSUs (code M) and open‑market sales of 187,184 and 17,341 shares at $12.59 per share.

How many shares did Patrick Arthur Kelly beneficially own after the reported transactions?

The form lists post‑transaction beneficial ownership figures including 1,223,873, 1,240,500, 1,257,841, and 1,411,057 across the reported lines.

What do the RSUs represent and when do they vest?

Each RSU is a contingent right to one share. One grant vests in equal annual installments with the final tranche on 09/30/2025; another vests in equal quarterly installments over three years with first vesting on 03/31/2025.

At what price were the shares sold according to the Form 4?

Sales recorded on 09/30/2025 show a price of $12.59 per share for the reported dispositions.

Who signed the Form 4 for the reporting person?

The form is signed by William Iwaschuk, Attorney‑in‑Fact for Patrick Arthur Kelly on 10/02/2025.