Cipher Mining (NASDAQ: CIFR) COO sells 35,568 shares under 10b5-1 plan

Rhea-AI Filing Summary

Cipher Mining Inc. Co-President and COO Kelly Patrick Arthur reported an open-market sale of 35,568 shares of Common Stock. The transaction took place on February 17, 2026 at a weighted average price of $15.52 per share, with individual trade prices ranging from $15.02 to $16.03.

The sales were executed under a Rule 10b5-1 trading plan that Arthur adopted on May 12, 2025, meaning the trades were pre-arranged under preset instructions. After this sale, Arthur directly owned 1,477,076 shares of Cipher Mining common stock.

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).

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)
02/17/2026

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	02/17/2026		S		35,568(1)	D	$15.52(2)	1,477,076	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

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 $15.02 to $16.03. 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.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	02/19/2026
	** 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.

FAQ

What insider transaction did Kelly Patrick Arthur report for Cipher Mining (CIFR)?

Kelly Patrick Arthur reported selling 35,568 shares of Cipher Mining common stock. The open-market sale occurred on February 17, 2026 at a weighted average price of $15.52 per share, with trade prices ranging between $15.02 and $16.03 according to the filing footnotes.

At what prices were the Cipher Mining (CIFR) shares sold in this Form 4?

The reported Cipher Mining share sales were executed between $15.02 and $16.03 per share. The Form 4 lists a weighted average sale price of $15.52 per share, reflecting multiple trades within that range executed on February 17, 2026 under the trading plan.

How many Cipher Mining (CIFR) shares does Kelly Patrick Arthur hold after the Form 4 sale?

After the reported sale, Kelly Patrick Arthur directly holds 1,477,076 Cipher Mining common shares. This figure reflects his ownership following the 35,568-share open-market sale disclosed for February 17, 2026 in the Form 4 insider transaction report.

Was the Cipher Mining (CIFR) insider sale made under a Rule 10b5-1 trading plan?

Yes, the Form 4 states the sales were made under a Rule 10b5-1 trading plan. The plan was adopted by Kelly Patrick Arthur on May 12, 2025, allowing the February 17, 2026 transactions to be executed according to preset trading instructions.

What role does Kelly Patrick Arthur hold at Cipher Mining (CIFR) in this Form 4?

Kelly Patrick Arthur is identified as Co-President and Chief Operating Officer of Cipher Mining. The Form 4 lists him as an officer of the company, reporting his direct ownership and the February 17, 2026 open-market sale of common stock.