CIFR insider files RSU vesting of 366,667 and share sales at $12.59

Rhea-AI Filing Summary

Cipher Mining Inc. insider William Iwaschuk, Co‑President and CLO, reported multiple transactions on 09/30/2025. He acquired 366,667 restricted stock units (RSUs) that vested and acquired 33,968 RSUs under two award schedules, which increase his beneficial ownership to 1,446,779 and 1,412,811 shares in separate line items. Concurrently he disposed of 202,767 shares and 18,785 shares by sale at $12.59 per share, reducing reported holdings in those lines to 1,212,399 and 1,227,582 respectively. The RSUs have zero exercise price and vest according to stated schedules, subject to continuous service.

Positive

• 366,667 RSUs vested on 09/30/2025, increasing beneficial ownership
• 33,968 RSUs vested (quarterly schedule began 03/31/2025), further aligning compensation with long‑term equity

Negative

• Reported sale of 202,767 shares at $12.59 on 09/30/2025
• Reported sale of 18,785 shares at $12.59 on 09/30/2025

Insights

Corporate Governance Analyst

Insider vested RSUs and partial sales on 09/30/2025; net holdings remain substantial.

The filing shows 366,667 RSUs and 33,968 RSUs vesting under separate schedules, each representing a right to one share at $0 exercise price, which increases the Reporting Person's beneficial ownership in line items to 1,446,779 and 1,412,811.

The Reporting Person sold 202,767 and 18,785 shares at $12.59, reported as disposals on the same date. This combination of vesting and sales is a routine executive compensation realization event; the filing does not disclose reasons for the sales.

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).

1. Name and Address of Reporting Person^*

Iwaschuk William

(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 CLO

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)	1,415,166	D
Common Stock	09/30/2025		F		202,767	D	$12.59	1,212,399	D
Common Stock	09/30/2025		M		33,968	A	(1)	1,246,367	D
Common Stock	09/30/2025		F		18,785	D	$12.59	1,227,582	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	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 transactions did Cipher Mining (CIFR) insider William Iwaschuk report?

On 09/30/2025 he reported vesting of 366,667 RSUs and 33,968 RSUs and sales of 202,767 and 18,785 common shares at $12.59 per share.

How many shares does the filing show William Iwaschuk beneficially owns after the transactions?

The filing lists beneficial ownership line items of 1,446,779, 1,412,811, 1,227,582, and 1,212,399 shares following the reported transactions.

What is the exercise price of the vested RSUs reported in the Form 4?

Each vested RSU has an effective exercise price of $0, representing a contingent right to one share of common stock.

When do the RSUs vest according to the filing?

One RSU grant vests in equal installments on 09/13/2023, 09/13/2024, and 09/30/2025. The other vests in equal quarterly installments beginning 03/31/2025.

What is William Iwaschuk's role at Cipher Mining referenced in the filing?

The filing identifies him as a Director, Co‑President and Chief Legal Officer (CLO) of Cipher Mining Inc.