Cipher Mining COO sells 44,870 shares under 10b5-1 plan at $10.80 avg

Rhea-AI Filing Summary

Cipher Mining Inc. insider Patrick Arthur Kelly, who serves as Co-President and COO, reported the sale of 44,870 shares of CIFR common stock on 09/15/2025. The sales were executed under a Rule 10b5-1 trading plan adopted on May 12, 2025, with execution prices ranging from $10.50 to $11.28 and a reported weighted average price of $10.80. After the reported disposition, the reporting person beneficially owns 1,044,390 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filer notes availability of detailed per-trade pricing information upon request.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-authorization of trades
• Filing discloses price range and weighted average price, offering transparency
• Post-transaction beneficial ownership disclosed (1,044,390 shares)

Negative

• Officer sold 44,870 shares, a reduction in insider holdings
• Weighted average sale price $10.80 may be lower or higher than recent market levels (document provides range only)

Insights

Securities Compliance Analyst

TL;DR: Officer sale was executed under a pre-established 10b5-1 plan; disclosure is timely and specifies price range and remaining holdings.

The Form 4 shows a customary disposition by an executive using a Rule 10b5-1 plan, which limits concerns about opportunistic timing because trades were pre-authorized on May 12, 2025. The filing provides the weighted average price and a price range for the multiple trades, and it discloses the post-transaction direct beneficial ownership of 1,044,390 shares. From a compliance standpoint, the required information is present and the signature by attorney-in-fact is properly noted.

Corporate Governance Specialist

TL;DR: Insider sale is material for transparency but appears routine and fully disclosed.

The disclosed sale of 44,870 shares at prices between $10.50 and $11.28 reduces the officer's stake to over one million shares, which remains substantial. The use of a 10b5-1 plan and the explicit offer to provide per-trade details on request strengthen governance transparency. There is no indication in this Form 4 of unusual trading patterns or undisclosed related-party transactions.

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)
09/15/2025

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	09/15/2025		S		44,870(1)	D	$10.8(2)	1,044,390	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 $10.50 to $11.28. 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	09/16/2025
	** 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 did Patrick Arthur Kelly report on the Form 4 for CIFR?

The Form 4 reports the sale of 44,870 shares of Cipher Mining Inc. common stock on 09/15/2025 under a Rule 10b5-1 plan.

What price did the CIFR shares sell for on the reported transaction?

Sales were executed at prices ranging from $10.50 to $11.28 with a reported weighted average price of $10.80.

How many CIFR shares does the reporting person own after the sale?

The reporting person beneficially owns 1,044,390 shares following the reported transaction.

When was the 10b5-1 trading plan adopted for these CIFR sales?

The Rule 10b5-1 trading plan was adopted on May 12, 2025.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly on 09/16/2025.