CIFR CEO reports PSU vesting and share gift; 6,979,887 owned

Rhea-AI Filing Summary

Cipher Mining (CIFR) CEO and Director Tyler Page reported insider equity activity on Form 4. On November 9, 2025, 1,419,237 performance stock units were settled into common stock November 10, 2025, he disposed of 724,521 shares at $19.65 per share gift of 238,000 shares beneficially owned 6,979,887 common shares directly. The PSUs vest in three tranches tied to market capitalization thresholds, and the second tranche vested on November 9, 2025.

Insights

Equity Compensation Analyst

CEO PSUs vested on market-cap milestone; net share increase after tax withholding and a charitable gift; neutral governance signal.

Cipher Mining reported CEO equity changes tied to performance stock units (PSUs). On 11/09/2025, 1,419,237 PSUs settled into common shares (code M). On 11/10/2025, 724,521 shares were disposed to cover taxes (code F at $19.65), and 238,000 shares were gifted to three recipients (code G). Direct holdings after these transactions total 6,979,887 shares. Net increase in directly held shares equals 456,716.

The filing confirms the second PSU tranche vested on 11/09/2025 based on specified market capitalization thresholds. PSUs have no expiration and vest, if at all, in three tranches. Following settlement, 1,419,236 PSUs remain beneficially owned, signaling potential future vesting contingent on further threshold achievement, per plan terms.

Key implications: a sizeable equity award reached a disclosed performance trigger, and statutory tax withholding reduced the gross shares delivered. Items to watch include any subsequent tranche vesting and future Form 4s that change the remaining 1,419,236 PSUs or direct holdings.

11/12/2025 - 06:24 PM

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
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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).

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^*

Page Tyler

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2025

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	11/09/2025		M		1,419,237	A	(1)	7,942,408	D
Common Stock	11/10/2025		F		724,521	D	$19.65	7,217,887	D
Common Stock	11/10/2025		G(2)		238,000	D	$0	6,979,887	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
Performance Stock Units	(1)	11/09/2025		M			1,419,237	(3)	(3)	Common Stock	1,419,237	$0	1,419,236	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

2. The transaction reported shows the Reporting Person's charitable gift of shares of the Issuer's Common Stock to three recipients.

3. The PSUs vest, if at all, in three tranches based on the Issuer's achievement of certain market capitalization thresholds. The second tranche of the PSUs vested on November 9, 2025. The PSUs have no expiration date.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Tyler Page	11/12/2025
	** 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).
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FAQ

What insider transaction did CIFR’s CEO report?

Tyler Page reported settlement of 1,419,237 PSUs into common stock 724,521 shares at $19.65 gift of 238,000 shares (code G).

How many CIFR shares does the CEO beneficially own after the transactions?

Following the reported transactions, he beneficially owned 6,979,887 shares of common stock (direct ownership).

When did the PSUs vest and how are they structured?

The PSUs vest in three tranches based on market capitalization thresholds; the second tranche vested on November 9, 2025.

What does transaction code M indicate in this context?

Code M reflects the exercise or conversion of a derivative security (here, PSUs) into common stock.

What were the details of the gifted shares by the CIFR CEO?

He made a charitable gift of 238,000 common shares to three recipients (code G).

Were any derivative securities remaining after the settlement?

Yes. The filing shows 1,419,236 derivative securities (PSUs) beneficially owned following the reported transactions.