Cipher Digital (CIFR) CEO settles RSU and PSU awards with tax-withholding shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cipher Digital Inc. Chief Executive Officer and director Page Tyler reported multiple stock-based compensation transactions on March 31, 2026. Tyler exercised restricted stock units and performance stock units that each convert into one share of common stock, receiving several blocks of common shares at a $0.00 exercise price.

To cover tax obligations on these vestings, the filing shows share dispositions classified as tax-withholding transactions at $12.87 per share, rather than open-market sales. After these exercises and associated tax withholdings, Tyler directly holds 8,507,180 shares of Cipher Digital common stock.

Insider Trade Summary

473,266 shares exercised/converted

Mixed 9 txns

Insider Page Tyler

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	113,225	$0.00	--
Exercise	Restricted Stock Units	105,285	$0.00	--
Exercise	Performance Stock Units	254,756	$0.00	--
Exercise	Common Stock	113,225	$0.00	--
Tax Withholding	Common Stock	46,147	$12.87	$594K
Exercise	Common Stock	105,285	$0.00	--
Tax Withholding	Common Stock	53,748	$12.87	$692K
Exercise	Common Stock	254,756	$0.00	--
Tax Withholding	Common Stock	130,053	$12.87	$1.67M

Holdings After Transaction: Restricted Stock Units — 3,956,727 shares (Direct); Performance Stock Units — 1,783,288 shares (Direct); Common Stock — 8,377,087 shares (Direct)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock. 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. 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, 2026. 1,019,022 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Key Figures

RSUs exercised (block 1): 113,225 units RSUs exercised (block 2): 105,285 units PSUs exercised: 254,756 units +3 more

6 metrics

RSUs exercised (block 1) 113,225 units Restricted Stock Units exercised into common stock on March 31, 2026

RSUs exercised (block 2) 105,285 units Restricted Stock Units exercised into common stock on March 31, 2026

PSUs exercised 254,756 units Performance Stock Units exercised into common stock on March 31, 2026

Tax-withholding shares 229,948 shares Common shares delivered for tax obligations at $12.87 per share

Tax-withholding price $12.87 per share Price used for F-code tax-withholding dispositions of common stock

Post-transaction holdings 8,507,180 shares Common stock directly owned after all March 31, 2026 transactions

Key Terms

Restricted Stock Units, Performance Stock Units, tax-withholding disposition, continuous service, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units financial

"Each performance stock unit ("PSU") represents a contingent right to receive one share"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

continuous service financial

"subject to the Reporting Person's continuous service on the applicable vesting date"

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 09:38 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
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).

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 DIGITAL INC.

1 VANDERBILT AVENUE, FLOOR 54

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cipher Digital 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		M		113,225	A	⁽¹⁾	8,377,087	D
Common Stock	03/31/2026		F		46,147	D	$12.87	8,330,940	D
Common Stock	03/31/2026		M		105,285	A	⁽¹⁾	8,436,225	D
Common Stock	03/31/2026		F		53,748	D	$12.87	8,382,477	D
Common Stock	03/31/2026		M		254,756	A	⁽²⁾	8,637,233	D
Common Stock	03/31/2026		F		130,053	D	$12.87	8,507,180	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/31/2026		M			113,225	⁽³⁾	⁽³⁾	Common Stock	113,225	$0	3,956,727	D
Restricted Stock Units	⁽¹⁾	03/31/2026		M			105,285	⁽⁴⁾	⁽⁴⁾	Common Stock	105,285	$0	3,851,442	D
Performance Stock Units	⁽²⁾	03/31/2026		M			254,756	⁽⁵⁾	⁽⁵⁾	Common Stock	254,756	$0	1,783,288	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. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

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.

4. 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, 2026.

5. 1,019,022 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Tyler Page	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cipher Digital (CIFR) CEO Page Tyler report in this Form 4?

Page Tyler reported vesting and exercise of restricted and performance stock units into common shares, along with related tax-withholding share dispositions. These are compensation-related events, not open-market purchases or sales, and reflect routine stock-based pay being settled in Cipher Digital common stock.

How many derivative shares did the Cipher Digital (CIFR) CEO exercise?

The filing shows exercises of 113,225 and 105,285 restricted stock units and 254,756 performance stock units. Each unit converts into one share of Cipher Digital common stock, so these three transactions together represent 473,266 underlying common shares delivered as equity compensation.

Were any of the Cipher Digital (CIFR) CEO’s Form 4 transactions open-market sales?

No open-market sales are reported. Dispositions are coded "F" and described as payment of tax liability by delivering shares. This means shares were withheld to satisfy taxes due on vesting, rather than being sold in the market for discretionary portfolio reasons.

What tax-withholding transactions appear in the Cipher Digital (CIFR) Form 4?

The Form 4 lists three tax-withholding dispositions of Cipher Digital common stock: 46,147 shares, 53,748 shares, and 130,053 shares. Each is priced at $12.87 per share and is classified as payment of tax liability by delivering securities, a standard mechanism for equity awards.

How many Cipher Digital (CIFR) shares does the CEO hold after these transactions?

Following the reported exercises and tax-withholding dispositions, Page Tyler directly owns 8,507,180 shares of Cipher Digital common stock. This post-transaction holding figure comes from the final total-shares-following-transaction entry in the non-derivative common stock section of the Form 4.

How do the Cipher Digital (CIFR) RSUs and PSUs mentioned in the Form 4 vest?

Footnotes explain that restricted stock units vest in equal quarterly installments over three years on March 31, June 30, September 30 and December 15, subject to continuous service. Earned performance stock units also vest in substantially equal quarterly installments after an initial vesting on December 19, 2025.