Cipher Digital (CIFR) CLO gains shares through RSU and PSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cipher Digital Inc. Co-President and CLO William Iwaschuk exercised equity awards and received additional common shares as part of his compensation. On March 31, 2026, he converted restricted stock units and performance stock units into a total of 140,006 shares of common stock at an exercise price of $0.00 per share.

To cover tax obligations, 65,905 common shares were disposed of at $12.87 per share through tax-withholding transactions, which are not open-market sales. Following these vesting and withholding events, he directly held 1,464,610 shares of Cipher Digital common stock.

Insider Trade Summary

140,006 shares exercised/converted

Mixed 9 txns

Insider Iwaschuk William

Role Co-President and CLO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	33,968	$0.00	--
Exercise	Restricted Stock Units	29,611	$0.00	--
Exercise	Performance Stock Units	76,427	$0.00	--
Exercise	Common Stock	33,968	$0.00	--
Tax Withholding	Common Stock	13,825	$12.87	$178K
Exercise	Common Stock	29,611	$0.00	--
Tax Withholding	Common Stock	11,934	$12.87	$154K
Exercise	Common Stock	76,427	$0.00	--
Tax Withholding	Common Stock	40,146	$12.87	$517K

Holdings After Transaction: Restricted Stock Units — 1,229,994 shares (Direct); Performance Stock Units — 534,986 shares (Direct); Common Stock — 1,424,477 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. 305,707 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

Shares acquired via RSU/PSU vesting: 140,006 shares Shares withheld for taxes: 65,905 shares Tax-withholding price: $12.87 per share +4 more

7 metrics

Shares acquired via RSU/PSU vesting 140,006 shares Common stock from derivative exercises on March 31, 2026

Shares withheld for taxes 65,905 shares Tax-withholding dispositions at $12.87 per share

Tax-withholding price $12.87 per share Price used for F-code tax dispositions on March 31, 2026

Post-transaction holdings 1,464,610 shares Common stock directly held after transactions

RSU tranche exercised 33,968 shares RSUs converted into common stock on March 31, 2026

Second RSU tranche exercised 29,611 shares Additional RSUs converted into common stock

PSU tranche exercised 76,427 shares Performance stock units converted into common stock

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"

vesting date financial

"The first vesting date occurred on March 31, 2025"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 09:37 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^*

Iwaschuk William

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-President and CLO

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		33,968	A	⁽¹⁾	1,424,477	D
Common Stock	03/31/2026		F		13,825	D	$12.87	1,410,652	D
Common Stock	03/31/2026		M		29,611	A	⁽¹⁾	1,440,263	D
Common Stock	03/31/2026		F		11,934	D	$12.87	1,428,329	D
Common Stock	03/31/2026		M		76,427	A	⁽²⁾	1,504,756	D
Common Stock	03/31/2026		F		40,146	D	$12.87	1,464,610	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			33,968	⁽³⁾	⁽³⁾	Common Stock	33,968	$0	1,229,994	D
Restricted Stock Units	⁽¹⁾	03/31/2026		M			29,611	⁽⁴⁾	⁽⁴⁾	Common Stock	29,611	$0	1,200,383	D
Performance Stock Units	⁽²⁾	03/31/2026		M			76,427	⁽⁵⁾	⁽⁵⁾	Common Stock	76,427	$0	534,986	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. 305,707 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	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) executive William Iwaschuk report in this Form 4?

William Iwaschuk reported exercises of restricted and performance stock units into common stock and related tax-withholding dispositions. These transactions reflect equity compensation vesting rather than open-market buying or selling of Cipher Digital shares.

How many Cipher Digital (CIFR) shares did William Iwaschuk acquire through vesting?

He acquired 140,006 shares of Cipher Digital common stock through the exercise or conversion of restricted stock units and performance stock units on March 31, 2026, at an exercise price of $0.00 per share as part of his compensation.

How many Cipher Digital (CIFR) shares were withheld for William Iwaschuk’s taxes?

A total of 65,905 shares of Cipher Digital common stock were disposed of at $12.87 per share in tax-withholding transactions. These dispositions paid tax obligations and did not represent open-market sales initiated by the executive.

What is William Iwaschuk’s Cipher Digital (CIFR) shareholding after these transactions?

After the March 31, 2026 transactions, William Iwaschuk directly held 1,464,610 shares of Cipher Digital common stock. This updated holding reflects both the vesting of stock units and the shares withheld to satisfy tax liabilities.

What are restricted stock units (RSUs) and performance stock units (PSUs) in Cipher Digital’s awards?

Each RSU or PSU represents a right to receive one share of Cipher Digital common stock upon vesting. RSUs vest in equal quarterly installments over three years, while earned PSUs vest in substantially equal quarterly installments, subject to continuous service.

Were William Iwaschuk’s Cipher Digital (CIFR) transactions open-market purchases or sales?

No open-market purchases or sales were reported. The Form 4 shows exercises or conversions of RSUs and PSUs into common shares and F-code tax-withholding dispositions, which cover tax liabilities rather than discretionary trading activity.