[Form 4] Cipher Mining Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

National CineMedia, Inc. (NCMI) – Form 4 overview: Chief Financial Officer Ronnie Y. Ng reported insider transactions dated 06/30/2025.

• 38,750 restricted stock units vested and automatically converted to common stock (Transaction Code M) at a zero exercise price.
• To satisfy withholding taxes, 18,914 shares were sold on the open market at a weighted-average price of $4.8177 (Code S).
• Net share increase: 19,836 shares, raising Ng’s direct beneficial ownership to 163,385 shares.
• No derivative securities remain from this grant after conversion.

The filing reflects routine equity-award vesting and related tax sale rather than a discretionary market trade. Market impact is therefore expected to be limited.

Positive

• Net insider ownership increased by 19,836 shares, suggesting continued stake in the company.

Negative

• 18,914 shares were sold in the market, although solely for tax-withholding purposes.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; CFO retains most shares—neutral market signal.

The CFO’s action converted vested RSUs into stock and sold only the amount needed to cover taxes, leaving a net addition of nearly 20 k shares. Such tax-related sales are common and do not typically indicate a change in insider sentiment. Post-transaction ownership of 163,385 shares shows continued alignment with shareholders. Overall, I classify the event as immaterial to valuation or short-term trading dynamics.

Corporate Governance Expert

TL;DR: Standard compliance filing; maintains insider ownership, no governance red flags.

The Form 4 is timely and complete, disclosing a Rule 10b5-1-compliant transaction. The insider followed best practice by selling only to cover statutory taxes, so there is no evidence of opportunistic trading. Governance risk remains unchanged.

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 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)
06/30/2025

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	06/30/2025		M		33,968	A	(1)	1,067,284	D
Common Stock	06/30/2025		F		18,785	D	$4.78	1,048,499	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)	06/30/2025		M			33,968	(2)	(2)	Common Stock	33,968	$0	1,813,446	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 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	07/02/2025
	** 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

How many NCMI shares did the CFO acquire on 06/30/2025?

38,750 shares were acquired through RSU vesting.

What price were the shares sold to cover taxes in the NCMI Form 4?

The shares were sold at a weighted-average price of $4.8177.

What is the CFO's total NCMI ownership after the reported transactions?

Ronnie Ng now directly owns 163,385 shares of National CineMedia.

Were any derivative securities left outstanding after the transaction?

No, the RSUs were fully converted, leaving 0 derivative securities from this grant.

Is the sale portion of the transaction discretionary or tax-related?

The Form 4 states the sale was to satisfy tax obligations upon RSU vesting.