Form 4: James Newsome sells 32,468 Cipher Mining shares at $6.16 average

Rhea-AI Filing Summary

Cipher Mining Inc. director James E. Newsome sold 32,468 shares of Common Stock on 08/18/2025 at a weighted average price of $6.16 per share. After the reported disposition, the reporting person beneficially owned 194,313 shares, reported as direct ownership. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Newsome on 08/19/2025. The filing discloses that the sale occurred in multiple transactions with prices ranging from $6.1601 to $6.165 and offers to provide detailed breakdowns on request.

Positive

• Timely, compliant disclosure of insider selling under Section 16 with offer to provide per-trade details
• Substantial retained ownership after sale: 194,313 shares remain beneficially owned

Negative

• Insider sale of 32,468 shares could be viewed negatively by some investors as a director disposition

Insights

Securities Analyst

TL;DR Director sale of 32,468 shares at a small price range; holdings remain material at 194,313 shares.

The transaction is a clear, time-stamped insider disposition reported on Form 4, showing a weighted average sale price of $6.16 across multiple trades. From an investor-materiality perspective this is a routine disclosure of insider selling rather than an operational development. The remaining beneficial ownership is substantial relative to a single individual, indicating continued alignment with shareholder interests. No derivatives or other compensatory arrangements are disclosed in this filing.

Corporate Governance Expert

TL;DR Routine Section 16 disclosure of director sales; compliant reporting and offer to provide per-trade details.

The Form 4 meets Section 16 reporting requirements by documenting the sale date, weighted average price, and post-transaction holdings. The filing includes a footnote offering to supply per-transaction pricing within the disclosed narrow band, which supports transparency. There is no indication of related-party transactions, option exercises, or plans triggering Rule 10b5-1 affirmative-defense notation on this form.

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^*

Newsome James E

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		32,468	D	$6.16(1)	194,313	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 price reported in Column 4 represents a weighted average sales price of $6.16. These shares were sold in multiple transactions at prices ranging from $6.1601 to $6.165, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnote 1 of this Form 4.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for James E. Newsome	08/19/2025
	** 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 James E. Newsome report in the Form 4 for Cipher Mining Inc. (CIFR/CIFRW)?

The Form 4 reports that Mr. Newsome sold 32,468 shares of Common Stock on 08/18/2025 at a weighted average price of $6.16 per share and retained 194,313 shares beneficially.

Was the sale executed at a single price or multiple prices?

The filing states the sale occurred in multiple transactions at prices ranging from $6.1601 to $6.165, with a weighted average of $6.16.

Does the Form 4 show any derivative transactions or option exercises by the reporting person?

No. Table II for derivative securities is blank and the filing discloses only a non-derivative sale of common stock.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by William Iwaschuk, Attorney-in-Fact for James E. Newsome on 08/19/2025.

Does the filing indicate the sale was made under a Rule 10b5-1 plan?

No. The Form 4 does not check or state that the transaction was made pursuant to a Rule 10b5-1 trading plan.