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

Rhea-AI Filing Summary

Kelly Patrick Arthur, Co-President and COO of Cipher Mining Inc. (ticker CIFR/CIFRW), reported the sale of common stock on 08/15/2025. The report shows 44,871 shares were disposed of at a weighted-average price of $5.20 per share under a pre-established Rule 10b5-1 trading plan adopted May 12, 2025. After the transaction, the reporting person beneficially owns 1,089,260 shares. The Form 4 indicates the sale was executed in multiple trades with prices ranging from $5.02 to $5.35 and that the reporting person will provide specific trade-level details upon request.

Positive

• Sale executed under a Rule 10b5-1 trading plan, demonstrating pre-planned execution and reduced signaling risk
• Reporting person retains a substantial holding after the sale: 1,089,260 shares remain beneficially owned

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sale under a 10b5-1 plan; routine disclosure with limited immediate market implication.

The reported transaction is a Rule 10b5-1 plan sale of 44,871 shares at a weighted average price of $5.20, leaving the reporting executive with 1,089,260 shares. Because the sale was executed pursuant to a pre-established trading plan adopted May 12, 2025, it reduces the informational asymmetry that can accompany unscheduled insider transactions. The quantity sold is modest relative to the post-sale holding, suggesting this is a planned liquidity event rather than an indication of a change in control or a material shift in insider conviction.

Corporate Governance Expert

TL;DR: Proper Rule 10b5-1 process followed; disclosure meets Section 16 reporting requirements.

The filing documents compliance with Rule 10b5-1 through an adoption date of May 12, 2025, and provides a weighted-average sale price plus a commitment to disclose per-trade details on request. From a governance perspective, use of a 10b5-1 plan is a recognized best practice for reducing perceptions of opportunistic insider trading. The report does not disclose any derivative transactions or joint filings that would materially alter the assessment of governance practices here.

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).

X

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^*

Kelly Patrick Arthur

(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 COO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		44,871(1)	D	$5.2(2)	1,089,260	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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.

2. The sales were executed in multiple trades at prices ranging from $5.02 to $5.35. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

Remarks:

	/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly	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 Kelly Patrick Arthur report on Form 4 for Cipher Mining (CIFRW)?

The report discloses a sale of 44,871 common shares on 08/15/2025 at a weighted-average price of $5.20, leaving 1,089,260 shares beneficially owned.

Was the insider sale for Cipher Mining (CIFRW) part of a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2025.

At what price range were the CIFR shares sold?

The sales were executed in multiple trades at prices ranging from $5.02 to $5.35; the Form 4 reports a weighted-average price of $5.20.

Does the Form 4 show any derivative transactions for the reporting person?

No. Table II (derivatives) contains no reported transactions; only a non-derivative common stock sale is disclosed.

Will detailed per-trade sale prices be available?

The reporting person states they will provide full information regarding the number of shares sold at each separate price within the disclosed range upon request to the issuer, any security holder, or the SEC staff.