Form 4: CYPH director gets 74,700 RSUs; vested at grant

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. (CYPH) reported an insider equity grant. A director received 74,700 restricted stock units (RSUs) on November 11, 2025 under the company’s 2022 Equity Incentive Plan for $0 consideration, with each RSU settling 1-for-1 into common stock.

The RSUs vested at issuance. Settlement will occur as soon as practicable after the earlier of the fifth business day following the director’s departure from the board or the first annual meeting of stockholders following the grant date. Following the transaction, the filing lists 74,700 derivative securities held direct.

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

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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^*

Martin Patricia A.

(Last) (First) (Middle)

C/O CYPHERPUNK TECHNOLOGIES INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]

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)
11/11/2025

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

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	$0(1)	11/11/2025		A		74,700		(2)	(2)	Common Stock	74,700	$0	74,700	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") to be settled on a 1 for 1 basis for shares of Cypherpunk Technologies Inc. ("Company") common stock, par value $0.001 per share ("Common Stock"). The RSUs were awarded pursuant to the Company's 2022 Equity Incentive Plan for no consideration.

2. The RSUs vested at issuance on November 11, 2025 (the "Grant Date"). Subject to the terms of the RSU award and applicable tax withholdings, the Company shall settle the RSUs for Common Stock as soon as practicable following the earlier to occur of (i) the fifth (5th) business day after the date the reporting person ceases for any reason to be a member of the Company's Board of Directors or (ii) the date of the first annual meeting of stockholders of the Company that occurs following the Grant Date.

	/s/ Douglas E. Onsi as attorney-in-fact for the reporting person	11/13/2025
	** 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).
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FAQ

What did Cypherpunk Technologies (CYPH) disclose in this Form 4?

A director was awarded 74,700 RSUs on November 11, 2025 under the 2022 Equity Incentive Plan for $0 consideration.

How do the Cypherpunk (CYPH) RSUs convert into shares?

Each RSU settles on a 1-for-1 basis into shares of common stock (par value $0.001 per share).

When do the CYPH RSUs vest and settle?

They vested at issuance. Settlement occurs after the earlier of the director leaving the board (plus 5 business days) or the first annual meeting following the grant date.

What is the ownership status after the transaction?

The filing shows 74,700 derivative securities beneficially owned, with direct ownership.

Was there any price paid for the RSUs?

No. The RSUs were awarded for no consideration ($0).

What plan authorized the RSU grant at Cypherpunk (CYPH)?

The grant was made under the company’s 2022 Equity Incentive Plan.