Cipher Mining Inc. SEC Filings

Health Catalyst, Inc. (NASDAQ: HCAT) reported the results of its July 9, 2025 Annual Meeting on Form 8-K. A quorum of 53,125,841 shares (76.3% of the 69,601,233 shares outstanding) was present. All four proposals on the ballot passed with solid majorities.

• Board elections: Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for three-year terms ending in 2028. Support levels differed markedly: Gallagher received 37.1 million ‘for’ votes (79.8% support) versus 9.4 million withheld, while Dr. Hoggard Green secured 45.3 million ‘for’ votes (97.4% support).
• Auditor ratification: Ernst & Young LLP was ratified as independent auditor for FY 2025 with 53.1 million ‘for’ votes (99.9% support).
• Say-on-pay: Compensation of named executive officers was approved with 45.0 million ‘for’ votes (96.7% support).
• Governance reform: Shareholders backed an advisory resolution (99.2% support) asking the board to initiate action to declassify itself, signaling a strong preference for annual director elections.

No other material transactions, financial results or strategic announcements were disclosed in this filing. The outcome strengthens the company’s corporate governance profile, though the relatively higher dissent (20.2%) against Mr. Gallagher suggests targeted shareholder concerns. Overall, the filing is routine and is unlikely to move the stock materially absent further action on declassification.

Citigroup Global Markets Holdings Inc. (fully and unconditionally guaranteed by Citigroup Inc.) has filed Product Supplement No. IE-05-09 to its March 7, 2023 base prospectus and July 10, 2025 prospectus supplement for future issuances of Medium-Term Senior Notes, Series N – “Range Accrual Securities.”

The document establishes general terms that will apply to any future pricing supplement issued under this program. Key structural elements include:

• Underlying exposure: Each note will be linked to an equity index (and possibly one or more interest-rate benchmarks). The combined reference is defined as the “Underlying Market Measure(s).”
• Variable coupons: Notes pay a contingent, variable coupon that can be as high as the “Contingent Rate” stated in the future pricing supplement or as low as 0%. The actual rate for any period depends on (i) the set Contingent Rate (fixed or floating) and (ii) the number of “Accrual Days” during which the Accrual Condition is satisfied.
• Principal risk: Repayment of 100% of principal at maturity is not guaranteed. The redemption amount will be determined by the index level on the Final Valuation Date; investors may receive significantly less than par, including the possibility of a total loss of principal, and never more than par (excluding any final coupon).
• No upside participation: Investors do not benefit from any appreciation in the underlying index; upside is limited to received coupons.
• Credit exposure: The securities are unsecured senior obligations of Citigroup Global Markets Holdings Inc.; payments are further guaranteed on an unsecured basis by Citigroup Inc. All cash flows are therefore subject to C credit risk.
• Issuer call right: If specified in an individual pricing supplement, the issuer may redeem the notes early, limiting coupon-earning potential when market conditions are favorable for note-holders.
• Liquidity: Unless otherwise stated, the securities will not be listed on any exchange. Secondary market liquidity, if any, will rely on Citigroup Global Markets Inc. as dealer and may be materially limited.
• Tax considerations: Complex U.S. federal income tax treatment; coupon payments may be subject to 30% withholding for non-U.S. holders. The filing details significant uncertainty and possible future regulatory changes.
• Risk disclosures: Extensive discussion of market volatility, correlation (for multi-asset structures), hedging impacts, calculation-agent discretion, market disruption events, barrier/knock-in structures, and potential treatment under contingent payment debt regulations.

Investors must consult the future pricing supplement for definitive terms—such as index selection, barrier levels, contingent rate, pricing date, issue price and call schedule—before committing capital.

MSC Industrial Direct Co., Inc. (NYSE: MSM) – Form 144 filing discloses that insider Kimberly A. Shacklett intends to sell 2,130 common shares through Morgan Stanley Smith Barney on or about 07-10-2025. The shares were acquired the same day via stock-option exercise and have an aggregate market value of $193,191. A separate 10b5-1 sale of 2,129 shares on 07-09-2025 generated $192,887 of gross proceeds.

• Total shares outstanding: 55,675,778 – the proposed sale equals roughly 0.004% of float.
• Broker: Morgan Stanley Smith Barney LLC, New York.
• Rule 144 / 10b5-1: Filing certifies no undisclosed adverse information and that trades follow a written trading plan.

The filing signals routine liquidity management by an insider rather than a strategic corporate action. Given the very small percentage of shares involved and lack of operational disclosures, market impact should be minimal, though some investors view any insider selling as a modestly negative sentiment indicator.

Airbnb, Inc. (ABNB) – Insider Form 4 filing dated 07/09/2025

Director and 10% owner Joseph Gebbia, reporting indirectly through the Sycamore Trust, disclosed the disposition of 236,000 Class A common shares of Airbnb on 07/07/2025 under a Rule 10b5-1 trading plan adopted on 02/26/2025.

• Transaction details: 48,332 shares sold at a weighted-average price of $135.7653; 171,859 shares at $136.5127; and 15,809 shares at $137.166. Aggregate proceeds are approximately $32.2 million.
• Post-sale holdings: Sycamore Trust now holds 708,015 Class A shares, down from 944,015 prior to the sales (≈25% reduction).
• Form 4 codes: All trades coded “S” (open-market sale); the filing checks the box affirming trades were executed pursuant to the 10b5-1 plan.

No derivative transactions were reported and no additional changes to direct holdings were disclosed.

The filing signals a sizable liquidation by a major insider but, because it was pre-scheduled, limits inference about near-term fundamentals. Investors may nevertheless monitor further sales to gauge insider sentiment.

Cipher Mining Inc. (symbol: CIFRW) has received a Form 144 filing indicating that shareholder V3 Holdings Ltd intends to dispose of additional common shares. The notice covers the proposed sale of 600,000 shares through broker Citigroup Global Markets, Inc. at an aggregate market value of $3,648,550. The transaction is slated for 08 July 2025 on the NASDAQ exchange. According to the filing, Cipher Mining has 371,213,387 shares outstanding, so the planned sale represents roughly 0.16 % of the company’s equity float.

The seller acquired the shares on 11 March 2024 via a dividend distribution from Bitfury. The same shareholder has already executed two sizable open-market disposals during the past week:

• 07 July 2025 – 500,000 shares for $2,641,950
• 01 July 2025 – 500,000 shares for $2,428,700

Key considerations for investors

• The filing signals continuing share-sale activity by an affiliate, which could introduce modest supply-side pressure in the near term.
• The percentage of shares involved is small relative to Cipher Mining’s total float, limiting longer-term dilution risk.
• No operational or earnings data are included; the filing is strictly a disclosure of intended stock sales under Rule 144.

Bitfury Top HoldCo B.V. and affiliated entities, all classified as 10% owners of Cipher Mining Inc. (NASDAQ: CIFR), disclosed open-market dispositions of 1,000,000 common shares over two consecutive sessions.

• 1 Jul 2025: 500,000 shares sold at a weighted-average $4.8574 (price range $4.56-$4.9902).
• 2 Jul 2025: 500,000 shares sold at a weighted-average $5.2839 (price range $5.01-$5.685).

Post-transaction, the group’s indirect ownership stands at 96,567,437 shares, down roughly 1% from 97,567,437. The complex control chain runs from Bitfury Holding B.V. to Bitfury Top HoldCo B.V., V3 Holding Ltd, Bitfury Group Ltd and ultimate owner Valerijs Vavilovs, each disclaiming beneficial ownership beyond their pecuniary interest.

No derivative security activity was reported, and the Form 4 was jointly filed on 3 Jul 2025. The sale provides liquidity to the shareholder but does not materially alter Bitfury’s dominant position in Cipher Mining.

UBS AG is offering Step Down Trigger Autocallable Notes (unsubordinated, unsecured debt) maturing 5 July 2030 that are linked to the least-performing of three underlying assets: 1) Nasdaq-100 Technology Sector Index (NDXT), 2) Russell 2000 Index (RTY) and 3) Energy Select Sector SPDR Fund (XLE). The notes are issued in $1,000 denominations (aggregate offering $100,000) and priced at par, but their estimated initial value is $982.50, reflecting embedded fees and hedging costs.

Automatic call mechanism. Beginning 12 months after settlement, UBS will observe the underlying assets quarterly. If the closing level of each asset is at or above its step-down call threshold, the note is automatically called and the investor receives the call price (principal plus a call return). Call thresholds start at 100 % of initial levels and fall to 70 % by the final valuation date. The call return rate is 12.5 % per annum, rising from 12.5 % (after year 1) to 62.5 % (if called at maturity).

Downside exposure. If the notes are not called and at least one asset finishes < 70 % of its initial level, investors suffer a loss equal to the decline in the worst-performing asset; in a severe draw-down they could lose their entire principal. No interest is paid and investors forgo dividends on XLE.

Credit & liquidity. Payments depend on UBS’s credit; the notes are not FDIC-insured. They will not be listed, and secondary-market liquidity is uncertain. UBS Securities LLC will receive a $2.50 underwriting discount per note and may temporarily quote above model value, but bid–ask spreads can widen after launch.

• Trade date: 30 Jun 2025; Settlement: 3 Jul 2025
• Final valuation date: 30 Jun 2030; Maturity: 5 Jul 2030
• Downside thresholds: NDXT 8,149.34; RTY 1,522.525; XLE $59.37 (all 70 % of initial levels)
• Maximum call price: $1,625 (62.5 % total return) if all assets ≥ 70 % on final date

Risk considerations. Investors face concentrated exposures to technology, small-cap and energy sectors, correlation risk (all three assets must meet thresholds), full downside to worst asset, and potential Swiss resolution measures affecting UBS debt. The product best suits investors who fully understand structured-note mechanics, can tolerate principal loss, and anticipate at least moderate stability or growth across all three reference assets.

Post Holdings, Inc. (POST) – Form 4 filing dated 07/02/2025

Director William P. Stiritz reported an automatic acquisition of 101.906 Post Holdings stock equivalents on 06/30/2025 under the company’s Deferred Compensation Plan for Non-Management Directors. The units were credited at a reference price of $109.03 per share and bring Stiritz’s total holdings to 180,157.157 stock equivalents. These units are settled in cash, one-for-one with Post common stock value, when the director leaves the Board and carry no fixed exercise or expiration dates.

The filing indicates that Stiritz remains a non-management director and the transaction was coded “A,” reflecting an acquisition rather than a sale. No common shares were sold, and there were no changes to direct or indirect ownership structure beyond the additional units credited.

Form 4 snapshot: On 06/30/2025, director John H. C. Pinsent received 8,440 Class A Ordinary Shares of New Horizon Aircraft Ltd. (HOVR) through a transaction coded “A,” indicating a cost-free grant/award rather than an open-market purchase. The filing reports a price of $0.00 per share.

After the grant, Pinsent’s direct holding rises to 56,654 shares. No derivative securities were acquired or disposed of, and there were no other insider participants in this filing.

Because the award is modest relative to likely shares outstanding and was not made with personal capital, market impact should be minimal. Still, the incremental ownership marginally strengthens insider–shareholder alignment.