Form 4: Cipher Mining Co-President Exercises RSUs, Sells for Tax

Cipher Mining's Co-President and CLO, William Iwaschuk, exercised restricted stock units and sold shares to cover tax obligations.

Summary

• William Iwaschuk, Co-President and CLO of Cipher Mining Inc. (CIFR), reported transactions on December 15, 2025.
• Exercised 470,219 Restricted Stock Units (RSUs) into Common Stock.
• Disposed of 260,032 shares of Common Stock at a price of $14.74 per share to cover tax withholding obligations related to the RSU vesting.
• Exercised an additional 33,968 Restricted Stock Units (RSUs) into Common Stock.
• Disposed of 18,785 shares of Common Stock at a price of $14.74 per share to cover tax withholding obligations.
• The transactions resulted in a net increase of 225,370 shares in direct beneficial ownership, bringing the total to 1,279,858 shares of Common Stock.
• The RSU conversions represent the early vesting and settlement of the second installment of an RSU award granted on March 9, 2024.
• RSUs vest in equal quarterly installments over a three-year period on specific dates, with the first vesting occurring on March 31, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While shares were sold, it was for tax purposes related to RSU vesting, which is a routine and expected event. The executive's overall beneficial ownership increased, indicating continued alignment with the company's performance.

Positives

• The vesting and exercise of Restricted Stock Units demonstrate continued executive compensation and alignment with shareholder interests.
• A net increase of 225,370 shares in direct beneficial ownership for a key executive, indicating ongoing commitment to the company.

Negatives

• A portion of the vested shares (278,817 shares) was sold to cover tax liabilities, which reduces the executive's direct ownership, albeit for a routine purpose.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may view this as a routine executive compensation event, with the executive increasing their overall direct stake in the company, which can be seen as a positive sign of commitment.
• The sale of shares for tax purposes is a common and expected occurrence that typically does not signal a change in management's outlook.

Next Steps

• Future quarterly vesting of remaining RSU awards on March 31, June 30, September 30, and December 15 of each year, subject to continuous service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (RSU vesting and tax-related sales). Such transactions are generally pre-scheduled and do not typically reflect a change in the company's fundamental outlook or the executive's confidence. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Cipher Mining, CIFR, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Vesting, Tax Withholding