Form 4: Cipher Mining Co-President's Stock Transactions

Cipher Mining Inc.'s Co-President and CLO, William Iwaschuk, reported the vesting and exercise of performance stock units, subsequent tax-related sales, and a charitable gift of common stock.

Summary

• William Iwaschuk, Co-President and CLO of Cipher Mining Inc., reported multiple transactions on December 19, 2025.
• He acquired 305,707 shares of common stock upon the vesting and exercise of Performance Stock Units (PSUs).
• Concurrently, 917,120 PSUs were earned based on the Issuer's satisfaction of certain performance criteria, with 305,707 of these vesting on December 19, 2025.
• A total of 169,056 shares were disposed of at $16.21 per share to cover tax withholding obligations related to the vesting.
• An additional 26,000 shares were gifted to a donor-advised fund.
• Following these transactions, Iwaschuk beneficially owns 1,390,509 shares of common stock and 611,413 unvested Performance Stock Units.
• The remaining 611,413 earned PSUs will vest in substantially equal quarterly installments, with the first such vesting date occurring on March 31, 2026.

Sentiment

Score: 7

Explanation: The filing indicates that performance conditions for a significant PSU award were met, which is a positive operational signal. The transactions themselves (vesting, tax sales, charitable gift) are routine for executive compensation and do not suggest underlying negative issues for the company, though the reduction in direct holdings is noted.

Positives

• The earning of 917,120 Performance Stock Units indicates the company met certain performance criteria, which is a positive sign for operational success.
• The vesting of 305,707 PSUs demonstrates management's continued alignment with shareholder interests through equity compensation.

Negatives

• The disposition of 169,056 shares for tax withholding and 26,000 shares as a charitable gift reduces the insider's direct common stock holdings.

Future Outlook

The remaining 611,413 earned Performance Stock Units will vest in substantially equal quarterly installments, with the first such vesting date occurring on March 31, 2026, contingent on the reporting person's continuous service.

Industry Context

This filing reflects standard equity compensation practices for executives in publicly traded companies, particularly those utilizing performance-based incentives to align management with long-term company goals. The transactions are typical for an executive receiving and vesting equity awards.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) tied to specific performance criteria is a common practice in executive compensation across various industries, including technology and mining, to incentivize long-term value creation.
• The tax-related sale of shares upon vesting is also a standard procedure for managing tax liabilities associated with equity awards.

Stakeholder Impact

• Shareholders: The vesting of PSUs and subsequent transactions are part of the company's executive compensation structure, aligning management incentives with shareholder value. The charitable gift slightly reduces insider ownership.
• Employees: The continuous service condition for future PSU vesting reinforces the importance of executive retention.

Next Steps

• Remaining 611,413 earned Performance Stock Units will vest in substantially equal quarterly installments.
• The first quarterly vesting installment for the remaining PSUs is scheduled for March 31, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of performance stock units, a tax-related sale, and a charitable gift. While the meeting of performance criteria for the PSUs is a positive signal regarding company performance, the transactions themselves do not introduce new material information that would fundamentally alter the investment thesis for Cipher Mining Inc. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than these specific insider activities.

Keywords

Cipher Mining, CIFR, Form 4, Insider Trading, Stock Transaction, Performance Stock Units, Equity Compensation, William Iwaschuk, Co-President, CLO, Stock Vesting, Charitable Gift