Form 4: Cipher Mining Co-President Sells Shares Under 10b5-1 Plan

Cipher Mining's Co-President and COO, Patrick Arthur Kelly, sold 35,568 shares of common stock for a weighted average price of $15.52 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Patrick Arthur Kelly, Co-President and COO of Cipher Mining Inc., sold 35,568 shares of common stock.
• The transaction occurred on February 17, 2026.
• The shares were sold at a weighted average price of $15.52, with individual trades ranging from $15.02 to $16.03.
• Following the sale, Kelly beneficially owns 1,477,076 shares of Cipher Mining common stock.
• The sale was conducted under a Rule 10b5-1 trading plan adopted on May 12, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event because the sale was pre-planned under a 10b5-1 plan, which typically indicates personal financial management rather than a reaction to new, negative company-specific information.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned divestment rather than an immediate reaction to new, non-public information.

Negatives

• An insider sale, even if pre-planned, reduces the insider's direct equity stake in the company.
• The sale of 35,568 shares represents a reduction in the Co-President and COO's direct ownership.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Industry Context

StockSavvy.ai notes that insider sales, particularly by high-ranking executives like a Co-President and COO, are closely watched by the market. While a 10b5-1 plan mitigates the immediate negative signal often associated with insider selling, it still represents a reduction in direct exposure to the company's equity by a key decision-maker. In the volatile cryptocurrency mining sector, such transactions can be interpreted in various ways, from personal financial planning to a strategic rebalancing of assets.

Comparison to Industry Standards

• Insider sales are common across all industries. The use of a 10b5-1 plan is a standard practice for executives to sell shares in a pre-scheduled manner, reducing concerns about trading on material non-public information.
• For example, executives at Marathon Digital Holdings (MARA) or Riot Platforms (RIOT), other major players in the Bitcoin mining space, also utilize 10b5-1 plans for their equity transactions to ensure compliance and transparency.
• The volume of shares sold (35,568) relative to the remaining beneficial ownership (1,477,076) indicates a relatively small percentage of the insider's total holdings, which is typical for routine portfolio management.

Related Party Transactions

• The sale of common stock by Patrick Arthur Kelly, Co-President and COO, is a related party transaction as it involves an executive of the company.

Stakeholder Impact

• Shareholders may view the insider sale with slight caution, though the 10b5-1 plan mitigates concerns. The reduction in insider ownership could be perceived as a minor negative signal.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the reported range upon request to the issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

The transaction is an insider sale, which can sometimes be a negative signal. However, it was executed under a pre-arranged 10b5-1 plan, suggesting it's part of routine financial planning rather than a reaction to adverse company developments. The amount sold is also a relatively small portion of the insider's total holdings. Therefore, this specific filing alone does not warrant a change in investment thesis, leading to a 'hold' recommendation. Investors should consider broader company fundamentals and market conditions.

Keywords

Cipher Mining, CIFR, Insider Sale, Form 4, Patrick Arthur Kelly, 10b5-1 Plan, Common Stock, Officer Transaction, Equity Sale