Form 4: Cipher Mining COO Reports Significant Equity Changes

Cipher Mining's Co-President and COO, Patrick Arthur Kelly, reported the vesting and acquisition of performance stock units, followed by a sale of shares to cover tax obligations.

Summary

• Patrick Arthur Kelly, Co-President and COO of Cipher Mining Inc. (CIFR), reported multiple transactions on December 19, 2025.
• Acquired 305,707 shares of Common Stock upon the exercise/conversion of derivative securities (Performance Stock Units) at a price of $0.
• Disposed of 156,064 shares of Common Stock at a price of $16.21, likely to cover tax liabilities associated with the vesting.
• Following these transactions, beneficial ownership of Common Stock stands at 1,548,212 shares.
• Acquired 917,120 Performance Stock Units (PSUs) based on the Issuer's satisfaction of certain performance criteria, which were certified on December 19, 2025.
• Converted 305,707 PSUs into common stock.
• The remaining 611,413 earned PSUs will vest in substantially equal quarterly installments, with the first such vesting date occurring on March 31, 2026, subject to continuous service.

Sentiment

Score: 7

Explanation: The sentiment is slightly positive. The primary driver is the successful achievement of performance criteria leading to the vesting of a significant number of PSUs, indicating strong company performance. The subsequent sale of shares is a routine tax-related event and does not detract significantly from the positive aspect of performance achievement.

Positives

• The company met performance criteria, leading to the certification and vesting of 917,120 Performance Stock Units for the Co-President and COO, indicating strong operational achievement.
• The Co-President and COO retains a significant beneficial ownership of 1,548,212 shares of Common Stock, aligning his interests with shareholders.

Negatives

• The disposal of 156,064 shares of Common Stock, while likely for tax purposes, reduces the direct equity stake of a key executive.

Future Outlook

The remaining 611,413 earned Performance Stock Units will vest in substantially equal quarterly installments, with the first vesting occurring on March 31, 2026, contingent on the Co-President and COO's continuous service.

Industry Context

This filing is a routine disclosure of insider stock transactions, common across all publicly traded companies, and does not provide specific insights into broader industry trends or competitive landscape beyond the company's internal performance metrics that led to PSU vesting.

Related Party Transactions

• Acquisition of 305,707 shares of Common Stock by Co-President and COO Patrick Arthur Kelly upon the vesting of Performance Stock Units.
• Disposal of 156,064 shares of Common Stock by Co-President and COO Patrick Arthur Kelly to cover tax obligations related to the vesting.
• Grant of 917,120 Performance Stock Units to Co-President and COO Patrick Arthur Kelly based on the satisfaction of performance criteria.

Stakeholder Impact

• Shareholders: Observe changes in a key executive's direct equity ownership, which is a routine part of compensation but can be monitored for broader trends in insider activity.
• Employees: The vesting of performance-based awards for a senior executive may signal positive company performance and reinforce compensation structures.

Next Steps

• The remaining 611,413 earned Performance Stock Units will vest in substantially equal quarterly installments, with the first vesting date on 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 and a subsequent sale to cover tax obligations. Such transactions are common and do not typically signal a change in the company's fundamental outlook or warrant a shift in investment strategy based solely on this report. The meeting of performance criteria for the PSUs is a positive indicator of company performance, but the overall impact on investment thesis is neutral.

Keywords

Cipher Mining, CIFR, Form 4, Insider Transaction, Equity, Performance Stock Units, Vesting, Patrick Arthur Kelly, COO