Form 4: Cipher Mining COO's Stock Transactions

Cipher Mining Inc.'s Co-President and COO, Patrick Arthur Kelly, reported the acquisition of common stock through RSU vesting and subsequent disposition for tax withholding.

Summary

• Patrick Arthur Kelly, Co-President and COO of Cipher Mining Inc., reported transactions involving the company's common stock.
• On September 30, 2025, Kelly acquired 366,667 shares of common stock upon the vesting of restricted stock units (RSUs).
• Concurrently, 187,184 shares were disposed of at $12.59 per share to cover tax withholding obligations related to the RSU vesting.
• Additionally, on September 30, 2025, Kelly acquired another 33,968 shares of common stock from RSU vesting.
• 17,341 shares were disposed of at $12.59 per share for tax withholding purposes from this second RSU vesting event.
• Following these transactions, Kelly beneficially owns 1,240,500 shares of common stock.
• The RSUs represent a contingent right to receive one share of common stock per unit, with vesting subject to continuous service.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation (RSU vesting and tax withholding), which are neutral in sentiment as they are expected and do not indicate new strategic developments or financial performance changes.

Positives

• Co-President and COO Patrick Arthur Kelly acquired a significant number of shares (366,667 and 33,968) through RSU vesting, indicating continued equity participation and alignment with shareholder interests.
• The vesting of RSUs demonstrates the company's commitment to its long-term incentive plans for key executives.

Negatives

• A portion of the acquired shares (187,184 and 17,341) were immediately disposed of to cover tax liabilities, which is a common practice but reduces the direct beneficial ownership from the gross vested amount.

Future Outlook

The filing indicates future vesting dates for restricted stock units, with remaining quarterly installments for 33,968 RSUs occurring on June 30, September 30, and December 15 of each year over a three-year period, subject to continuous service, suggesting ongoing executive retention and equity incentives.

Industry Context

These routine insider transactions, specifically RSU vesting and tax-related dispositions, are common across publicly traded companies, particularly in the technology or cryptocurrency mining sectors like Cipher Mining, as part of executive compensation and long-term incentive plans. They do not inherently signal a change in company strategy or market position but reflect standard compensation practices.

Stakeholder Impact

• Shareholders: Minor impact, as these are routine compensation-related transactions. The increase in beneficial ownership (net of tax sales) aligns executive interests with shareholders.
• Employees: No direct impact mentioned, but reflects standard executive compensation practices.

Next Steps

• Remaining quarterly vesting installments for the 33,968 Restricted Stock Units will occur on June 30, September 30, and December 15 of each year, over a three-year period, subject to the Reporting Person's continuous service.

Key Dates

Keywords

Cipher Mining, CIFR, Patrick Arthur Kelly, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Acquisition, Tax Withholding, Officer Transactions