Form 4: Cipher Mining COO Sells Shares, Converts RSUs

Cipher Mining's Co-President and COO, Patrick Arthur Kelly, reported transactions including the sale of common stock and the conversion of restricted stock units.

Summary

• Patrick Arthur Kelly, Co-President and COO of Cipher Mining Inc. (CIFR), reported multiple transactions on December 15, 2025.
• Kelly sold 35,569 shares of common stock at a weighted average price of $15.08 per share, pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2025.
• He converted 470,219 Restricted Stock Units (RSUs) into common stock, representing the early vesting and settlement of the second installment of an RSU award granted on March 9, 2024.
• An additional 33,968 RSUs were converted into common stock.
• To cover tax obligations related to RSU vesting, 240,047 shares and 17,341 shares of common stock were disposed of at a price of $14.74 per share.
• Following these transactions, Kelly beneficially owns 1,398,569 shares of common stock directly and 908,624 Restricted Stock Units directly.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While there is insider selling, it was pre-planned under a 10b5-1 plan, and the majority of transactions relate to the routine vesting of executive compensation (RSUs) and associated tax obligations. This is a standard disclosure of insider activity rather than a reflection of company performance or strategic shifts.

Positives

• The conversion of Restricted Stock Units (RSUs) into common stock indicates the vesting of equity compensation, aligning management's interests with shareholders over time.
• The early vesting of a significant portion of RSUs (470,219 units) suggests continued service and potentially strong performance metrics that triggered the early settlement.

Negatives

• The sale of 35,569 shares of common stock by a Co-President and COO, even if pre-planned, can sometimes be perceived negatively by investors as it reduces insider ownership.
• A substantial number of shares (240,047 and 17,341) were disposed of to cover tax liabilities, which, while a normal part of RSU vesting, represents a reduction in the direct shareholding.

Risks

• Insider selling, even under a Rule 10b5-1 plan, can sometimes be misinterpreted by the market as a lack of confidence, potentially leading to negative sentiment or downward pressure on the stock price.
• The weighted average sale price of $15.08 for the 35,569 shares was within a range of $14.63 to $16.70, indicating some price volatility during the sale period.

Future Outlook

The Restricted Stock Units (RSUs) held by the reporting person are scheduled to vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30, and December 15 of each year, subject to continuous service.

Industry Context

This filing is a routine disclosure of insider transactions and does not provide information on broader industry trends or competitive landscape. It reflects standard executive compensation and personal financial planning within the company.

Stakeholder Impact

• Shareholders may observe a slight reduction in direct insider ownership due to the stock sale and tax withholdings, which could influence sentiment, though the pre-planned nature mitigates immediate concerns.
• Employees, particularly other executives, may view the RSU vesting and associated transactions as a normal part of the company's compensation structure.

Next Steps

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

Key Dates

Keywords

Cipher Mining Inc., CIFR, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Rule 10b5-1 Plan, Beneficial Ownership, Executive Compensation