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

Cipher Mining's Co-President and COO, Patrick Arthur Kelly, sold 44,871 shares of common stock for approximately $5.2 per share under a pre-arranged trading plan.

Summary

• Patrick Arthur Kelly, Co-President and COO of Cipher Mining Inc., sold 44,871 shares of the company's common stock.
• The transaction occurred on August 15, 2025.
• The shares were sold at a weighted average price of $5.2 per share, with individual trades ranging from $5.02 to $5.35.
• Following this sale, Kelly directly owns 1,089,260 shares of Cipher Mining common stock.
• The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by Kelly on May 12, 2025.

Sentiment

Score: 4

Explanation: Insider selling, even under a 10b5-1 plan, can be perceived as a neutral to slightly negative signal by the market, as it represents a reduction in insider ownership.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information, which enhances transparency.

Negatives

• The Co-President and COO, a high-ranking executive, reduced their direct ownership in the company by selling 44,871 shares.
• While pre-planned, insider selling can sometimes be interpreted by investors as a neutral to slightly negative signal regarding the executive's conviction in significant near-term share price appreciation.

Risks

• Potential for negative market perception due to insider share sales, even if pre-planned, which could exert downward pressure on the stock price.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may interpret the insider sale as a neutral to slightly negative indicator, potentially influencing their investment decisions or contributing to minor downward pressure on the stock price.

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 from the issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

While the Co-President and COO sold shares, the transaction was pre-planned under a Rule 10b5-1 plan, which mitigates the immediate negative signal often associated with insider selling. However, it still represents a reduction in insider ownership. Investors should consider this transaction as one data point among many when evaluating the stock, rather than a definitive signal for immediate action, thus warranting a 'hold' recommendation.

Keywords

Cipher Mining, CIFR, Form 4, Insider Trading, Share Sale, Patrick Kelly, 10b5-1 Plan, Executive Compensation