Form 4: Director Mirabelli Reports CYPH Stock, RSU Transactions

Cypherpunk Technologies Director Christopher Mirabelli reported a pro rata distribution of common stock, a minor stock adjustment, and the grant of 94,050 restricted stock units.

Summary

• Christopher Mirabelli, a Director of Cypherpunk Technologies Inc. (CYPH), reported changes in his beneficial ownership of common stock and restricted stock units (RSUs) on December 23, 2025.
• He reported a disposition of 2,136 shares of Common Stock through a pro rata distribution from Nine Capital Partners, LLC, where he is a Managing Member.
• He also reported an acquisition of 712 shares of Common Stock, noted as a de minimis adjustment due to rounding.
• Mirabelli was granted 94,050 Restricted Stock Units (RSUs) under the Company's 2025 Equity Incentive Plan for no consideration.
• These RSUs vested immediately upon issuance on December 23, 2025.
• The RSUs will be settled on a 1-for-1 basis for Common Stock as soon as practicable following the earlier of (i) the fifth business day after he ceases to be a director or (ii) the date of the first annual meeting of stockholders after the grant date.
• Following these transactions, Mirabelli directly beneficially owns 21,626 shares of Common Stock and 94,050 RSUs.

Sentiment

Score: 6

Explanation: The filing indicates a routine insider transaction, primarily the grant of a significant number of immediately vested Restricted Stock Units to a director, which is generally a positive sign of alignment with shareholder interests, despite a minor disposition from a partnership.

Positives

• Grant of 94,050 Restricted Stock Units (RSUs) to Director Christopher Mirabelli, aligning his interests with shareholders.
• The RSUs vested immediately upon issuance on December 23, 2025, providing immediate equity interest.

Negatives

• Disposition of 2,136 shares of Common Stock, although this was part of a pro rata distribution from an entity where the director is a managing member, not a direct sale.

Future Outlook

The 94,050 Restricted Stock Units (RSUs) will be settled for Common Stock on a 1-for-1 basis as soon as practicable following the earlier of (i) the fifth business day after the reporting person ceases to be a member of the Company's Board of Directors or (ii) the date of the first annual meeting of stockholders of the Company that occurs following the Grant Date.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity and does not provide information relevant to broader industry trends or competitors.

Corporate Governance

Related Party Transactions

• A pro rata distribution of 2,136 shares of Common Stock occurred from Nine Capital Partners, LLC, where Christopher K. Mirabelli is a Managing Member. He disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns management's interests with shareholders. The disposition from a partnership is a minor event.
• Employees, Customers, Suppliers, Creditors: No direct impact mentioned in this filing.

Next Steps

• Settlement of the 94,050 Restricted Stock Units into Common Stock upon the earlier of the specified conditions (director cessation or first annual meeting after grant date).

Key Dates

Keywords

Cypherpunk Technologies, CYPH, Form 4, insider transaction, beneficial ownership, restricted stock units, RSU, equity incentive plan, director, stock grant