Patrick Arthur Kelly - 15 Dec 2025 Form 4 Insider Report for Cipher Mining Inc. (CIFR)

Role
Co-President and COO
Signature
/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly
Issuer symbol
CIFR
Transactions as of
15 Dec 2025
Net transactions value
-$4,330,280
Form type
4
Filing time
17 Dec 2025, 20:20:57 UTC
Previous filing
19 Nov 2025
Next filing
23 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kelly Patrick Arthur Co-President and COO C/O CIPHER MINING INC., 1 VANDERBILT AVENUE, FLOOR 54, NEW YORK /s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly 17 Dec 2025 0001887616

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CIFR Common Stock Sale $536,381 -35,569 -3% $15.08 1,151,770 15 Dec 2025 Direct F1, F2
transaction CIFR Common Stock Options Exercise +470,219 +41% 1,621,989 15 Dec 2025 Direct F3
transaction CIFR Common Stock Tax liability $3,538,293 -240,047 -15% $14.74 1,381,942 15 Dec 2025 Direct
transaction CIFR Common Stock Options Exercise +33,968 +2.5% 1,415,910 15 Dec 2025 Direct F3
transaction CIFR Common Stock Tax liability $255,606 -17,341 -1.2% $14.74 1,398,569 15 Dec 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CIFR Restricted Stock Units Options Exercise $0 -470,219 -33% $0.000000 942,592 15 Dec 2025 Common Stock 470,219 Direct F3, F4
transaction CIFR Restricted Stock Units Options Exercise $0 -33,968 -3.6% $0.000000 908,624 15 Dec 2025 Common Stock 33,968 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.
F2 The sales were executed in multiple trades at prices ranging from $14.63 to $16.70. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F4 Represents the early vesting and settlement of the second installment of the RSU award granted on March 9, 2024.
F5 The RSUs 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 the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.