Kelly Patrick Arthur 4

4 · Cipher Digital Inc. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

Cipher Digital (CIFR) Co‑President Kelly Arthur Exercises Awards, Withholds Shares

What Happened

Kelly Patrick Arthur, Co‑President and COO of Cipher Digital (CIFR), converted/vested RSUs and PSUs on March 31, 2026, resulting in the issuance of 140,006 shares.
To satisfy tax withholding obligations, 59,958 of those shares were withheld (reported as dispositions under code F) at $12.87 per share for a total withholding value of $771,659. The net increase in shares issued to Arthur was 80,048.
Transaction codes: M = exercise/conversion of derivative awards (RSUs/PSUs); F = payment of exercise price or tax liability (share withholding). Several $0.00 disposal lines reflect conversion/settlement bookkeeping for the derivative awards.

Key Details

Transaction date: March 31, 2026. Form 4 filed April 2, 2026 (timely filing).
Total shares converted/acquired: 140,006. Shares withheld for taxes: 59,958 at $12.87/share = $771,659. Net shares retained: 80,048.
Shares owned after transaction: not specified in the filing.
Footnotes:
- F1/F2: RSUs and PSUs each represent contingent rights to one share.
- F3/F4: RSUs vest quarterly over three years (quarterly vesting schedule described; first vest dates noted).
- F5: 305,707 earned PSUs vested Dec 19, 2025; remaining earned PSUs vest in equal quarterly installments beginning Mar 31, 2026; earned PSUs have no expiration.
No 10b5‑1 plan or late filing flag noted in the reported filing.

Context

This appears to be a net‑settlement of vested restricted and performance awards rather than an open‑market sale: shares were converted and a portion withheld to cover taxes (common practice).
Withholding of shares for taxes is a routine administrative step and does not necessarily indicate selling for investment reasons.

Form 4

Period: 2026-03-31

Co-President and COO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-31+33,968→ 1,453,776 total
Tax Payment
Common Stock
2026-03-31$12.87/sh−12,386$159,408→ 1,441,390 total
Exercise/Conversion
Common Stock
[F1]
2026-03-31+29,611→ 1,471,001 total
Tax Payment
Common Stock
2026-03-31$12.87/sh−10,674$137,374→ 1,460,327 total
Exercise/Conversion
Common Stock
[F2]
2026-03-31+76,427→ 1,536,754 total
Tax Payment
Common Stock
2026-03-31$12.87/sh−36,898$474,877→ 1,499,856 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-03-31−33,968→ 1,229,994 total
→ Common Stock (33,968 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-31−29,611→ 1,200,383 total
→ Common Stock (29,611 underlying)
Exercise/Conversion
Performance Stock Units
[F2][F5]
2026-03-31−76,427→ 534,986 total
→ Common Stock (76,427 underlying)

Footnotes (5)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F2]Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.
[F3]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.
[F4]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, 2026.
[F5]305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Signature

/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly|2026-04-02

1 file