Kelly Patrick Arthur 4

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.