Kelly Patrick Arthur 4

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

AI-generated summary of this filing

Updated Jul 2, 2026

Cipher Digital (CIFR) Co‑President Kelly Arthur Converts RSUs/PSUs; 71,474 Shares Withheld

What Happened

Kelly Patrick Arthur, Co‑President and COO of Cipher Digital (CIFR), had equity awards vest and converted (exercise/conversion) a total of 140,005 derivative awards (RSUs/PSUs) into common shares on June 30, 2026. To satisfy tax withholding obligations, 71,474 shares were withheld/disposed at $24.50 per share, generating proceeds of approximately $1,751,114. The net shares delivered to Arthur were 68,531 (140,005 acquired minus 71,474 withheld).
This was not an open‑market sale but routine tax withholding on vested awards (codes M for conversion/exercise and F for shares withheld to cover tax liabilities).

Key Details

Transaction date: June 30, 2026.
Conversions/exercises (M): 33,967 + 29,611 + 76,427 = 140,005 shares converted to common stock.
Tax withholding/dispositions (F): 17,341 + 15,117 + 39,016 = 71,474 shares withheld at $24.50 each; total value withheld ≈ $1,751,114.
Net shares received: 68,531 shares.
Footnotes: RSUs and PSUs each convert to one share (F1–F2). The awards vest on a quarterly schedule (F3–F4); some PSUs were previously earned and partially vested earlier (F5).
Filing timeliness: Form filed 2026‑07‑02 for a 2026‑06‑30 transaction — not indicated as late in the filing. The report does not disclose total shares beneficially owned after the transaction.

Context

This transaction reflects standard post‑vesting tax withholding (often called a "sell to cover" or share withholding) rather than an intentional market sale. For retail investors, purchases or open‑market buys tend to be stronger bullish signals than internal tax withholding on vested awards.

Form 4

Period: 2026-06-30

Co-President and COO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-06-30+33,967→ 1,567,406 total
Tax Payment
Common Stock
2026-06-30$24.50/sh−17,341$424,855→ 1,550,065 total
Exercise/Conversion
Common Stock
[F1]
2026-06-30+29,611→ 1,579,676 total
Tax Payment
Common Stock
2026-06-30$24.50/sh−15,117$370,367→ 1,564,559 total
Exercise/Conversion
Common Stock
[F2]
2026-06-30+76,427→ 1,640,986 total
Tax Payment
Common Stock
2026-06-30$24.50/sh−39,016$955,892→ 1,601,970 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-06-30−33,967→ 999,749 total
→ Common Stock (33,967 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-06-30−29,611→ 970,138 total
→ Common Stock (29,611 underlying)
Exercise/Conversion
Performance Stock Units
[F2][F5]
2026-06-30−76,427→ 458,559 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|2026-07-02

1 file