Kelly Patrick Arthur 4

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.