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Cipher Mining Inc.

12/23/2025 | Press release | Distributed by Public on 12/23/2025 18:33

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kelly Patrick Arthur
2. Issuer Name and Ticker or Trading Symbol
Cipher Mining Inc. [CIFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President and COO
(Last) (First) (Middle)
C/O CIPHER MINING INC., 1 VANDERBILT AVENUE, FLOOR 54
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025
(Street)
NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/19/2025 M 305,707 A $ 0 1,704,276 D
Common Stock 12/19/2025 F 156,064 D $16.21 1,548,212 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (1) 12/19/2025 A 917,120(2) (3) (3) Common Stock 917,120 $ 0 917,120 D
Performance Stock Units (1) 12/19/2025 M 305,707 (3) (3) Common Stock 305,707 $ 0 611,413 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelly Patrick Arthur
C/O CIPHER MINING INC.
1 VANDERBILT AVENUE, FLOOR 54
NEW YORK, NY 10017
Co-President and COO

Signatures

/s/ William Iwaschuk, Attorney-in-Fact for Patrick Arthur Kelly 12/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.
(2) Represents the number of units earned under a PSU award based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on December 19, 2025).
(3) 305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs will vest in substantially equal quarterly installments, with the first such vesting date occurring on March 31, 2026, subject to the Reporting Person's continuous service on each vesting date. These earned PSUs have no expiration date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Cipher Mining Inc. published this content on December 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 24, 2025 at 00:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]