12/23/2025 | Press release | Distributed by Public on 12/23/2025 18:35
|
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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 | 3,057,066(2) | (3) | (3) | Common Stock | 3,057,066 | $ 0 | 3,057,066 | D | ||||
| Performance Stock Units | (1) | 12/19/2025 | M | 1,019,022 | (3) | (3) | Common Stock | 1,019,022 | $ 0 | 2,038,044 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Page Tyler C/O CIPHER MINING INC. 1 VANDERBILT AVENUE, FLOOR 54 NEW YORK, NY 10017 |
X | Chief Executive Officer | ||
| /s/ William Iwaschuk, Attorney-in-Fact for Tyler Page | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | 1,019,022 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. |