📜 What This Document Is 🗳️

This document is a Proxy Statement (Schedule 14A), which is a formal request from the company's Board of Directors to its stockholders. Think of it as an official rulebook and invitation for the company’s annual vote. It doesn't contain the daily operational details, but rather the major governance decisions that need the owners (the stockholders) to weigh in.

The annual meeting is scheduled for Tuesday, June 2, 2026, and it will be conducted as a completely virtual webcast. The purpose of the proxy statement is to inform you about who will govern the company, how much pay the top executives should receive, and which external auditors the company should use.

👉 Key Takeaway: The most important thing for a stockholder to do is to remember that voting is crucial, as your vote ensures a quorum (enough people to conduct business) and helps the company avoid extra costs.

🏢 Cipher Digital's Business Overview ✨

While this filing is focused heavily on governance, it sets the stage by providing information about the company’s leadership and structure. Cipher Digital Inc. is an entity whose management is being governed by its Board of Directors. The company's leadership team includes highly experienced figures in finance, corporate governance, and specialized fields like digital assets and fintech.

The company utilizes a corporate structure with established committees—including the Audit, Compensation, and Nominating and Corporate Governance Committees—to provide checks and balances on decision-making.

👉 Why it Matters: The depth of information regarding governance (who controls the board and what the rules are) suggests that the company is prioritizing transparency and compliance with sophisticated corporate best practices.

🗓️ The Annual Meeting Logistics 🌐

The annual meeting is a formal, highly structured event that mandates specific procedures for voting and participation. Details on how to participate are critical for stockholders to ensure their vote is counted.

• Date and Time: Tuesday, June 2, 2026, starting at 8:00 a.m., Eastern Time.
• Format: It will be a completely virtual meeting via live webcast.
• Access: Stockholders must visit www.virtualshareholdermeeting.com/CIFR2026 and use their 16-digit control number to access the meeting.
• Record Date: The company uses the "Record Date" of April 8, 2026, to determine who is entitled to vote.
• Quorum: A quorum (a majority in voting power) must be present for any business to be conducted.

👉 A Critical Warning: If you cannot access the meeting using your 16-digit control number, you can join as a "Guest," but you will not be able to vote or ask questions. The company recommends voting via proxy before the meeting date.

🗳️ Proposal 1: Election of Directors 🧑‍⚖️

This section covers the critical process of choosing who will sit on the Board of Directors. The Board is making structural changes, which is a major governance event. The current Board size will be reduced from eight members to seven.

• Departing Director: Ms. Holly Morrow Evans will not be standing for re-election at the Annual Meeting.
• New Class Structure: The Board is divided into three classes: Class I, Class II, and Class III.
• Re-election Nominees: The Board recommends the re-election of three directors for Class II, each serving a term expiring in 2029:
  • Thomas Duda: Has served since February 2026. He brings extensive experience in real estate and asset management.
  • James Newsome: Has served since August 2021. His background is deep in corporate finance, having previously guided regulation at the U.S. Commodity Futures Trading Commission (CFTC).
  • Wesley Williams: Has served since August 2021. His expertise lies in corporate finance, holding roles at major investment and high yield credit firms.
• Other Board Members: Directors like Tyler Page, Cary Grossman, Robert Flatley, and Caitlin Long are also nominated for election or continue their service, bringing varied expertise in fintech, digital assets, and general corporate finance.

👉 Why it Matters: The voting power on the Board directly dictates the company's future strategy. The re-election of these specific nominees signals continuity and confidence in their diverse skill sets—from real estate to finance—to guide the company through the next period.

🔬 Proposal 2: Auditor Appointment 💼

This proposal addresses the external accounting firm that audits the company’s books. Stockholders are being asked to ratify the appointment of CBIZ CPAs P.C. for the 2026 fiscal year.

• The Change: Cipher Digital is formally appointing CBIZ CPAs P.C. as its independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Previous Firm: Previously, the firm was Marcum LLP. Marcum resigned on April 14, 2025.
• The Red Flag: While the 10-K report for December 31, 2024, did not contain an adverse opinion on the financial statements themselves, the report did express an adverse opinion on internal control over financial reporting due to a material weakness related to Information Technology General Controls over change management controls.
• Fees: The proposed Audit Fees for 2025 were $2,277,105.
• Process: The Audit Committee recommends the vote FOR, noting that the Board is seeking stockholder ratification because it is considered a "good corporate governance practice."

👉 Expert Insight: The change in auditors and the disclosure of a material weakness in internal controls are significant. This tells investors that the company must address its internal processes and controls, which is a key risk area for future investors to watch.

💰 Proposal 3: Executive Pay (Say-on-Pay) 💵

This is an advisory vote, commonly called "Say-on-Pay." It allows stockholders to give their opinion on whether the compensation paid to the top executives is appropriate, but the vote itself is not legally binding on the company.

• The Proposal: The Board unanimously recommends voting FOR the compensation package for the 2025 fiscal year.
• The Goal: The Compensation Committee aims to "closely align the interests of our named executive officers with the interests of our stockholders" using compensation programs.
• Components: Executive compensation is determined by various elements, including:
  • Base Salary
  • Annual Performance Cash Bonuses
  • Equity Awards
• Board Stance: The Board believes the compensation is appropriate for the reasons discussed in the "Compensation Discussion and Analysis" section.

👉 Why it Matters: Even though the vote is advisory, a negative vote can signal concern to the market, potentially forcing the Board to review its compensation structures and executive incentives in future years.

🏛️ Corporate Governance Structure 🛡️

The Board has established detailed guidelines and committee structures to ensure the company is run ethically and responsibly. This section details the "how" of the company's oversight.

• Governance Guidelines: The Board has adopted formal Corporate Governance Guidelines covering topics like board independence, term limits, and director responsibilities.
• Leadership Separation: The Board believes that having the CEO (Tyler Page) and the Chairperson of the Board (James Newsome) served by separate individuals is optimal. This balance is intended to give the CEO operational focus while allowing the independent Chairperson to provide objective guidance and oversight.
• Board Independence: The Board confirms that several key directors (James Newsome, Thomas Duda, Robert Flatley, Cary Grossman, Caitlin Long, and Wesley Williams) qualify as "independent" directors, meaning they are not involved in day-to-day management.
• Oversight Committees: Three standing committees provide specialized oversight:
  • Audit Committee: Chaired by Cary Grossman. Oversees financial reporting, the independent auditor, and internal controls.
  • Compensation Committee: Chaired by Robert Flatley. Determines and reviews executive compensation.
  • Nominating and Corporate Governance Committee: Chaired by Caitlin Long. Recommends new directors and reviews governance policies.

👉 Pro-Tip: The committee structure is designed for redundancy and oversight. By having specialized, independent committees, the company minimizes the risk of any single person or group controlling critical functions.

🧑‍💼 Executive Leadership and Bios 💡

This section formally introduces the people running the company. Identifying key executives and their experience helps stockholders understand the depth of talent and operational history guiding Cipher Digital.

The current executive officers and their tenure are:

• Tyler Page: Chief Executive Officer and Director (since 2021). He oversees all aspects of the business, bringing over 25 years of experience in data centers, institutional finance, and fintech.
• Gregory Mumford: Chief Financial Officer (since October 2025). He previously spent time at Keefe, Bruyette & Woods (KBW), advising on M&A and capital markets.
• Patrick Kelly: Co-President and Chief Operating Officer (since August 2021, Co-President since March 2023). His background includes COO roles at major firms like Stone Ridge Asset Management and Magnetar Capital.
• William Iwaschuk: Co-President, Chief Legal Officer, and Corporate Secretary (since August 2021). He has a deep legal background, including roles at Tower Research Capital LLC and Goldman Sachs.

👉 Signal: The depth and diversity of experience among the executive team—spanning financial services, legal, and technology—signal that the company is staffed with high-caliber professionals prepared to manage complex financial and technical challenges.

🚨 Board's View on Risk and Ethics ⚠️

Every large corporation must state how it handles risk and maintain professional standards. This filing outlines the Board's commitment to governance and ethics.

• Overall Risk Oversight: The Board has overall responsibility for risk oversight. This is supported by the three committees, each focused on a different risk area (e.g., Audit Committee focuses on financial/cybersecurity risk).
• Code of Conduct: The company has adopted a written Code of Business Conduct and Ethics that applies to all employees, directors, and officers.
• Communication: All stockholders wishing to communicate directly with the Board must send correspondence to the attention of the Secretary at Cipher Digital Inc., 1 Vanderbilt Avenue, Floor 54, New York, New York, 10017.

👉 Bottom Line: By formalizing these policies, the company shows it takes accountability seriously. This formal documentation provides a defense layer against operational or ethical misconduct.

✉️ Key Information & Contact Details 📬

This final section collects all the logistical and actionable information needed by the stockholder.

• Online Voting: Stockholders can vote at www.proxyvote.com.
• Telephone Voting: By calling 1-800-690-6903.
• Mailing: By signing, dating, and returning the enclosed proxy card.
• Board Address: Cipher Digital Inc., 1 Vanderbilt Avenue, Floor 54, New York, New York, 10017.

👉 Action Item: Remember that the voting process is time-sensitive. Online and telephone voting facilities close at 11:59 p.m., Eastern Time, on June 1, 2026.

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🧠 The Analogy

Voting your proxy materials is like being an apartment owner in a large building. The Board of Directors and its committees are the managing board. They are responsible for making decisions about everything: how much rent (salary/compensation) the staff gets, whether the plumbing (internal controls) needs fixing, and who should sit on the board next year.

By attending the meeting or casting your proxy vote, you are directly voting on the rules, the leadership, and the spending plan for the entire building. If you don't vote, you are letting the managing board make decisions on your behalf, potentially with limited input from you.

🧩 Final Takeaway

This Proxy Statement is a deep dive into governance. The key messages are that the company is undergoing structural changes (new board members, new auditor), emphasizing the need for stockholder votes to maintain oversight, and signaling a strong focus on corporate best practices, transparency, and regulatory compliance.