DEF 14A of Cipher Digital Inc., Apr 20, 2026

DEF 14A of Cipher Digital Inc.

Filed Apr 20, 2026 · FY20250001819989-26-000016

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. Board Size and Structure

    Board Size and Structure Our Certificate of Incorporation, as currently in effect (the “Certificate of Incorporation”), provides that the number of directors shall be established from time to time by our Board of Directors. We currently have eight directors serving on the Board. Ms. Holly Morrow Evans is not standing for re-election at the Annual Meeting and her term as a director will end at the Annual Meeting. The Board expresses appreciation to Ms. Evans for her years of service to the Board. The size of the Board will be reduced to seven members effective immediately at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office although less than a quorum, or by a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal.

  3. Current Directors and Terms

    Current Directors and Terms Our current directors and their respective classes and terms are set forth below.

  4. Current Directors and Terms

    | Class I Directors – Current Term Ending at 2028 Annual Meeting | Class II Directors – Current Term Ending at 2026 Annual Meeting | Class III Directors – Current Term Ending at 2027 Annual Meeting | | Robert Flatley | Thomas Duda | Tyler Page | | Caitlin Long | Holly Morrow Evans | Cary Grossman | | | James Newsome | | | | Wesley Williams | |

  5. Nominees for Director

    Nominees for Director Mr. Duda, Mr. Newsome and Mr. Williams have been nominated by the Board to stand for re-election at the Annual Meeting. As the directors assigned to Class II, each of Mr. Duda, Mr. Newsome and Mr. Williams's current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Duda, Mr. Newsome and Mr. Williams will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

  6. Information About Board Nominees and Continuing Directors

    Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of the date hereof for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

  7. Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting

    Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting

  8. Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting

    | Class II Directors | Age | Director Since | | Thomas Duda | 44 | 2026 | | James Newsome | 66 | 2021 | | Wesley Williams | 49 | 2021 |

  9. Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting

    Thomas Duda has served as a member of our board of directors since February 2026. Mr. Duda currently serves as Vice President of Real Estate at Henry Crown and Company, where he leads the firm’s real estate investment and asset management activities, and is a member of the firm’s Investment and Management Committee. Previously, he held senior roles at Hunt Companies, Inc., where he focused on commercial real estate and infrastructure investments, and at One William Street Capital Management as a Managing Director of Investments. He holds a B.A. in Economics and a B.A. in Foreign Affairs from the University of Virginia. We believe that Mr. Duda is well qualified to serve on our board of directors due to his extensive real estate and asset management experience. James Newsome has served as a member of our board of directors since August 2021. Mr. Newsome served on the advisory board of Bitfury Top HoldCo from 2015 until 2021. Mr. Newsome served as president of the New York Mercantile Exchange from August of 2004 until it was acquired by the CME Group in 2009. He subsequently served on the board of CME Group from 2009 until 2011. Mr. Newsome has also previously served on the board of directors of the Dubai Mercantile Exchange and is a former director of the National Futures Association. From 1998 until 2004, Mr. Newsome held various senior roles at the U.S. Commodity Futures Trading Commission (“CFTC”) from Commissioner (1998 to 2000) to a Chairman of CFTC (2000 to 2004). As a Chairman of CFTC, Mr. Newsome guided the regulation of the nation’s futures markets and led the CFTC’s regulatory implementation of the Commodity Futures Modernization Act of 2000. He also served as one of four members of the President’s Working Group for Financial Markets, along with the Secretary of the Treasury and the Chairmen of the Federal Reserve and the Securities and Exchange Commission ("SEC"). Mr. Newsome is also presently a founding partner of Delta Strategy Group, a full‑service government affairs firm based in Washington, D.C. He earned a B.S. in Economics from the University of Florida, a Masters in Genetics from Mississippi State University and a Ph.D. in Economics from Mississippi State University. We believe that Mr. Newsome is well qualified to serve on our board of directors due to his extensive corporate finance and management experience. Wesley Williams has served on our board of directors since August 2021. Mr. Williams brings over 25 years of experience in corporate finance. Since 2021, Mr. Williams has served as the Head of Aquarian Credit Partners/Senior Advisor, the syndicated high yield credit investing arm of insurance holding company Aquarian Holdings. From 2017 to August 2025, he served as Portfolio Manager, Chief Operating Officer, and a member of the Board of Managers of Gallatin Loan Management, a high yield credit investment management firm. From 2013 until 2016, Mr. Williams was a founding partner of Hildene Leveraged Credit, until its sale to affiliates of Fortress Investment Group. From 2010 through 2012, he worked as a turnaround Operating Partner, Interim CFO, and Shareholder Representative for Goldman Sachs portfolio companies. From 2006 until 2008, Mr. Williams worked as a Vice President of specialty finance and leveraged credit at Marathon Asset Management, a high yield credit investment manager. From 1999 through 2005, Mr. Williams also held various roles in the Investment Banking and Merchant Banking Divisions of Goldman Sachs. He holds an AB in Sociology from Harvard College and an MBA from Harvard Business School. We believe that Mr. Williams is well qualified to serve on our board of directors due to his extensive corporate finance and overall management experience. The Board of Directors unanimously recommends a vote FOR the election of each of Thomas Duda, James Newsome and Wesley Williams as a Class II director to hold office until the 2029 Annual Meeting and until his successor has been duly elected and qualified until his earlier death, resignation or removal.

  10. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

  11. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    | Class III Directors | Age | Director Since | | Tyler Page | 50 | 2021 | | Cary Grossman | 72 | 2021 |

  12. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    Tyler Page has served as Cipher's Chief Executive Officer and as a member of the Board since founding the company in 2021. He oversees all aspects of the business and brings more than 25 years of experience in data centers, institutional finance and fintech. Previously, he served in senior roles in New York and London at NYDIG, Stone Ridge Asset Management, Guggenheim Partners, Goldman Sachs and Lehman Brothers. He began his career as an attorney at Davis Polk & Wardwell LLP. He holds a J.D. from the University of Michigan Law School and a B.A. from the University of Virginia. We believe that Mr. Page is well qualified to serve on our board of directors due to his extensive corporate finance and digital asset industry experience and his various leadership roles. Cary Grossman has served as a member of our board of directors since August 2021. Mr. Grossman co-founded GWAC in 2020 and served as its President and a member of its board of directors from June 2020 through August 2021. Mr. Grossman also served as CEO, President, Chief Financial Officer and a member of the board of directors of Good Works II Acquisition Corp. during the period from February 2021 through February 2023. From 2010 to 2025, Mr. Grossman was the principal of Shoreline Capital Advisors, Inc., an advisory firm focused on providing financial advisory services to middle-market companies. Prior to Shoreline Capital Advisors, from 1991 to 2002, Mr. Grossman co-founded and was the CEO of another investment banking firm, McFarland, Grossman & Company. Earlier in his career, he practiced public accounting for 15 years. Mr. Grossman also held a number of executive positions, including: President of XFit, Inc. from 2019 to 2020; Chief Financial Officer of Blaze Metals, LLC from 2007 to 2010; Executive Vice President, Chief Financial Officer and Chief Operating Officer of Gentium, S.P.A. from 2004 to 2006; Chief Executive Officer of ERP Environmental Services, Inc. and Chief Financial Officer of U.S. Liquids, Inc. from 2001 to 2003. He also co-founded Pentacon, Inc. (NYSE: JIT) and served as a board member and Executive Chairman from 1998 until 2002, and as a director of Metalico (NYSE: MEA) from 2014 until 2015 and INX Inc. (Nasdaq: INXI) from 2004 until 2011. Mr. Grossman is a Certified Public Accountant and earned a B.B.A. in Business Administration from the University of Texas. We believe that Mr. Grossman is well qualified to serve on our board of directors due to his extensive corporate finance and management experience and his overall public company experience.

  13. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

  14. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    | Class II Directors | Age | Director Since | | Robert Flatley | 63 | 2021 | | Caitlin Long | 56 | 2021 |

  15. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    Robert Flatley has served on our board of directors since August 2023. Since 2021, Mr. Flatley has served as a director, the Chief Executive Officer and founder of TS Imagine, which was formed following the merger of Trading Screen and Imagine Software. From 2018 to 2019, Mr. Flatley served as a director and as President, Chief Financial Officer and Chief Operating Officer at New York Digital Investment Group (NYDIG). From 2010 to 2018, he served as a director and Chief Executive Officer of CoreOne Technologies. Earlier in his career, Mr. Flatley was a Managing Director at both Deutsche Bank Securities, and at Banc of America Securities. He has hands-on experience in various capital markets roles, including trading, securities and prime finance, building SaaS business models, market structure, quantitative trading, software development, and software M&A. He founded successful companies as a technology entrepreneur using both software and data-as-a-service models, and he was a founding employee of two statistically driven trading businesses at bulge bracket financial institutions. He earned a B.B.A. in Accounting from the University of Iowa in 1985. We believe that Mr. Flatley is well qualified to serve on our board of directors due to his extensive experience in regulated financial services institutions and as a founder of four successful fintech companies. Caitlin Long has served as a member of our board of directors since August 2021. Ms. Long has extensive experience in both traditional financial services and cryptocurrencies. She is the Founder and Chief Executive Officer of Custodia Bank, Inc. (formerly Avanti Financial Group, Inc.), a chartered bank that she founded in 2020 to serve as a compliant bridge between the U.S. dollar and cryptocurrency financial systems. She also currently serves as a director of PSQ Holdings, Inc. (NYSE: PSQH). From 2016 to 2018, Ms. Long served as the Chairman and President of Symbiont.io, an enterprise fintech company that utilizes blockchain technology. Beginning in 2017 she helped lead the charge in her native state of Wyoming to enact more than 20 blockchain‑enabling laws during consecutive legislative sessions, and in 2018 she was appointed by two Wyoming Governors to serve on related legislative committees. She worked at investment banks in New York and Zurich from 1994 to 2016, where she held senior roles as a Managing Director at Morgan Stanley and Credit Suisse. Ms. Long earned a B.A. from the University of Wyoming and a joint J.D./ M.P.P. degree from Harvard Law School and Harvard Kennedy School of Government. We believe that Ms. Long is well qualified to serve on our board of directors due to her extensive digital asset experience, her legal and regulatory expertise, and her prior experience working with public companies.

  16. Director Nominations Process

    Director Nominations Process The Nominating and Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines. Specifically, the Nominating and Corporate Governance Committee may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, finance or matters relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective; practical and mature business judgment; and any other relevant qualifications, attributes or skills. In addition, the Board may also consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board. We aim to review a variety of qualified candidates from different backgrounds in identifying director nominees, and do not have a formal diversity policy. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience and perspective in these various areas. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. Mr. Flatley joined our Board in 2023 and was initially recommended to serve as a member of our Board by our chief executive officer. Mr. Duda joined our Board in 2026 and was initially recommended to serve as a member of our Board by our chief executive officer. In determining to nominate each of the director nominees to be elected at the Annual Meeting, each were evaluated in accordance with our standard review process for director candidates described herein. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee will review and evaluate the candidate based on information available to it and will apply the same criteria and process as it does for other director candidates. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Cipher Digital Inc., 1 Vanderbilt Avenue, Floor 54, New York, New York 10017. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the caption “Stockholder Proposals and Director Nominations.”

  17. Elements of Our Compensation Program

    | Element | Form | Purpose | Key Features | | Base Salary | Cash (fixed) | • Provides stable income for performing job responsibilities. • Attracts and retains top talent. • Designed to ensure that our executive compensation program is competitive relative to companies in our industry and similar to our size and scale. | • Reviewed annually and determined by the Compensation Committee. • Based on a number of factors deemed appropriate by the Compensation Committee, including (i) individual performance, (ii) Company performance, and (iii) reference to market data of, and comparison to, peer companies. | | Annual Performance- Based Bonus | Cash (variable) | • Rewards achievement on an annual basis of key corporate financial and strategic results that have been identified as drivers for our success. • Aligns short-term cash incentives of management with our stockholders’ interests by linking pay to company performance. | • Target amounts reviewed annually and determined by the Compensation Committee. • Target amounts based upon role and reference to market data of, and comparison to, peer companies. • Bonus outcomes depend upon the achievement of specific corporate performance goals determined and approved by our Compensation Committee at the beginning of our fiscal year. • Corporate performance goals are designed to align with long-term strategic goals and stockholder value creation. | | Long-Term Equity Incentives | Equity (variable) | • Motivates and rewards for long-term company performance. • Aligns long-term incentives of management and stockholder interests by linking pay to stockholder value creation. • Attracts and retains top talent. • PSUs reward relative stock price outperformance and link incentives to stockholder value creation. | • Reviewed annually and determined by the Compensation Committee. • Individual awards are based on a number of factors deemed appropriate by the Compensation Committee, including (i) individual performance, (ii) company performance, (iii) reference to market data of and comparison to peer companies, and (iv) the long-term retentive and incentive value of outstanding awards. • Time-based restricted stock units ("RSUs") granted in 2025 vest quarterly over a three-year period based on continued service as of the applicable vesting date. • 2025 PSUs were subject to goals relating to the Company’s absolute and relative total shareholder return during our 2025 fiscal year, with earned PSUs vesting one-third upon achievement of goals and the remainder vesting quarterly over the following two years, in each case, based on continued service on the applicable vesting date. |

  18. Elements of Our Compensation Program

    Our executive compensation philosophy is to provide a market-competitive compensation package to our named executive officers that includes significant short- and long-term incentives designed to achieve measurable corporate objectives while balancing risk and rewarding the delivery of superior returns to our stockholders. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. In fiscal year 2025, the long-term incentives for our named executive officers were awarded in the form of RSUs and PSUs. We believe that RSUs align the interests of employees with stockholders and provide a long-term focus through a multi-year vesting schedule, while managing dilution to existing investors. PSUs further strengthen this alignment by linking a significant portion of long-term compensation to the achievement of pre-established performance objectives, reinforcing accountability for delivery of returns to our stockholders. To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and short-term incentives in the form of annual performance-based cash bonus payments, resulting in total cash compensation for our named executive officers that is aligned with market practices in our competitive markets. We do not maintain any formal policies for allocating compensation among salary, short-term cash incentives, equity grants or other forms of short-term or long-term incentive compensation. Instead, our Compensation Committee uses its judgment, with appropriate support from management and the Compensation Committee’s independent compensation consultant, Semler Brossy, to establish a total compensation mix for our named executive officers that is designed to achieve the goals of our executive compensation philosophy and to incentivize achievement of our corporate goals and objectives. Accordingly, we have historically structured our named executive officers’ total compensation towards annual performance-based cash bonus payments and long-term equity awards in order to align our management’s incentives with the interests of our stockholders and towards achievement of corporate goals and objectives. During our 2025 fiscal year, the Compensation Committee, with the assistance of Semler Brossy, reviewed our executive compensation, including base salaries, performance-based cash bonuses and outstanding equity awards, to confirm the continued alignment of our compensation program with stockholder interests and to appropriately reward, retain and incentivize our named executive officers. The important features of our executive compensation program include the following:

  19. Elements of Our Compensation Program

    | What we do | What we don't do | | • Our Compensation Committee consists solely of independent members of our board of directors. • Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. • Our Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for competitive benchmarking purposes. • Since the beginning of fiscal year 2025, our annual performance-based cash bonus opportunities for our named executive officers have been dependent upon our achievement of rigorous corporate objectives established each year. • Beginning in 2025, we grant at-risk performance-based awards (PSUs) as a new component of equity awards for our named executive officers. • Our named executive officers are eligible for benefits on the same terms as our other full-time employees. • Our work culture fosters a focus on long-term value creation using equity incentives to help executives reach and maintain meaningful levels of individual share ownership. | • We do not contractually guarantee base salary increases to our NEOs. • We do not offer pension arrangements, retirement plans, significant perquisites or special benefits to our named executive officers that are not available to our other full-time employees. • Aside from certain elements of a 2021 PSU grant to Mr. Page, our equity awards are not subject to single-trigger vesting acceleration upon a change in control. • We do not provide our named executive officers with any excise tax gross-ups. • We do not grant discounted stock options or stock appreciation rights. • We do not encourage excessive risk taking. • We do not permit hedging of our stock. |

  20. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee directly engaged Semler Brossy as its independent compensation consultant for our 2025 fiscal year. Semler Brossy’s engagement included: •compiling a group of peer companies to use as a reference in making executive and non-employee director compensation decisions; •reviewing the competitiveness of current executive pay practices, including base salary, annual cash awards and long-term incentive awards, to aid in making executive pay decisions for our 2025 fiscal year; •assisting with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our named executive officers and other executives; •periodically reviewing and advising on compensation trends, risks and regulatory developments; •reviewing market and peer group equity usage metrics to assist with understanding our equity award practices relative to market; and •conducting a competitive assessment of our non-employee director compensation program. The Compensation Committee has analyzed whether the work of Semler Brossy as our compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, the Compensation Committee has determined that the work of Semler Brossy, and the individual compensation advisors employed by Semler Brossy do not create any conflict of interest pursuant to the SEC rules and the listing standards of Nasdaq.

  21. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee approved a proposed peer group list of publicly traded companies in respect of compensation for our named executive officers for our 2025 fiscal year, which was developed by Semler Brossy to be used in connection with assessing our compensation practices. The Compensation Committee used data drawn from peer companies and from selected broad-based compensation surveys to analyze the compensation of our executive officers, including our named executive officers, and to evaluate the competitive market for purposes of making decisions about their target annual total direct compensation opportunities. The Compensation Committee intends to review our compensation peer group at least annually and make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Our peer group with respect to our 2025 fiscal year (as well as our 2023 and 2024 fiscal years) was as follows:

  22. Use of Competitive Market Compensation Data

    | •A10 Networks, Inc. (NYSE: ATEN) •Alkami Technology, Inc. (NASDAQ: ALKT) •Applied Digital Corporation (NASDAQ: APLD) •Bit Digital, Inc. (NASDAQ: BTBT) •Bitfarms Ltd. (NASDAQ: BITF) •C3.ai, Inc. (NYSE: AI) •CleanSpark, Inc. (NASDAQ: CLSK) •Core Scientific, Inc. (NASDAQ: CORZ) •Couchbase, Inc. (NASDAQ: BASE) | •Hive Digital Technologies Ltd. (NASDAQ: HIVE) •Hut 8 Corp. (NASDAQ: HUT) •IREN Limited (NASDAQ: IREN) •Marathon Digital Holdings, Inc. (NASDAQ: MARA) •Marqeta, Inc. (NASDAQ: MQ) •Repay Holdings Corporation (NASDAQ: RPAY) •Riot Platforms, Inc. (NASDAQ: RIOT) •SoundHound AI, Inc. (NASDAQ: SOUN) •TeraWulf Inc. (NASDAQ: WULF) |

  23. Use of Competitive Market Compensation Data

    The Compensation Committee reviews our peer group with input from Semler Brossy at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of companies in the peer group. Using data compiled from the peer companies, Semler Brossy completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for our 2025 fiscal year. Semler Brossy prepared, and the Compensation Committee reviewed, a range of market data reference points across pay elements with respect to each of the named executive officers. While the Compensation Committee does not have a formal policy for target pay to fall at any particular percentile of the market data, it viewed market data comparisons as helpful reference points in making compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee also considers other factors as described below under the heading “Factors Used in Determining Executive Compensation.”

  24. Say-on-Pay Results

    Say-on-Pay Results At our 2025 Annual Meeting of Stockholders, for the first time, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “say-on-pay” vote) with respect to our 2024 compensation. Our stockholders approved the say-on-pay proposal with approximately 72% of the votes cast in favor of the proposal. The Compensation Committee noted that at the time that 2024 compensation was set, we were still an emerging growth company and, at that time, our program was designed to reflect our size and state of maturity. Even before the results of our 2025 say-on-pay vote, the Compensation Committee had already established a rigorous, performance-based bonus program for our named executive officers for 2025 and had already granted 50% of our named executive officers’ 2025 long-term incentive compensation in the form of PSUs. In setting compensation for fiscal year 2026, the Compensation Committee considered the results of the 2025 say-on-pay vote, along with feedback from its ongoing review of market practices and stockholder perspectives, and will continue to evaluate our executive compensation program and related disclosure to ensure alignment with stockholder interests.

  25. 2025 Annual Performance Cash Bonuses

    2025 Annual Performance Cash Bonuses Our annual performance-based cash bonus program for named executive officers provides incentive compensation that is specifically designed to motivate our named executive officers to achieve pre-established company-wide financial objectives set by the Compensation Committee and to reward them for results and achievements in a given fiscal year. The annual target bonus opportunities for our named executive officers are determined by the Compensation Committee in the first quarter of each fiscal year for named executive officers who were employed at the start of our fiscal year and are expressed as a percentage of their annual base salaries, with the potential bonus opportunity generally commensurate with each executive’s role and responsibilities and competitive pay practices among our peer group for similar executive roles. Earned bonus amounts, if any, are paid out in cash. In February 2025, the Compensation Committee reviewed the performance-based cash bonus opportunities of our named executive officers, taking into consideration the competitive market analysis prepared by Semler Brossy and the recommendations of our Chief Executive Officer (for the compensation of named executive officers other than himself), as well as the other factors described under the heading “Factors Used in Determining Executive Compensation.” Bonus opportunities under our annual performance-based cash bonus program for named executive officers may pay out at a level ranging from zero to 200% of the target level, with performance at the target level resulting in a payout of 100% of the target level. The total amount of each named executive officer’s bonus determined and paid for our 2025 fiscal year is set forth in “2025 Fiscal Year Bonus Payouts” below.

  26. Executive Bonus Goal Setting and 2025 Achievement

    Executive Bonus Goal Setting and 2025 Achievement For our 2025 fiscal year, the bonus program shifted to a model supported by a structured framework, whereby the Compensation Committee retains discretion in determining annual cash bonus payouts, which is informed by key financial and operational metrics. The Compensation Committee determined in the first quarter of 2025 that the performance goals for our named executive officers to inform such discretionary framework would consist of the following four corporate performance goals:

  27. Executive Bonus Goal Setting and 2025 Achievement

    | Performance Goal | What it Measures | Why it's Important | | Operating Margin | Our revenue from bitcoin mining less cost of revenue plus power sales, divided by revenue from bitcoin mining, each as noted in the Company’s Results of Operations in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. | Reflects the core profitability of our operations by showing how efficiently we generate revenue after direct production costs, providing insight into pricing and cost management. | | Megawatts Energized | Energized capacity represents megawatts that have been connected to the grid, fully commissioned (and approved by local transmission/distribution utility (e.g., Oncor)) and are capable of supporting operations. | Megawatts energized represents the amount of data center power capacity that is fully built and available to support operations. Energization is an important milestone for a data center site and demonstrates the quality of the Company's execution of its data center development plans. | | Power Portfolio | Approved interconnection reflects additional megawatts the utility/grid operator (e.g., Oncor/ERCOT) has approved to connect to the grid. Originated pipeline capacity represents additional new capacity (e.g., purchasing / sourcing new sites) for Cipher’s pipeline that may be earlier stage and do not necessarily have interconnection approval secured yet. | Adding megawatts expands our capacity to deploy compute infrastructure, directly supporting revenue growth, long-term scalability and competitive positioning. | | HPC Utilization % of Power Portfolio Under LOI/Lease | Utilization of HPC is measured by signing agreements (such as letters of intent or leases) with tenants to use our sites for HPC compute (with hyperscalers or AI-focused companies). | HPC utilization is a critical metric of our success in transitioning to being an HPC data center developer and operator, as it indicates how effectively we are converting our power capacity into contracted, revenue-generating contracts. |

  28. Executive Bonus Goal Setting and 2025 Achievement

    The Compensation Committee believes that these goals represent rigorous objectives for our named executive officers and align with stockholder interests. For fiscal 2025, achievement against these goals served as the primary basis for determining the named executive officers’ performance-based cash bonus awards, within the Compensation Committee’s structured performance framework. Actual attainment against the fiscal 2025 goals is set forth in the table below.

  29. Executive Bonus Goal Setting and 2025 Achievement

    | Performance Goals | FY 2025 Target (100%) | FY 2025 Stretch (200%) | FY 2025 Actual | | Operating Margin(1) | 63% | 70% | 67.25% | | Megawatts Energized | 717 MW | > 717 MW | 867 MW | | Power Portfolio | 500 MW / 100 MW | 1,000 MW / 200 MW | 630 MW / 1,500 MW | | HPC Utilization % of Power Portfolio Under LOI/Lease | 300 MW | 550 MW | 600 MW |

  30. Executive Bonus Goal Setting and 2025 Achievement

    (1)Operating Margin is a non-GAAP financial measure which is equal to revenue from bitcoin mining less cost of revenue plus power sales, divided by revenue from bitcoin mining, each as noted in the Company’s Results of Operations in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  31. 2025 Fiscal Year Bonus Payouts

    2025 Fiscal Year Bonus Payouts After considering Company performance for the full 2025 fiscal year and the overall level of achievement of the corporate performance goals, including the achievement of certain performance goals significantly in excess of the stretch level, as described above under “Executive Bonus Goal Setting and 2025 Achievement”, the Compensation Committee approved bonus payouts at the maximum level of 200% of target for each of our named executive officers who was employed for the full fiscal year. In the case of Mr. Mumford, who joined the Company on October 14, 2025, the Compensation Committee determined to award him a 2025 bonus of $400,000.

  32. 2025 Fiscal Year Bonus Payouts

    | Named Executive Officer | FY 2024 Target Bonus Opportunity (% of Base Salary) | FY 2025 Target Bonus Opportunity (% of Base Salary) | FY 2025 Target Bonus Opportunity ($) | FY 2025 Actual Bonus Earned | | Rodney Tyler Page | 100% | 100% | $825,000 | $1,650,000 | | Gregory Mumford | — | 75% | $375,000 | $400,000(1) | | Patrick Kelly | 75% | 75% | $393,750 | $787,500 | | William Iwaschuk | 75% | 75% | $393,750 | $787,500 | | Edward Farrell | 75% | 75% | $393,750 | $787,500 |

  33. 2025 Fiscal Year Bonus Payouts

    __________________________________________ (1)Mr. Mumford commenced employment with us on October 14, 2025.

  34. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market, except the Mumford Sign-On RSUs vest on an annual basis. Long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive Officer and our other named executive officers by the Compensation Committee. As with other elements of compensation, the Compensation Committee determines the amount of long-term incentive compensation for our named executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance and existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to named executive officers other than the Chief Executive Officer, the Compensation Committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and the resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein. 2025 Annual Equity Grants In 2025, the Compensation Committee, in consultation with Semler Brossy, reviewed competitive market information from the Company’s peer group. Effective February 26, 2025, the Compensation Committee determined to grant the Company’s named executive officers an annual equity mix of RSUs and PSUs (the “2025 NEO Equity Program”) under the Company’s 2021 Incentive Award Plan (the “Incentive Award Plan”), based on the Compensation Committee’s consideration of competitive market dynamics, including Company strategy as it relates to the Company’s growing business, the Company’s performance and individual performance. The 2025 NEO Equity Program for each of the named executive officers who was employed for all of 2025 was composed of 50% RSUs and 50% PSUs. The 2025 NEO Equity Program is intended to serve as a strong incentive to retain our dedicated management team and further align the compensation of our management team with the interests of our stockholders. The RSUs granted under the 2025 NEO Equity Program (the “February 2025 RSUs”) vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, with the first such vesting date occurring on March 31, 2025. In each case, vesting of the February 2025 RSUs is conditioned on named executive officer’s continuous service through the applicable vesting date, subject to acceleration upon a termination of the named executive officer’s employment by the Company without “cause” or by the named executive officer for “good reason” (as such terms are defined in the applicable Executive Employment Agreement (as defined below)) or due to death or permanent disability, in each case, as described in further detail under “Potential Payments Upon Termination or Change in Control” below. The PSUs granted under the 2025 NEO Equity Program (the “February 2025 PSUs”) were subject to vesting based on a relative TSR metric with an absolute TSR modifier. The number of PSUs earned was initially determined based on our TSR percentile for 2025 relative to the S&P Americas SmallCap Software & Services Index, with linear interpolation applied between percentile ranks:

  35. Equity Awards

    | Relative TSR Percentile | Earned PSUs as a Percentage of Target | | >90th | 175% | | 60th | 100% | | 25th | 25% | | <25th | 0% |

  36. Equity Awards

    That number was then subject to adjustment based on the Company’s absolute TSR for 2025 as follows:

  37. Equity Awards

    | Absolute TSR | Additional Earned PSUs as a Percentage of Target | | ≥100% | 50% | | 50% | 25% | | ≤50% | 0% |

  38. Equity Awards

    One-third of the earned February 2025 PSUs were subject to vesting upon the Compensation Committee’s certification of the achievement of the performance criteria and the remaining two thirds of the earned February 2025 PSUs will vest in equal quarterly installments over the following two years. In each case, vesting of the February 2025 PSUs is conditioned on the named executive officer’s continuous service through the applicable vesting date, subject to acceleration upon a termination of the named executive officer’s employment by the Company without “cause” or by the named executive officer for “good reason” (as such terms are defined in the applicable Executive Employment Agreement) or due to his death or permanent disability, in each case, as described in further detail under “Potential Payments Upon Termination or Change in Control” below. The following table sets forth the annual equity awards granted to our named executive officers in February 2025 (other than Mr. Mumford, who was not employed by us as of such date):

  39. Equity Awards

    | Named Executive Officer | RSUs | Total Grant Date Value(1) | PSUs | Total Grant Date Value(1) | | Rodney Tyler Page | 1,358,696 | $7,500,000 | 1,358,696 | $7,500,000 | | Patrick Kelly | 407,609 | $2,250,000 | 407,609 | $2,250,000 | | William Iwaschuk | 407,609 | $2,250,000 | 407,609 | $2,250,000 | | Edward Farrell | 317,029 | $1,750,000 | 317,029 | $1,750,000 |

  40. Equity Awards

    (1)Amounts reported represent the values approved by the Compensation Committee (based on target-level performance for PSUs). The number of RSUs or PSUs granted to each named executive officer was determined by dividing the amount in the table above by the average closing sales price of our common stock on the Nasdaq for each of the seven trading days immediately preceding the grant date. These amounts differ from the amounts reflected in the Summary Compensation Table, which are based on the grant date fair value computed in accordance with FASB ASC Topic 718 ("ASC Topic 718"). Furthermore, these amounts do not reflect the actual economic value that may be realized by the named executive officer. On December 19, 2025, based on the Company’s performance through such date of TSR well in excess of the 90th percentile of the S&P Americas SmallCap Software & Services Index and achievement of absolute TSR well in excess of 100% and to facilitate tax planning, the Compensation Committee certified achievement of the performance conditions in respect of the PSUs at the maximum level of 225% of target and the first one-third of the earned PSUs vested on that date. The remaining earned PSUs vest quarterly over two years on March 31, June 30, September 30 and December 15 of the 2026 and 2027 fiscal years. Mumford Sign-On RSU Award In connection with his commencement of employment as our Chief Financial Officer, Mr. Mumford received a sign-on award of 375,000 RSUs with a grant date fair value of approximately $7.04 million as of October 17, 2025, which will vest in equal annual installments over a three-year period following the date of grant, subject to the terms and conditions of the Incentive Award Plan and the applicable award agreement (the “Mumford Sign-On RSUs”). The terms and conditions of the Mumford Sign-On RSUs are generally consistent with the terms and conditions of the February 2025 RSUs, as described in more detail under “2025 Annual Equity Grants” above, except that the Mumford Sign-On RSUs vest on an annual basis, rather than a quarterly basis. Achievement of Mr. Page’s 2021 PSUs On November 10, 2021, Mr. Page was awarded a grant of 4,257,710 PSUs, one-third of which were subject to vesting upon the Company achieving a market capitalization equal to or exceeding each of $5 billion, $7.5 billion and $10 billion, in each case over a 30-day lookback period and subject to Mr. Page’s continuous service through the end of the applicable 30-day period (the “Page Market Capitalization PSUs”). On February 11, 2025, in order to preserve the incentivizing effect of the award, the Compensation Committee amended the Page Market Capitalization PSUs to provide that the portion of PSUs that would have vested upon the Company’s attainment of a market capitalization equaling or exceeding $5 billion would vest in full upon a change in control of the Company (as such defined in the Incentive Award Plan), subject to Mr. Page’s continuous service through the date of the change in control. On October 9, 2025, the Compensation Committee certified the Company’s achievement of a market capitalization of $5 billion, which resulted in vesting and settlement of 1,419,237 PSUs, and on November 8, 2025, the Compensation Committee certified achievement of a market capitalization of $7.5 billion, resulting in vesting and settlement of an additional 1,419,237 PSUs. The final tranche of PSUs remains outstanding, subject to vesting upon achievement of a market capitalization of $10 billion. RSU and PSU Modifications In an effort to avoid RSU vesting and settlement during a blackout period, on April 30, 2025, our Compensation Committee modified the vesting schedule of RSUs previously granted to our named executive officers that were scheduled to vest in the middle of a fiscal quarter so that the vesting date would be postponed to the last day of the applicable fiscal quarter. In October 2025, in connection with approving an advisory agreement with Mr. Farrell in connection with his retirement, the Compensation Committee approved certain changes to Mr. Farrell’s RSUs and PSUs, as further described below under the heading “Agreements with Our Named Executive Officers—Advisory Agreement with Mr. Farrell”. These changes were considered modifications under ASC Topic 718. The increase in the fair value of the RSUs and PSUs associated with these modifications is $22,697,088 and is reported in the stock awards column of the Summary Compensation Table below. The increase in the fair value represents the fair value of the RSUs and PSUs computed as of the modification date in excess of the fair value of the RSUs and PSUs as of their respective grant dates. The magnitude of the increase in fair value is due to the significant increase in the Company's stock price from the grant date to the modification date and does not represent an additional cost to the Company beyond allowing the RSUs and PSUs that were already granted to Mr. Farrell to continue to vest in consideration for his advisory services.

  41. Timing of Grants and Equity Awards

    Timing of Grants and Equity Awards Neither our board of directors nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, and we do not time the release of material nonpublic information based on equity award grant dates. We did not grant awards of stock options, stock appreciation rights or similar option-like instruments in our 2025 fiscal year. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

  42. Accounting Considerations

    Accounting Considerations Our Compensation Committee considers the accounting treatment of the various elements of our executive compensation program. For example, we record our executive officers’ base salaries, equity awards, and our cash incentive compensation in our consolidated financial statements. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees, including our named executive officers and non-employee directors, including stock options and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables in this proxy statement, even though the recipient of the awards may never realize any value from their awards.

  43. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.

  44. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Rodney Tyler Page | 2025 | 825,000 | 1,650,000 | 12,479,623 | 14,000 | 14,968,623 | | Chief Executive Officer | 2024 | 825,000 | 1,650,000 | 14,858,933 | 13,800 | 17,347,733 | | | 2023 | 562,500 | 2,485,000 | 2,600,000 | 9,000 | 5,656,500 | | Gregory Mumford(6) | 2025 | 107,955 | 400,000 | 7,035,000 | - | 7,542,955 | | Chief Financial Officer | | | | | | | | Patrick Kelly | 2025 | 525,000 | 787,500 | 3,743,889 | 14,000 | 5,070,389 | | Co-President and Chief Operating Officer | 2024 | 525,000 | 787,500 | 4,457,679 | 13,800 | 5,783,979 | | | 2023 | 362,500 | 1,242,083 | 1,300,000 | 9,778 | 2,914,361 | | William Iwaschuk | 2025 | 525,000 | 787,500 | 3,743,889 | 14,000 | 5,070,389 | | Co-President, Chief Legal Officer and Corporate Secretary | 2024 | 525,000 | 787,500 | 4,457,679 | 5,250 | 5,775,429 | | | 2023 | 362,500 | 1,242,083 | 1,300,000 | 11,319 | 2,915,902 | | Edward Farrell(5) | 2025 | 415,625 | 787,500 | 24,020,684 | 14,000 | 25,237,809 | | Former Chief Financial Officer | 2024 | 525,000 | 787,500 | 3,467,086 | 12,925 | 4,792,511 | | | 2023 | 362,500 | 1,242,083 | 1,300,000 | 8,389 | 2,912,972 |

  45. Summary Compensation Table

    __________________________________________ (1)Amounts reflect the actual base salaries paid to each named executive officer in respect of fiscal years 2025, 2024 and 2023. (2)Amounts reflect (i) a discretionary cash bonus for Mr. Mumford, who commenced employment with us on October 14, 2025, (ii) 2025 annual bonus awards granted in recognition of performance in 2025, which were paid on December 31, 2025 based on our achievement against four corporate performance goals set at the beginning of our fiscal year, (iii) 2024 annual bonus awards granted in recognition of performance in 2024, which were paid on January 15, 2025, (iv) 2023 annual bonus awards granted in recognition of performance in 2023, which were paid on February 15, 2024 and (v) discretionary cash bonuses paid in 2023. For a description of the performance goals and the Company’s 2025 results with respect to the 2025 annual bonus awards, see “2025 Fiscal Year Executive Compensation Program—Executive Bonus Goal Setting” above. (3)Amounts reflect the full grant-date fair value of RSUs granted during 2025, 2024 and 2023 and PSUs granted in 2025, in each case computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The RSUs granted to the named executive officers in 2025, 2024 and 2023 were subject to service-based vesting conditions and the PSUs granted in 2025 were subject to the achievement of performance conditions and service-based vesting conditions, as described above in “Equity Awards—2025 Annual Equity Grants” above. The grant date fair value of the PSUs was determined using a Monte-Carlo simulation model based on the probable outcome as of the grant date. The fair values of the PSU awards as of the grant date, assuming the maximum 225% payout for the PSUs, are as follows: Mr. Page: $15,315,901; Mr. Kelly: $4,594,772; Mr. Iwaschuk: $4,594,772; and Mr. Farrell: $3,573,709. For information regarding the assumptions used to calculate the value of all RSUs and PSUs awarded to our named executive officers, see “Notes to Consolidated Financial Statements – Note 19. Share-Based Compensation” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and “Notes to Consolidated Financial Statements – Note 17. Share-Based Compensation” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and for the fiscal year ended December 31, 2023. In addition, in connection with entering into the Farrell Advisory Agreement, Mr. Farrell’s RSUs and PSUs were modified in 2025. This modification resulted in an increase in the fair value of such awards of $22,697,088 which is reflected in the table above for 2025 for Mr. Farrell. (4)Amounts reflect matching contributions made to each named executive officer’s 401(k) plan account in 2025, 2024 and 2023. (5)Effective October 14, 2025, Mr. Farrell retired from his position as Chief Financial Officer. Mr. Mumford was appointed to serve as Cipher’s Chief Financial Officer, effective October 14, 2025. In the case of Mr. Farrell, the amount reflected in the “Salary” column reflects payment of his base salary through October 14, 2025, the date of his retirement, and then the continuation of his base salary in consideration for providing advisory services for the remainder of fiscal year 2025.

  46. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information with respect to plan-based awards granted to our named executive officers during 2025. Each equity award described in the table below was granted under the Incentive Award Plan

  47. Grants of Plan Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Rodney Tyler Page | 2/26/2025(1) | — | — | — | 1,358,696 | 5,672,556 | | | 2/26/2025(2) | 339,674 | 1,358,696 | 3,057,066 | — | 6,807,067 | | Gregory Mumford | 10/17/2025 | — | — | — | 375,000(4) | 7,035,000 | | Patrick Kelly | 2/26/2025(1) | — | — | — | 407,609 | 1,701,768 | | | 2/26/2025(2) | 101,902 | 407,609 | 917,121 | — | 2,042,121 | | William Iwaschuk | 2/26/2025(1) | — | — | — | 407,609 | 1,701,768 | | | 2/26/2025(2) | 101,902 | 407,609 | 917,121 | — | 2,042,121 | | Edward Farrell | 2/26/2025(1) | — | — | — | 317,029 | 1,323,596 | | | 2/26/2025(2) | 79,257 | 317,029 | 713,314 | — | 1,588,315 | | | 10/06/2025(5) | — | — | — | — | 22,697,088 |

  48. Grants of Plan Based Awards

    __________________________________________ (1)The February 2025 RSUs are subject to service-based vesting conditions, which vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, with the first such vesting date occurring on March 31, 2025, as set forth in more detail under “2025 Annual Equity Grants” above (2)The February 2025 PSUs are subject to service- and performance-based vesting conditions, which are set forth in more detail under “2025 Annual Equity Grants” above. (3)Amounts reported represent the aggregate grant date fair value of the RSUs and the target amount of PSUs granted to our named executive officers under the Incentive Award Plan, computed in accordance with ASC Topic 718. For information regarding the assumptions used to calculate the value of all RSU and PSUs awarded to our named executive officers, see “Notes to Consolidated Financial Statements – Note 19. Share-Based Compensation” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officers. (4)The Mumford Sign-On RSUs will vest in equal annual installments over a three-year period following the date of grant. (5)Mr. Farrell’s RSUs and PSUs were modified in 2025 in connection with entering into the Farrell Advisory Agreement. This amount reflects the increase in the fair value of each such award of $13,687,124 and $9,009,964.

  49. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.

  50. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Rodney Tyler Page | 2/26/2025 | 905,796(2) | 13,369,549 | — | — | | | 2/26/2025 | 2,038,044(3) | 30,081,529 | — | — | | | 3/9/2024 | 1,567,398(4) | 23,134,794 | — | — | | | 6/14/2023 | 333,334(5) | 4,920,010 | — | — | | | 11/17/2021 | — | — | 1,419,236(6) | 20,947,923 | | Gregory Mumford | 10/17/2025 | 375,000(7) | 5,535,000 | — | — | | Patrick Kelly | 2/26/2025 | 271,737(2) | 4,010,838 | — | — | | | 2/26/2025 | 611,414(3) | 9,024,471 | — | — | | | 3/9/2024 | 470,220(4) | 6,940,447 | — | — | | | 6/14/2023 | 166,667(5) | 2,460,005 | — | — | | William Iwaschuk | 2/26/2025 | 271,737(2) | 4,010,838 | — | — | | | 2/26/2025 | 611,414(3) | 9,024,471 | — | — | | | 3/9/2024 | 470,220(4) | 6,940,447 | — | — | | | 6/14/2023 | 166,667(5) | 2,460,005 | — | — | | Edward Farrell(8) | 2/26/2025 | 211,352(2) | 3,119,556 | — | — | | | 2/26/2025 | 475,544(3) | 7,019,029 | — | — | | | 3/9/2024 | 365,726(4) | 5,398,116 | — | — | | | 6/14/2023 | 166,666(5) | 2,459,990 | — | — |

  51. Outstanding Equity Awards at Fiscal Year-End

    __________________________________________ (1)Amounts are calculated by multiplying the number of RSUs shown in the table by $14.76, the closing market price of our stock on December 31, 2025. (2)Represents RSUs granted in February 2025, which vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, with the first such vesting date occurring on March 31, 2025, as set forth under “2025 Annual Equity Grants” above. (3)Represents PSUs granted in February 2025. On December 19, 2025, the Compensation Committee certified achievement of the performance conditions in respect of the PSUs at the maximum level of 225% of target. The first one-third of the earned PSUs vested on that date and are reflected in the “Option Exercises and Stock Vested” table below. The remaining two-thirds of the earned PSUs vest quarterly over two years on March 31, June 30, September 30 and December 15 of each of the 2026 and 2027 fiscal years, as set forth under “2025 Annual Equity Grants” above. (4)Represents RSUs granted in March 2024, 50% of which vest on each of January 1, 2026 and January 1, 2027. (5)Represents RSUs granted in June 2023, the remaining portion of which will vest on June 14, 2026. (6)Represents the final one-third of the Page Market Capitalization PSUs, which are eligible to vest based on the Company's achievement of a market capitalization equal to or exceeding $10 billion over a 30-day lookback period and subject to Mr. Page’s continuous service through the end of the applicable 30-day period, as set forth under “2025 Annual Equity Grants” above. (7)Represents the Mumford Sign-On RSUs, which will vest in equal annual installments over the three-year period following the date of grant, as set forth under “2025 Annual Equity Grants” above. (8)On October 6, 2025, Mr. Farrell tendered notice of his intent to retire from the Company, effective October 14, 2025. In connection with his retirement, Mr. Farrell and the Company entered into an Advisory Agreement, pursuant to which Mr. Farrell served in an advisory capacity through April 17, 2026. Pursuant to the Advisory Agreement, any unvested RSUs and PSUs earned based on the Company’s actual performance during the applicable performance period as of the last day of the Advisory Period accelerated and became fully vested on the last day of the Advisory Period. For additional information, see “Agreements with Our Named Executive Officers—Advisory Agreement with Mr. Farrell” above.

  52. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding stock that vested during the year ended December 31, 2025. None of our named executive officers held stock options at any time during the year ended December 31, 2025.

  53. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Rodney Tyler Page | 6,377,794 | 98,898,661 | | Gregory Mumford | — | — | | Patrick Kelly | 1,445,132 | 18,326,716 | | William Iwaschuk | 1,445,132 | 18,326,716 | | Edward Farrell | 1,242,509 | 15,425,504 |

  54. Option Exercises and Stock Vested

    __________________________________________ (1)The value realized on vesting is based on the closing price of our Common Stock on the applicable vesting date.

  55. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The Executive Employment Agreements provide that if the named executive officer’s employment is terminated by us without “cause,” or the executive officer resigns for “good reason” (in each case as defined in the named executive officer’s Executive Employment Agreement), or we elect not to renew the employment term, in each case, subject to the named executive officer’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants to which he is bound, the named executive officer will be entitled to receive, in addition to any accrued amounts: •his annual base salary, paid in equal installments for a period of twelve months (or, if such termination of employment occurs within the 12-month period following a change in control of the Company, paid in lump sum); •a pro-rated annual bonus (to the extent the named executive officer would have been entitled to such bonus for the year in which the termination occurs), based on actual performance, paid in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior executives generally for such year; and •payment of our share of the premiums for the continued participation in our health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 for the twelve-month period following the termination date. The award agreements for each outstanding RSU held by the named executive officers provide that: •If the named executive officer’s employment is terminated by the Company without “cause,” by the named executive officer for “good reason” (as such terms are defined in the applicable Executive Employment Agreement (as defined below)) or due to his death or permanent disability, all unvested RSUs will vest in full; and •In the event of a “change in control” (as defined in the Incentive Award Plan), subject to the named executive officer’s continuous service to the Company through such change in control, the named executive officers' RSUs will remain outstanding and unvested, provided that the RSUs will vest immediately prior to the change in control if they are not assumed, substituted or continued in connection with the change in control and will vest upon the executive officer’s termination of service following the change in control for any reason other than for “cause” or due to voluntary resignation without “good reason.” The award agreements for the PSUs held by our named executive officers each provide that: •If the named executive officer’s employment is terminated by the Company without “cause,” by the named executive officer for “good reason” (as such terms are defined in the applicable Executive Employment Agreement) or due to his death or permanent disability, in each case, on or after the first anniversary of the vesting commencement date, all earned but unvested PSUs will vest in full; and •In the event of a “change in control” (as defined in the Incentive Award Plan), subject to the executive officer’s continuous service to the Company through such change in control, the PSUs will remain outstanding and unvested, provided that (i) if a change in control of the Company occurs during the performance period, then upon the change in control, the performance period shall automatically terminate and the target number of PSUs will be deemed to be earned, and (ii) if a change in control of the Company occurs after the performance period, the number of earned PSUs will be determined based on the actual performance, as certified by the Compensation Committee prior to the change in control. In either case, such earned PSUs will become fully vested upon the executive officer’s termination of service for any reason other than for “cause” or due to voluntary resignation without “good reason” or due to his death or disability. The award agreement for the Page Market Capitalization PSUs provides that, in the event of a change in control, subject to Mr. Page’s continuous employment through the change in control, the requirement to achieve a market capitalization of at least $10 billion (which is necessary for vesting of the final one-third of the Page Market Capitalization PSUs) will be assessed at the time of the change in control based on the per share price received by the Company’s stockholders in the change in control and, to the extent that it does not vest, the Page Market Capitalization PSUs will be automatically forfeited upon the change in control. Following a change in control, any payments received by our named executive officers may be reduced to an amount, the higher of either (i) the largest portion of the payments that would result in no portion of the payments being subject to an excise tax under Section 4999 of the Code or (ii) the largest portion, up to and including the total, of the payments, whichever amount, after taking into account all federal, state and local employment taxes, income taxes and such excise tax (all computed at the highest applicable marginal rate), resulting in the named executive officer’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the payments may be subject to the excise tax. If a reduction in payments or benefits constituting “parachute payments” within the meaning of Section 280G of the Code is necessary, so that the payments equal the higher amount described above, reduction will occur in the manner that results in the greatest economic benefit for the named executive officer. Quantification of Payments and Benefits The below table shows the severance payments and benefits and the equity acceleration that each named executive officer would be entitled to receive upon a termination of their employment by us without “cause” or by the named executive officer with “good reason” or due to his death or disability. Due to the number of factors that affect the nature and amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the following table.

  56. Potential Payments Upon a Termination or Change in Control

    | Name | Benefit Description | Termination without cause or for good reason by executive not in connection with a change in control ($) | Termination without cause or for good reason by executive following a change in control($) | Change in control ($) | Death or disability | | Rodney Tyler Page | Cash severance | 825,000(1) | 825,000(2) | — | — | | | Pro-rated bonus | — (3) | — (3) | — | — | | | Accelerated vesting of equity awards | 41,424,353(4) | 71,505,882(4)(5) | — | 71,505,882(4)(5) | | | Continuation of health benefits | 45,720(6) | 45,720(6) | — | — | | Gregory Mumford | Cash severance | 500,000(1) | 500,000(2) | — | — | | | Pro-rated bonus | — (3) | — (3) | — | — | | | Accelerated vesting of equity awards | 5,535,000(4) | 5,535,000(4) | — | 5,535,000(4) | | | Continuation of health benefits | 32,341(6) | 32,341(6) | — | — | | Patrick Kelly | Cash severance | 525,000(1) | 525,000(2) | — | — | | | Pro-rated bonus | — (3) | — (3) | — | — | | | Accelerated vesting of equity awards | 13,411,290(4) | 22,435,761(4)(5) | — | 22,435,761(4)(5) | | | Continuation of health benefits | 45,720(6) | 45,720(6) | — | — | | William Iwaschuk | Cash severance | 525,000(1) | 525,000(2) | — | — | | | Pro-rated bonus | — (3) | — (3) | — | — | | | Accelerated vesting of equity awards | 13,411,290(4) | 22,435,761(4)(5) | — | 22,435,761(4)(5) | | | Continuation of health benefits | 45,720(6) | 45,720(6) | — | — |

  57. Potential Payments Upon a Termination or Change in Control

    (1)Reflects 12 months of the named executive officer’s annual base salary, paid in equal installments pursuant to the Executive Employment Agreements with each of our named executive officers, other than Mr. Farrell. (2)Reflects 12 months of the named executive officer’s annual base salary, paid in a lump sum pursuant to the Executive Employment Agreements with each of our named executive officers, other than Mr. Farrell. (3)Pursuant to the Executive Employment Agreements, in the event of a termination without “cause” or for “good reason”, each of our named executive officers (other than Mr. Farrell) is entitled to a pro-rated bonus for the year of termination, based on actual performance. In order to facilitate tax planning, our named executive officers received their full-year annual bonuses on December 31, 2025 and, accordingly, no amounts have been included in the table above. (4)Represents the value of the named executive officer’s outstanding RSUs that were unvested as of December 31, 2025 based on a stock price of $14.76, which was the closing market price of our stock on December 31, 2025. All of these RSUs would have accelerated vesting upon a termination of the named executive officer’s employment without “cause”, for “good reason” or due to death or disability. (5)In addition to the amount described in footnote (4), represents an additional amount attributable to earned PSUs that were outstanding as of December 31, 2025, all of which would have accelerated vesting in the event of a termination other than for “cause” or a voluntary resignation without “good reason”, in each case, following a change in control. No amounts are reflected in the table above in respect of the Page Market Capitalization PSUs that were outstanding as of December 31, 2025, because the $10 billion market capitalization milestone would not have been met. (6)Reflects the cost to the Company of continuing to provide the named executive officer and his eligible dependents with coverage under its group health plans at the same levels and the same cost that would have applied if his employment had not terminated pursuant to the Executive Employment Agreements with each of our named executive officers, other than Mr. Farrell. Effective October 14, 2025, Mr. Farrell retired from his position as Chief Financial Officer. Accordingly, Mr. Farrell was not eligible for any cash severance or continuation of health benefits upon termination or in connection with a change in control occurring as of December 31, 2025. Mr. Farrell’s equity awards remained eligible to vest in accordance with their existing terms pursuant to the terms of the Farrell Advisory Agreement, which was entered into in connection with his retirement. For more information on the Farrell Advisory Agreement, please see “Advisory Agreement with Mr. Farrell” above.

  58. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, the median annual total compensation of all Cipher employees, excluding our Chief Executive Officer, was $608,805, and the annual total compensation of our Chief Executive Officer was $14,968,623, as reported in the “Summary Compensation Table” on page 38 of this Proxy Statement. Accordingly, the ratio of our Chief Executive Officer’s annual total compensation to the median annual compensation of all employees (excluding the Chief Executive Officer) was 24.6:1. We conduct our business solely within the continental United States. As of December 31, 2025, we had 49 employees. To identify the median employee, we used total compensation paid during 2025, which includes base salary, annual cash incentive compensation and equity awards granted in 2025, as a measure of annual total compensation. We identified our “median employee” using this compensation measure, which was consistently applied to all our employees included in the calculation. The annual total compensation amount of the median employee is based on reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. The methodologies and assumptions used to identify the median employee may vary significantly among companies. Accordingly, neither the median employee's compensation nor the estimated pay ratio reported by other companies may be comparable to the estimated pay ratio reported above.

  59. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our Principal Executive Officer (“PEO”) and each of our other named executive officers for the fiscal years ended on December 31, 2025, 2024 and 2023, as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals in accordance with the SEC disclosure requirements as set forth in Item 402(v)(8) of Regulation S-K.

  60. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(3) | Value of Initial Fixed $100 Investment Based On Peer Group Total Shareholder Return(4) | Net Loss (in Thousands)(5) | Operating Margin(6) | | 2025 | $14,968,623 | $155,535,793 | $10,730,385 | $30,982,195 | $2,635.71 | $148.72 | $(822,244) | 67.25% | | 2024 | $17,347,733 | $28,950,962 | $5,450,640 | $8,929,967 | $828.57 | $159.56 | $(44,635) | 62.35% | | 2023 | $5,656,500 | $13,868,063 | $2,914,412 | $8,798,410 | $737.50 | $133.15 | $(25,777) | 68.17% |

  61. Pay Versus Performance

    (1) Compensation for our PEO, Rodney Tyler Page, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes: Gregory Mumford, Edward Farrell, Patrick Kelly, and William Iwaschuk for all of the respective years above (except that Gregory Mumford is not included for any fiscal year prior to 2025). (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in the respective years reflect the respective amounts set forth in the Summary Compensation Table, in each case adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.

  62. Adjustments to Determine Compensation Actually Paid to our PEO and NEOs(A)

    Adjustments to Determine Compensation Actually Paid to our PEO and NEOs(A)

  63. Adjustments to Determine Compensation Actually Paid to our PEO and NEOs(A)

    | | CEO | NEOs Average | | Summary Compensation Table Total | $14,968,623 | $10,730,385 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (12,479,623) | (9,635,865) | | Plus Fair Value for Unvested Awards Granted in the Covered Year | 43,451,078 | 10,436,051 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 19,235,408 | 6,092,800 | | Plus Fair Value for Vested Awards Granted in the Covered Year | 20,414,419 | 5,670,688 | | Plus Fair Value for Vested Market-based awards | 51,972,459 | — | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 17,973,429 | 7,688,136 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | | Compensation Actually Paid | $155,535,793 | $30,982,195 |

  64. Adjustments to Determine Compensation Actually Paid to our PEO and NEOs(A)

    (A) Fair values set forth in the table above are computed in accordance with ASC Topic 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. (3) TSR is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2025, 2024 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (4) Peer Group Total Shareholder Return represents the weighted average total shareholder return according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. This Peer Group represents companies in the S&P Americas SmallCap Software & Services Index. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. (5) Reflects “Net Loss” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023. (6) The Company selected operating margin as the Company-Selected Measure for 2025 because the Compensation Committee determined that it was, in addition to absolute total shareholder return and relative total shareholder return, the most important financial performance measure used in fiscal year 2025 to link compensation actually paid to our named executive officers to Company performance.

  65. Relationship between Compensation Actually Paid Versus TSR

    Relationship between Compensation Actually Paid Versus TSR The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between compensation actually paid to the PEO and the average amount of compensation actually paid to the non-PEO NEOs and our TSR and Peer Group TSR. From January 1, 2023 to December 31, 2025, cumulative TSR increased by approximately 2,536%, while cumulative TSR of our peer group increased by approximately 48.72%, compensation actually paid to the PEO increased by approximately 1,022% and the average compensation actually paid to the non-PEO NEOs increased by approximately 197% over the same period. For the three years presented, the increase in both compensation actually paid and cumulative TSR are primarily driven by the change in the Company's stock price from $0.56 as of December 31, 2022, $4.13 as of December 31, 2023, $4.64 as of December 31, 2024, to $14.76 as of December 31, 2025. Stock price is a large driver in the value of the equity incentive awards, which is a major component of compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs. In addition, one of the primary reasons that our PEO’s compensation actually paid increased much more substantially than that of our non-PEO NEOs during 2025 is due to the vesting of the first and second tranches of the Page Market Capitalization PSUs as a result of the Company’s achievement of the $5 billion and $7.5 billion market capitalization milestones during 2025.

  66. Relationship between Compensation Actually Paid Versus Net Loss

    Relationship between Compensation Actually Paid Versus Net Loss The graph below reflects the relationship between compensation actually paid to the PEO and the average amount of compensation actually paid to the non-PEO NEOs and our net loss.

  67. Director Compensation

    Director Compensation The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2025. Mr. Page is not included in the table below as he is employed as our Chief Executive Officer and receives no compensation for his service as a director. The compensation received by Mr. Page as an employee is shown in “Executive Compensation-Summary Compensation Table” above.

  68. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | James Newsome | 225,000 | 223,282 | 448,282 | | Robert Dykes(3) | 69,613 | — | 69,613 | | Holly Morrow Evans | 172,500 | 223,282 | 395,782 | | Robert Flatley | 186,031 | 223,282 | 409,313 | | Cary Grossman | 176,469 | 223,282 | 399,750 | | Caitlin Long | 176,031 | 223,282 | 399,313 | | Wesley Williams | 172,794 | 223,282 | 396,075 |

  69. Director Compensation

    __________________________________________ (1)Amounts reflect the annual cash retainers that the non-employee directors earned for their service in respect of fiscal year 2025 under our non-employee director compensation policy. (2)Amounts reflect the full grant-date fair value of vested shares of our common stock granted during fiscal year 2025 computed in accordance with ASC Topic 718, based on the closing price of our common stock on the applicable grant date. No non-employee directors held unvested stock awards as of December 31, 2025. (3)Mr. Dykes' annual retainer was prorated because he left the board effective upon the annual meeting on June 3, 2025. Under our amended and restated non-employee director compensation policy (the “Director Compensation Policy”), each non-employee director is entitled to a $150,000 annual cash retainer, and the lead independent director is also entitled to a $75,000 additional annual cash retainer. The chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are entitled to an additional annual cash retainer of $25,000, $25,000, and $15,000, respectively and any non-employee director serving as a member of the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee (other than the chairs of the respective committees) are entitled to an additional annual retainer of $12,500, $12,500 and $10,000, respectively. The cash fees are paid to non-employee directors quarterly in arrears and will be pro-rated for any quarter of partial service. In addition to such cash compensation, under the Director Compensation Policy, at each annual meeting of our stockholders, non-employee directors who serve on the board as of the annual meeting and will continue to serve on the board following the annual meeting (including non-employee directors who are elected to serve on the board at the annual meeting) will receive an equity award of fully vested shares of our common stock that has a grant date value of $200,000. If a non-employee director is initially elected to the board on a date other than at the annual meeting, the non-employee director will receive, on the date of such non-employee director’s initial election or appointment, an initial equity award of fully vested shares of our common stock that has a grant date value of $200,000, multiplied by a fraction, the numerator of which is 365 minus the number of days from the most recent annual meeting to the non-employee director’s start date and the denominator of which is 365. The number of fully vested shares of our common stock grant is determined by dividing $200,000 (or the reduced amount for a director initially elected other than at the annual meeting) by the average closing sales price of our common stock on the Nasdaq for each of the seven trading days immediately preceding the grant date. The Compensation Committee, consisting solely of independent directors, has primary responsibility for reviewing non-employee director compensation and considering any changes to the Director Compensation Policy and has authority to engage outside advisers to assist it. The full Board reviews the Compensation Committee’s recommendations and determines any changes to the Director Compensation Policy. Further, the Compensation Committee periodically reviews assessments prepared by outside consultants that it has engaged to gain a deeper understanding of current market levels of compensation being paid for board service and to gauge current practices with respect to the forms of director compensation currently in use in the market. The Compensation Committee periodically benchmarks non-employee director compensation to ensure the compensation provided to the Company’s non-employee directors is reasonable and competitive with the market. The most recent benchmarking of non-employee director compensation occurred in January 2025, when Semler Brossy, the Compensation Committee’s independent compensation consultant, presented a director compensation market assessment to the Compensation Committee. As part of Semler Brossy’s assessment, it reviewed the pay practices of the same peer group of companies that we used for purposes of reviewing named executive officer compensation with respect to our 2025 fiscal year. For the list of companies in the peer group, see “Compensation Discussion and Analysis—How We Determine Executive Compensation—Use of Competitive Market Compensation Data” above. Semler Brossy’s review found that the Company’s non-employee director compensation program remains competitively positioned relative to peer companies. Therefore, the Compensation Committee determined not to recommend any changes to the Director Compensation Policy for fiscal year 2025.