12/30/2025 | Press release | Distributed by Public on 12/30/2025 15:32
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (4) | 12/23/2025 | A | 94,050 | (5) | (5) | Common Stock | 94,050 | $ 0 | 94,050 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mirabelli Christopher C/O CYPHERPUNK TECHNOLOGIES INC. 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE, MA 02141 |
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| /s/ Douglas E. Onsi as attorney-in-fact for the reporting person | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pro rata distribution from Nine Capital Partners, LLC ("Nine Capital Partners") of an aggregate of 2,136 shares of Cypherpunk Technologies Inc. ("Company") common stock, par value $0.001 per share ("Common Stock"), with 712 shares of Common Stock distributed to each of Messrs. Christopher K. Mirabelli, Douglas E. Onsi and Augustine Lawlor, respectively. Messrs. Mirabelli, Onsi and Lawlor are the Managing Members of Nine Capital Partners and as such, beneficially own and share voting and dispositive power with respect to all of the securities owned by Nine Capital Partners, LLC. |
| (2) | The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| (3) | Reflects a de minimis adjustment due to rounding. |
| (4) | Represents restricted stock units ("RSUs") to be settled on a 1 for 1 basis for shares of Company Common Stock. The RSUs were awarded pursuant to the Company's 2025 Equity Incentive Plan for no consideration. |
| (5) | The RSUs vested at issuance on December 23, 2025 (the "Grant Date"). Subject to the terms of the RSU award and applicable tax withholdings, the Company shall settle the RSUs for Common Stock as soon as practicable following the earlier to occur of (i) the fifth (5th) business day after the date the reporting person ceases for any reason to be a member of the Company's Board of Directors or (ii) the date of the first annual meeting of stockholders of the Company that occurs following the Grant Date. |