SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dietz Thomas John

(Last)

(First)

(Middle)

C/O CYPHERPUNK TECHNOLOGIES INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/26/2025		M⁽¹⁾		83,000	A	⁽²⁾	83,000	D
Common Stock	12/26/2025		F⁽¹⁾		35,000	D	$1.2	48,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽²⁾	12/26/2025		M⁽¹⁾		83,000		⁽³⁾	⁽³⁾	Common Stock	83,000	$0	0	D
Restricted Stock Units	$0⁽⁴⁾	12/23/2025		A		104,500		⁽⁵⁾	⁽⁵⁾	Common Stock	104,500	$0	104,500	D

Explanation of Responses:

1. 83,000 Restricted Stock Units ("RSUs") previously granted by Cypherpunk Technologies Inc. (the "Company") to the reporting person on November 11, 2025 (the "November 2025 RSUs") were settled on December 26, 2025 on a net issue basis such that, of the 83,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock") underlying the November 2025 RSUs, the Company issued to the reporting person on such settlement date only 48,000 of such shares, and the Company withheld on such settlement date the remaining 35,000 of such shares in order to satisfy tax withholding obligations in connection with the settlement of the November 2025 RSUs. None of such 35,000 shares of Common Stock so withheld by the Company constituted sales of such shares by the reporting person.

2. Represents RSUs to be settled on a 1 for 1 basis for shares of Company Common Stock. The November 2025 RSUs were awarded pursuant to the Company's 2022 Equity Incentive Plan for no consideration.

3. The November 2025 RSUs vested at issuance on their grant date. On December 26, 2025, the Compensation Committee of the Board of Directors took action to permit the early settlement of the November 2025 RSUs on a net issue basis as further described in footnote (1) above.

4. Represents RSUs to be settled on a 1 for 1 basis for shares of Company Common Stock. The RSUs (the "December 2025 RSUs") were awarded pursuant to the Company's 2025 Equity Incentive Plan for no consideration.

5. The December 2025 RSUs vested at issuance on December 23, 2025 (the "Grant Date"). Subject to the terms of the December 2025 RSU award and applicable tax withholdings, the Company shall settle the December 2025 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.

	/s/ Douglas E. Onsi as attorney-in-fact for the reporting person	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Director Dietz Thomas John converted options into 83,000 shares and covered exercise/tax liability with 35,000 shares (SEC Form 4)