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^*

Oei Khing Djien

(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)

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	⁽¹⁾⁽²⁾	12/23/2025		A		94,050		⁽²⁾	⁽²⁾	Common Stock	94,050	$0	94,050	D
Restricted Stock Units	⁽¹⁾⁽³⁾	12/23/2025		D		2,411,700⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	2,411,700	$0	0	I	By CoinXit Ltd⁽³⁾
Restricted Stock Units	⁽¹⁾⁽⁴⁾	12/23/2025		A		5,448,157⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	5,448,157	$0	5,448,157	I	By CoinXit Ltd⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Represents restricted stock units ("RSUs") to be settled on a 1 for 1 basis for shares of Cypherpunk Technologies Inc. ("Company") common stock, par value $0.001 per share ("Common Stock").

2. The RSUs were awarded pursuant to the Company's 2025 Equity Incentive Plan (the "2025 Plan") for no consideration. 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.

3. The 2,411,700 RSUs (the "First RSUs") were previously awarded to CoinXit Ltd ("CoinXit") pursuant to the Consulting Agreement, dated October 6, 2025, by and between the Company and CoinXit (the "Consulting Agreement"), and were issued under the Company's 2022 Equity Incentive Plan. On December 23, 2025, the Company and CoinXit agreed to terminate the agreement representing the First RSUs and to combine the First RSUs with the Second RSUs (as defined below), into a single RSU award of 5,448,157 RSUs to be issued under the 2025 Plan, in full satisfaction of the Company's obligations under the Consulting Agreement.

4. Includes (i) 2,411,700 First RSUs and (ii) 3,036,457 RSUs due to CoinXit pursuant to the Consulting Agreement (the "Second RSUs", and together with the First RSUs, the "CoinXit RSUs"). The CoinXit RSUs were awarded to CoinXit December 23, 2025 pursuant to the Consulting Agreement, and were issued under the Company's 2025 Equity Incentive Plan.

5. The CoinXit RSUs will vest at (i) 12/36th on October 8, 2026 and (ii) 1/36th on the eighth (8th) day of each month thereafter (each, a "Vesting Date"), subject to the reporting person's continued service with or to the Company. Subject to the terms of the CoinXit RSU award and applicable tax withholdings, the Company shall settle vested CoinXit RSUs for Common Stock on the earliest to occur of (i) the first payroll period on or after the date the reporting person's employment with or service to the Company ceases, (ii) the first payroll period on or after the eighth (8th) day of the calendar month of June following any such Vesting Date applicable to such vested CoinXit RSU or (iii) the first payroll period on or after the eighth (8th) day of the month of December following any such Vesting Date. The reporting person is the director and sole owner of CoinXit, and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/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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