Major Cipher Digital (CIFR) holders sign variable prepaid forward share deals
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cipher Digital Inc. major shareholders entered variable prepaid forward sale contracts tied to the company’s common stock. V3 Holding Limited agreed to a forward covering up to 2,812,863 shares of Common Stock and received a cash payment of $50.0 million, pledging the same number of shares as collateral. Bitfury Top HoldCo B.V. entered a separate forward covering up to 4,433,735 shares and received $81.2 million, also pledging 4,433,735 shares. In both six-tranche arrangements with an unaffiliated dealer, the ultimate number of shares to be delivered in 2027 will depend on future share prices relative to defined floor and cap prices, while the reporting persons retain economic and voting rights in the pledged shares unless a default occurs.
Positive
- None.
Negative
- None.
Insights
Large Cipher Digital holders monetized positions via complex forward contracts without immediate share sales.
Two significant Cipher Digital holders, V3 Holding Limited and Bitfury Top HoldCo B.V., entered variable prepaid forward sale contracts with an unaffiliated dealer. They received upfront cash of $50.0 million and $81.2 million, respectively, in exchange for future share-delivery obligations tied to price levels.
Each contract covers millions of shares across six 2027 maturity dates, with settlement formulas based on floor and cap prices between about $21 and $33 per share. The pledged shares remain subject to these arrangements, but the reporting persons retain economic and voting rights so long as no default occurs.
These are coded as "other" (J) transactions, reflecting structured monetization or financing rather than straightforward open-market buying or selling. Future disclosures may clarify actual share deliveries as maturity dates approach, but this filing mainly documents the establishment of the forward structures.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Vavilovs Valerijs, Bitfury Group Ltd
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 4,433,735 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 2,812,863 | $0.00 | -- |
Holdings After Transaction:
Forward sale contract (obligation to sell) — 4,433,735 shares (Indirect, See Footnote);
Forward sale contract (obligation to sell) — 2,812,863 shares (Direct, null)
Footnotes (1)
- On May 13, 2026, V3 Holding Limited ("V3") entered into a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,812,863 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 468,811 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Forward Contract (April 8, 2027, April 22, 2027, May 6, 2027, May 20, 2027, June 3, 2027 and June 17, 2027), for an aggregate amount of up to 2,812,863 shares. In exchange for assuming this obligation, V3 received a cash payment of $50.0 million in connection with the entry into the Forward Contract. The reporting person pledged 2,812,863 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued] [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the six maturity dates is to be determined as follows: (a) if the closing price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.1613 (the "Floor Price"), the reporting person will deliver to the Dealer 468,811 shares; (b) if the Settlement Price is between the Floor Price and $31.7420 (the "Cap Price"), the reporting person will deliver to the Dealer a number of shares of Common Stock having a value (based on the then market price) equal to $9.9 million; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Dealer a number of shares of Common Stock equal to 468,811 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $4.9 million. [Continued] [Cont.] V3 will retain economic and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the Forward Contract or the related pledge agreement). Bitfury Group Limited ("BGL") is the sole owner of Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo"), and V3 Holding Limited ("V3") is the majority owner of BGL. Valerijs Vavilovs is the sole owner of V3. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the securities beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. On May 15, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with the Dealer covering a maximum of 4,433,735 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 738,956 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Bitfury Forward Contract (June 24, 2027, July 1, 2027, July 8, 2027, July 15, 2027,July 22, 2027 and July 29, 2027)), for an aggregate amount of up to 4,433,735 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $81.2 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 4,433,735 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued] [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the six maturity dates is to be determined as follows: (a) if the closing price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.8071 (the "Floor Price"), the reporting person will deliver to the Dealer 738,956 shares; (b) if the Settlement Price is between the Floor Price and $32.7107 (the "Cap Price"), the reporting person will deliver to the Dealer a number of shares of Common Stock having a value (based on the then market price) equal to $21.8 million; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Dealer a number of shares of Common Stock equal to 738,956 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.9 million. [Continued] [Cont.] Bitfury Top HoldCo will retain economic and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the Forward Contract or the related pledge agreement).
Key Figures
V3 forward contract size: 2,812,863 shares
V3 upfront cash: $50.0 million
Bitfury forward contract size: 4,433,735 shares
+5 more
8 metrics
V3 forward contract size
2,812,863 shares
Maximum Cipher Digital common shares covered by V3 contract
V3 upfront cash
$50.0 million
Cash payment received by V3 on entering forward contract
Bitfury forward contract size
4,433,735 shares
Maximum Cipher Digital shares covered by Bitfury Top HoldCo contract
Bitfury upfront cash
$81.2 million
Cash payment received by Bitfury Top HoldCo at contract entry
V3 floor and cap prices
$21.1613 floor, $31.7420 cap
Price band determining V3 share deliveries per tranche
Bitfury floor and cap prices
$21.8071 floor, $32.7107 cap
Price band determining Bitfury Top HoldCo deliveries per tranche
V3 per-tranche reference value
$9.9 million
Target value of shares delivered when price between floor and cap
Bitfury per-tranche reference value
$21.8 million
Target value of shares delivered when price between floor and cap
Key Terms
variable prepaid forward sale contract, Pledged Shares, Floor Price, Cap Price, +2 more
6 terms
variable prepaid forward sale contract financial
"entered into a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated third-party dealer"
Floor Price financial
"if the Settlement Price is less than or equal to $21.1613 (the "Floor Price"), the reporting person will deliver"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"if the Settlement Price is between the Floor Price and $31.7420 (the "Cap Price"), the reporting person will deliver"
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities beneficially owned by Bitfury Top HoldCo"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
tranches financial
"to deliver to the Dealer up to 468,811 shares of Common Stock in each of six tranches"
Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.
FAQ
What did V3 Holding Limited do in this Cipher Digital (CIFR) Form 4?
V3 Holding Limited entered a variable prepaid forward sale contract on up to 2,812,863 Cipher Digital common shares. It received an upfront cash payment of $50.0 million and pledged the same number of shares as collateral, with future deliveries determined by 2027 share prices versus set floor and cap levels.
What transaction did Bitfury Top HoldCo B.V. report for Cipher Digital (CIFR)?
Bitfury Top HoldCo B.V. entered a separate variable prepaid forward sale contract covering up to 4,433,735 Cipher Digital shares. It received $81.2 million in cash and pledged 4,433,735 shares, to be delivered in six 2027 tranches based on future prices relative to specified floor and cap values.
Are the Cipher Digital (CIFR) Form 4 transactions open-market buys or sells?
No, the Form 4 transactions are coded "J" as other derivative restructurings, not standard buys or sells. They represent variable prepaid forward sale contracts, where large shareholders receive upfront cash today in exchange for potential future share deliveries depending on Cipher Digital’s share price in 2027.
What are the key pricing terms of the Bitfury Top HoldCo forward on Cipher Digital (CIFR)?
Bitfury Top HoldCo’s contract references a floor price of $21.8071 and cap price of $32.7107. For each of six maturities, it will deliver either 738,956 shares, a value-based amount equal to $21.8 million, or 738,956 shares reduced by a value of $10.9 million, depending on Cipher Digital’s share price.