Major Cipher Digital (NASDAQ: CIFR) holder sells 1.2M shares, keeps big stake

Rhea-AI Filing Summary

Cipher Digital Inc. reported that entities affiliated with major shareholder Valerijs Vavilovs completed open-market sales of Common Stock. On June 4, 2026, Bitfury Top HoldCo B.V. sold a total of 1,200,000 shares of Cipher Digital common stock in two transactions at weighted average prices of $25.3498 and $26.0983 per share, through multiple trades within stated price ranges. Following these sales, the reporting group, including Bitfury Top HoldCo, Bitfury Holding B.V., V3 Holding Ltd, Bitfury Group Ltd and Mr. Vavilovs, continued to hold tens of millions of shares, reflecting a large remaining position. The footnotes explain a layered ownership structure in which several entities and Mr. Vavilovs may be deemed to share beneficial ownership, while each disclaims beneficial ownership beyond their respective pecuniary interests.

Insights

Equity ownership analyst

Large shareholder executes 1.2M-share secondary sale while retaining major position.

Entities associated with Valerijs Vavilovs and the Bitfury group sold 1,200,000 shares of Cipher Digital common stock via Bitfury Top HoldCo B.V. at weighted average prices around the mid-$20s. These are open-market sales, not option exercises or grants.

The filing shows post-transaction holdings still around the high-50M-share level, indicating the selling group remains a substantial owner. The transactions are indirect, through a multi-entity structure, with each party potentially deemed to share beneficial ownership but formally disclaiming it beyond their pecuniary interests.

Because the percentage of the visible position sold appears limited relative to remaining holdings and no trading plans or special circumstances are disclosed, this looks like a routine liquidity event by a large shareholder rather than a transformative change in ownership.

Insider Trade Summary

Net Seller: 1,200,000 shares ($30,586,817)

Net Sell 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

Sold 1,200,000 shs ($30.59M)

Type	Security	Shares	Price	Value
Sale	Common Stock	977,578	$25.35	$24.78M
Sale	Common Stock	222,422	$26.10	$5.81M

Holdings After Transaction: Common Stock — 58,539,116 shares (Indirect, See Footnote)

Footnotes (1)

1. The price reported in Column 4 represents a weighted average sales price of $25.3498. These shares were sold by Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") in multiple transactions at prices ranging from $25.00 to $25.9993, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 and 2 of this Form 4. The price reported in Column 4 represents a weighted average sales price of $26.0983. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.2929, inclusive. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 22,621,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 30,873,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued] [Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock 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.

Key Figures

Shares sold total: 1,200,000 shares Block sale 1: 977,578 shares at $25.3498 Block sale 2: 222,422 shares at $26.0983 +4 more

7 metrics

Shares sold total 1,200,000 shares Total Cipher Digital common shares sold on June 4, 2026

Block sale 1 977,578 shares at $25.3498 Weighted average price; multiple trades from $25.00 to $25.9993

Block sale 2 222,422 shares at $26.0983 Weighted average price; multiple trades from $26.00 to $26.2929

Post-transaction holdings example 58,539,116 shares Total shares reported following one of the sales lines

Bitfury Holding B.V. record position 4,821,560 shares Common Stock held directly by Bitfury Holding B.V.

Bitfury Top HoldCo record position 22,621,822 shares Common Stock held directly by Bitfury Top HoldCo B.V.

V3 Holding direct position 30,873,312 shares Common Stock held directly by V3 Holding Limited

Key Terms

weighted average sales price, beneficial ownership, pecuniary interests, ten percent owner, +1 more

5 terms

weighted average sales price financial

"The price reported in Column 4 represents a weighted average sales price of $25.3498."

beneficial ownership financial

"may be deemed to share beneficial ownership of the shares of Common Stock"

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.

pecuniary interests financial

"disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein"

ten percent owner financial

"is_ten_percent_owner": 1"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GRAND CAYMAN KY1-1002

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cipher Digital Inc. [ CIFR ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2026		S		977,578	D	$25.35(1)	58,539,116	I	See Footnote(3)(4)
Common Stock	06/04/2026		S		222,422	D	$26.1(2)	58,316,694	I	See Footnote(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GRAND CAYMAN KY1-1002

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bitfury Top HoldCo B.V.

(Last) (First) (Middle)

CONCERTGEBOUWPLEIN 15-H

(Street)

AMSTERDAM 1071 LL

(City) (State) (Zip)

NETHERLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bitfury Holding B.V.

(Last) (First) (Middle)

CONCERTGEBOUWPLEIN 15-H

(Street)

AMSTERDAM 1071 LL

(City) (State) (Zip)

NETHERLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vavilovs Valerijs

(Last) (First) (Middle)

2102 CHEDDAR CHEESE TOWER, PO BOX 712650

(Street)

DUBAI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bitfury Group Ltd

(Last) (First) (Middle)

FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE

(Street)

LONDON EC4R 3TT

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 represents a weighted average sales price of $25.3498. These shares were sold by Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") in multiple transactions at prices ranging from $25.00 to $25.9993, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 and 2 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $26.0983. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.2929, inclusive.

3. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 22,621,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 30,873,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]

4. [Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock 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.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	06/08/2026
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	06/08/2026
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	06/08/2026
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	06/08/2026
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	06/08/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did V3 Holding-related entities report in this Cipher Digital (CIFR) Form 4?

They reported open-market sales totaling 1,200,000 shares of Cipher Digital Common Stock. The sales were executed on June 4, 2026 by Bitfury Top HoldCo B.V., an entity within the V3/Bitfury ownership chain, at weighted average prices in the mid-$20s per share.

How many Cipher Digital (CIFR) shares were sold and at what prices?

The reporting entities sold 1,200,000 Cipher Digital Common Stock shares in two blocks. One block of 977,578 shares had a weighted average price of $25.3498, and another block of 222,422 shares had a weighted average price of $26.0983, across specified trading ranges.

Who actually executed the Cipher Digital (CIFR) share sales disclosed in this Form 4?

Bitfury Top HoldCo B.V. executed the sales of Cipher Digital shares. It conducted multiple open-market transactions within disclosed price ranges, while related entities and Valerijs Vavilovs are part of a layered ownership structure that may be deemed to share beneficial ownership subject to pecuniary-interest disclaimers.

How large is the remaining Cipher Digital (CIFR) stake after these insider sales?

The filing shows post-transaction holdings of roughly 58 million Cipher Digital shares across the reporting structure. This indicates that despite selling 1.2 million shares, the reporting group still holds a substantial equity position in the company after the June 4, 2026 transactions.

What do the Form 4 footnotes say about beneficial ownership of Cipher Digital (CIFR) shares?

The footnotes explain that V3 Holding Ltd, Bitfury entities, and Valerijs Vavilovs may be deemed to share beneficial ownership through their ownership chain. However, each party disclaims beneficial ownership of those Cipher Digital shares beyond the extent of their respective pecuniary interests.

Were the Cipher Digital (CIFR) insider sales single trades or multiple transactions?

They were multiple trades aggregated into two reported line items with weighted average prices. The Form 4 notes that Bitfury Top HoldCo B.V. sold shares in numerous transactions within price ranges and offers to provide detailed trade breakdowns upon request to investors or regulators.