Cipher Digital (CIFR) major holder enters $100M variable prepaid forward

Rhea-AI Filing Summary

Cipher Digital Inc. disclosed that major shareholder V3 Holding Limited entered into a variable prepaid forward sale contract on its Common Stock. The Forward Contract covers a maximum of 5,675,984 shares and is structured in six tranches of up to 945,998 shares each, with maturity dates between April 1 and June 10, 2027. In exchange for assuming the share-delivery obligation, V3 received a cash payment of $100.0 million and pledged 5,675,984 shares as collateral. The number of shares to be delivered on each maturity date depends on the stock price relative to a Floor Price of $21.4332 and a Cap Price of $32.1498, using preset dollar thresholds of $20.3 million and $10.1 million. V3 retains economic and voting rights in the pledged shares unless a default occurs, and Valerijs Vavilovs, as sole owner of V3, may be deemed to beneficially own these shares.

Insights

Equity capital markets analyst

Large Cipher Digital holder monetizes stake via $100M prepaid forward.

Major shareholder V3 Holding Limited entered a variable prepaid forward sale contract on up to 5,675,984 Cipher Digital shares. V3 received an upfront cash payment of $100.0 million while pledging an equal number of shares as collateral.

The contract settles in six tranches through June 10, 2027. Deliverable shares per tranche depend on the stock’s $21.4332 Floor Price and $32.1498 Cap Price, with notional amounts of $20.3 million and $10.1 million guiding calculations. This structure can lead to future share deliveries but timing and exact quantities will follow the formula at each maturity date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

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)	5,675,984	$0.00	--

Holdings After Transaction: Forward sale contract (obligation to sell) — 5,675,984 shares (Direct, null)

Footnotes (1)

1. On May 11, 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 5,675,984 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 945,998 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 1, 2027, April 15, 2027, April 29, 2027, May 13, 2027, May 27, 2027 and June 10, 2027), for an aggregate amount of up to 5,675,984 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million in connection with the entry into the Forward Contract. The reporting person pledged 5,675,984 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 $21.4332 (the "Floor Price"), the reporting person will deliver to the Dealer 945,998 shares; (b) if the Settlement Price is between the Floor Price and $32.1498 (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 $20.3 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 945,998 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.1 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). Valerijs Vavilovs is the sole owner of V3. As a result, Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3.

Key Figures

Shares under forward contract: 5,675,984 shares Upfront cash payment: $100.0 million Tranche size: 945,998 shares +5 more

8 metrics

Shares under forward contract 5,675,984 shares Maximum Common Stock covered by variable prepaid forward

Upfront cash payment $100.0 million Cash received by V3 on entering the forward contract

Tranche size 945,998 shares Maximum deliverable per each of six maturity dates

Floor Price $21.4332 Price threshold used to determine share deliveries

Cap Price $32.1498 Upper price threshold in settlement formula

Settlement notional amount $20.3 million Target value for share deliveries in mid-range price scenario

High-price adjustment $10.1 million Value used to reduce shares delivered above Cap Price

Pledged shares 5,675,984 shares Shares pledged by V3 to secure forward obligations

Key Terms

variable prepaid forward sale contract, Floor Price, Cap Price, Pledged Shares, +1 more

5 terms

variable prepaid forward sale contract financial

"V3 Holding Limited entered into a variable prepaid forward sale contract covering shares of Common Stock."

Floor Price financial

"If the Settlement Price is less than or equal to $21.4332 (the "Floor Price"), V3 will deliver 945,998 shares."

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 greater than $32.1498 (the "Cap Price"), the number of shares delivered is reduced."

Pledged Shares financial

"The reporting person pledged 5,675,984 shares of Common Stock (the "Pledged Shares") to secure its obligations."

beneficial ownership financial

"As a result, Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3."

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.

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)
05/11/2026

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

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
Forward sale contract (obligation to sell)	(1)(2)(3)	05/11/2026		J(1)(2)(3)		5,675,984		(1)(2)(3)	(1)(2)(3)	Common Stock	5,675,984	(1)(2)(3)	5,675,984	D(4)

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)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM 1077 ZX

(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)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM 1077 ZX

(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. On May 11, 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 5,675,984 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 945,998 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 1, 2027, April 15, 2027, April 29, 2027, May 13, 2027, May 27, 2027 and June 10, 2027), for an aggregate amount of up to 5,675,984 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million in connection with the entry into the Forward Contract. The reporting person pledged 5,675,984 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued]

2. [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 $21.4332 (the "Floor Price"), the reporting person will deliver to the Dealer 945,998 shares; (b) if the Settlement Price is between the Floor Price and $32.1498 (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 $20.3 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 945,998 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.1 million. [Continued]

3. [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).

4. Valerijs Vavilovs is the sole owner of V3. As a result, Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	05/13/2026
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	05/13/2026
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	05/13/2026
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	05/13/2026
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	05/13/2026
	** 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 Limited do in this Cipher Digital (CIFR) Form 4?

V3 Holding Limited entered a variable prepaid forward sale contract on up to 5,675,984 Cipher Digital shares. It received $100.0 million in cash and pledged the same number of shares as collateral under this structured agreement.

How many Cipher Digital (CIFR) shares are covered by the V3 forward contract?

The forward contract covers a maximum of 5,675,984 Cipher Digital Common Stock shares. These are split into six potential tranches of up to 945,998 shares each, with deliveries determined by stock price levels on specified 2027 maturity dates.

How much cash did V3 Holding receive under the Cipher Digital (CIFR) forward deal?

V3 Holding received a $100.0 million cash payment when it entered the variable prepaid forward contract. This payment compensates V3 for its obligation to potentially deliver up to 5,675,984 Cipher Digital shares in the future under defined pricing formulas.

How are share deliveries under the Cipher Digital (CIFR) forward contract calculated?

Deliveries depend on the Settlement Price relative to a $21.4332 Floor Price and $32.1498 Cap Price. Depending on that price, V3 delivers either 945,998 shares, shares worth $20.3 million, or 945,998 shares minus shares valued at $10.1 million for each tranche.

Does V3 retain rights in the Cipher Digital (CIFR) shares pledged in the forward?

V3 retains economic and voting rights in the 5,675,984 pledged Cipher Digital shares during the pledge term. Those rights continue as long as no event of default or similar event occurs under the forward contract or the related pledge agreement.

What is Valerijs Vavilovs’ connection to the Cipher Digital (CIFR) shares in this filing?

Valerijs Vavilovs is the sole owner of V3 Holding Limited. Because V3 owns the Cipher Digital shares subject to the forward, he may be deemed to have beneficial ownership of the Common Stock held by V3 under applicable securities rules.