Cipher Digital owner transfers 1.84M shares

The forward contract paired an initial $94.6 million payment with pledged shares securing future delivery obligations.

Available on EDGAR 11/04/2026 - 04:36 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:36 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cipher Digital Inc. (CIFR) reported that Bitfury Top HoldCo B.V., a 10% owner, disposed of 1,840,000 common shares on November 2, 2026, settling the second tranche of its variable prepaid forward contract. The contract provides for delivery of up to 1,840,000 shares in each of three tranches, up to 5,520,000 shares in aggregate. Bitfury Top HoldCo received $94.6 million when it entered the contract on November 14, 2025. The reported indirect common-stock position following the transaction was 51,026,694 shares; the footnote states the October 30, 2026 settlement price was $7.34 and that 1,840,000 shares were transferred. Valerijs Vavilovs, identified as a 10% owner, and V3 Holding Limited, Bitfury Group Limited and Bitfury Top HoldCo B.V. disclaim beneficial ownership except to the extent of their respective pecuniary interests.

Insider Trade Summary

Other: 3,680,000 shares

Other 2 txns

Insider V3 Holding Ltd, Bitfury Top HoldCo B.V., Vavilovs Valerijs, Bitfury Group Ltd

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Forward sale contract (obligation to sell) F1, F2, F3, F4, F5	1,840,000	$0.00	$0.00
Other	Common Stock F1, F2, F3, F4, F5	1,840,000	--	--

Holdings After Transaction: Forward sale contract (obligation to sell) — 1,840,000 contracts (Indirect, See Footnotes); Common Stock — 51,026,694 shares (Indirect, See footnotes)

Holdings Before and After: Forward sale contract (obligation to sell), 3,680,000 to 1,840,000 contracts (Indirect, See Footnotes); Common Stock, 52,866,694 to 51,026,694 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. On November 2, 2026, Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") settled the second of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 14, 2025 with an unaffiliated third-party dealer (the "Dealer")). The Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 1,840,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (October 2, 2026, October 30, 2026 and December 7, 2026), for an aggregate amount of up to 5,520,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $94.6 million as of the date of entering into the Forward Contract. Bitfury Top HoldCo pledged 5,520,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued]
2. F2. [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the three maturity dates is to be determined as follows: (a) if the volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.4439 (the "Floor Price"), the reporting person will deliver to the Dealer 1,840,000 shares; (b) if the Settlement Price is between the Floor Price and $37.5268 (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 $39.5 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 1,840,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $29.6 million. [Continued]
3. F3. [Cont.] Bitfury Top HoldCo retained economic and voting rights in the Pledged Shares during the term of the pledge. On October 30, 2026, the Settlement Price was $7.34. Accordingly, Bitfury Top HoldCo transferred to the Dealer 1,840,000 shares.
4. F4. Bitfury Top HoldCo is the direct holder of 23,763,382 shares of Common Stock. V3 Holding Limited ("V3") is the direct holder of 27,263,312 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]
5. F5. [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 and BGL disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

Key Figures

Shares disposed: 1,840,000 shares Indirect common-stock position following transaction: 51,026,694 shares Settlement Price: $7.34 +4 more

7 metrics

Shares disposed 1,840,000 shares November 2, 2026

Indirect common-stock position following transaction 51,026,694 shares Reported after the transaction

Settlement Price $7.34 October 30, 2026

Aggregate contract delivery obligation Up to 5,520,000 shares Up to 1,840,000 shares in each of three tranches

Cash payment received $94.6 million When the contract was entered into on November 14, 2025

Floor Price $21.4439 Contract share-delivery calculation

Cap Price $37.5268 Contract share-delivery calculation

Key Terms

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

5 terms

variable prepaid forward sale contract financial

"the second of three tranches of a variable prepaid forward sale contract"

Settlement Price financial

"the Settlement Price was $7.34"

Floor Price financial

"less than or equal to $21.4439 (the “Floor Price”)"

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

"greater than $37.5268 (the “Cap Price”)"

Pledged Shares financial

"5,520,000 shares of Common Stock (the “Pledged Shares”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CIFR shares did Bitfury Top HoldCo transfer?

Bitfury Top HoldCo B.V. transferred 1,840,000 common shares on November 2, 2026, in the second of three contract tranches. The footnote states that the settlement price measured on October 30, 2026 was $7.34.

How does the CIFR forward contract determine the shares delivered?

If the Settlement Price is at or below the $21.4439 Floor Price, Bitfury Top HoldCo delivers 1,840,000 shares. Between the Floor Price and the $37.5268 Cap Price, it delivers shares worth $39.5 million. Above the Cap Price, delivery is 1,840,000 shares minus shares worth $29.6 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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. [ CIPH ]

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)
11/02/2026

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	11/02/2026		J/K(1)(2)(3)		1,840,000(1)(2)(3)	D	(1)(2)(3)	51,026,694	I	See footnotes(4)(5)

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)	11/02/2026		J/K(1)(2)(3)			1,840,000	(1)(2)(3)	(1)(2)(3)	Common Stock	1,840,000	$0	1,840,000	I	See Footnotes(4)(5)

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^*

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 November 2, 2026, Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") settled the second of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 14, 2025 with an unaffiliated third-party dealer (the "Dealer")). The Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 1,840,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (October 2, 2026, October 30, 2026 and December 7, 2026), for an aggregate amount of up to 5,520,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $94.6 million as of the date of entering into the Forward Contract. Bitfury Top HoldCo pledged 5,520,000 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 three maturity dates is to be determined as follows: (a) if the volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.4439 (the "Floor Price"), the reporting person will deliver to the Dealer 1,840,000 shares; (b) if the Settlement Price is between the Floor Price and $37.5268 (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 $39.5 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 1,840,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $29.6 million. [Continued]

3. [Cont.] Bitfury Top HoldCo retained economic and voting rights in the Pledged Shares during the term of the pledge. On October 30, 2026, the Settlement Price was $7.34. Accordingly, Bitfury Top HoldCo transferred to the Dealer 1,840,000 shares.

4. Bitfury Top HoldCo is the direct holder of 23,763,382 shares of Common Stock. V3 Holding Limited ("V3") is the direct holder of 27,263,312 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]

5. [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 and BGL 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	11/04/2026
	Stijn Ehren, Director of Bitfury Group Limited, By: /s/ Stijn Ehren	11/04/2026
	Stijn Ehren, Director of V3 Holding Limited, By: /s/ Stijn Ehren	11/04/2026
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	11/04/2026
	** 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)