Cipher Digital owner V3 transfers 1.81M shares

The contract used a $21.4881 floor and a $32.2322 cap to determine deliveries, while V3 retained voting and economic rights in pledged shares during its term.

Rhea-AI Filing Summary

V3 Holding Ltd reported disposition transactions in this Form 4 filing. Cipher Digital Inc. (CIFR) reported that 10% owner V3 Holding Limited transferred 1,805,000 common shares to an unaffiliated dealer on October 26, 2026, settling the second tranche of a variable prepaid forward sale contract. The reported common-stock position following the transaction was 52,866,694 shares. The other reporting persons—Bitfury Top HoldCo B.V., Valerijs Vavilovs and Bitfury Group Ltd.—are also identified as 10% owners.

V3 entered into the contract on November 3, 2025, received $100.0 million and pledged 5,415,000 shares. The contract provides for delivery of up to 1,805,000 shares in each of three tranches, for an aggregate of up to 5,415,000 shares. The October 23, 2026 Settlement Price was $8.11, below the $21.4881 Floor Price; V3 accordingly transferred 1,805,000 shares. V3 retained voting and economic rights in the pledged shares during the contract term.

Insider Trade Summary

Other: 3,610,000 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	1,805,000	$0.00	$0.00
Other	Common Stock F1, F2, F3	1,805,000	--	--

Holdings After Transaction: Forward sale contract (obligation to sell) — 1,805,000 contracts (Direct); Common Stock — 52,866,694 shares (Direct)

Footnotes (3)

1. F1. On October 26, 2026, V3 Holding Limited ("V3") settled the second of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 3, 2025 with an unaffiliated third-party dealer (the "Dealer"). The Forward Contract obligates V3 to deliver to the Dealer up to 1,805,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (September 25, 2026, October 23, 2026 and November 30, 2026), for an aggregate amount of up to 5,415,000 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million as of the date of entering into the Forward Contract. V3 pledged 5,415,000 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 are 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 $21.4881 (the "Floor Price"), the reporting person will deliver to the Dealer 1,805,000 shares; (b) if the Settlement Price is between the Floor Price and $32.2322 (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 $38.8 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 1,805,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $19.4 million. [Continued]
3. F3. [Cont.] V3 retained economic and voting rights in the Pledged Shares during the term of the pledge. On October 23, 2026, the Settlement Price was $8.11. Accordingly, V3 transferred to the Dealer 1,805,000 shares.

Key Figures

Shares transferred: 1,805,000 shares Common shares following transaction: 52,866,694 shares Cash payment at contract entry: $100.0 million +4 more

7 metrics

Shares transferred 1,805,000 shares Second tranche transferred October 26, 2026

Common shares following transaction 52,866,694 shares Reported after the October 26, 2026 transaction

Cash payment at contract entry $100.0 million Received by V3 on November 3, 2025

Maximum aggregate shares Up to 5,415,000 shares Across three tranches

Settlement Price $8.11 October 23, 2026

Floor Price $21.4881 Threshold in the contract's delivery formula

Cap Price $32.2322 Threshold in the contract's delivery formula

Key Terms

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

5 terms

variable prepaid forward sale contract financial

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

Settlement Price financial

"the volume-weighted average price of Common Stock"

Floor Price financial

"less than or equal to $21.4881 (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

"between the Floor Price and $32.2322 (the "Cap Price")"

Pledged Shares financial

"pledged 5,415,000 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 V3 Holding Limited transfer?

V3 Holding Limited transferred 1,805,000 common shares to an unaffiliated dealer on October 26, 2026, settling the second tranche of its variable prepaid forward sale contract. The reported common-stock position following the transaction was 52,866,694 shares.

How did the CIFR forward contract determine the number of shares delivered?

If the Settlement Price was at or below the $21.4881 Floor Price, V3 was to deliver 1,805,000 shares. Between the floor and the $32.2322 Cap Price, delivery was based on shares valued at $38.8 million. Above the cap, delivery was 1,805,000 shares minus shares valued at $19.4 million.

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

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Available on EDGAR 10/27/2026 - 04:27 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:26 PM EDT Learn about SEC filing dates

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, 1024

(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)
10/26/2026

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	10/26/2026		J/K(1)(2)(3)		1,805,000	D	(1)(2)(3)	52,866,694	D

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)	10/26/2026		J/K(1)(2)(3)			1,805,000	(1)(2)(3)	(1)(2)(3)	Common Stock	1,805,000	$0	1,805,000	D

1. Name and Address of Reporting Person^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL

103 S CHURCH ST, 1024

(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 October 26, 2026, V3 Holding Limited ("V3") settled the second of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 3, 2025 with an unaffiliated third-party dealer (the "Dealer"). The Forward Contract obligates V3 to deliver to the Dealer up to 1,805,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (September 25, 2026, October 23, 2026 and November 30, 2026), for an aggregate amount of up to 5,415,000 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million as of the date of entering into the Forward Contract. V3 pledged 5,415,000 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 are 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 $21.4881 (the "Floor Price"), the reporting person will deliver to the Dealer 1,805,000 shares; (b) if the Settlement Price is between the Floor Price and $32.2322 (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 $38.8 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 1,805,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $19.4 million. [Continued]

3. [Cont.] V3 retained economic and voting rights in the Pledged Shares during the term of the pledge. On October 23, 2026, the Settlement Price was $8.11. Accordingly, V3 transferred to the Dealer 1,805,000 shares.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	10/27/2026
	Stijn Ehren, Director of Bitfury Group Limited, By: /s/ Stijn Ehren	10/27/2026
	Stijn Ehren, Director of V3 Holding Limited, By: /s/ Stijn Ehren	10/27/2026
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	10/27/2026
	** 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.
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* Form 4: SEC 1474 (03-26)