Form 4: Bitfury-related parties reduce CIFR stake by millions in late Sept

Rhea-AI Filing Summary

Cipher Mining Inc. (CIFR) insiders disclosed multiple open-market sales of common stock on September 23-25, 2025. The reporting group, including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported disposals across several transactions at weighted average prices ranging from $11.8674 to $15.1149 per share. After the reported sales, the aggregate beneficial ownership reported for the related parties decreased from 75,843,159 shares to 71,437,719 shares. The filing states that one entity directly holds 35,409,155 shares and Bitfury Top HoldCo is the record holder of 31,207,004 shares, while Bitfury Holding B.V. holds 4,821,560 shares, and explains their ownership relationships and disclaimers. The reporting parties offer to provide detailed per-transaction price breakdowns on request.

Positive

• Timely and detailed disclosure of multiple transactions by related reporting persons, including weighted average prices and post-transaction holdings
• Ownership structure and relationships among V3, Bitfury Top HoldCo, Bitfury Holding and Bitfury Group are clearly explained in footnotes
• Offer to provide transaction-level pricing details on request enhances transparency for investors and regulators

Negative

• Substantial coordinated sales over Sept 23-25, 2025 reduced reported beneficial ownership from 75,843,159 to 71,437,719 shares
• Large disposition volume occurred at varying prices (weighted averages between $11.8674 and $15.1149), which could pressure share liquidity in the short term
• Concentration of ownership changes among affiliated entities may raise questions about strategic intent, though the filing contains no explanatory commentary beyond transactional details

Insights

Financial Analyst

TL;DR: Significant coordinated insider sales reduced related-party ownership by over 4.4 million shares across Sept 23-25, 2025.

The Form 4 shows concentrated dispositions by affiliated entities and an individual across three days, with weighted average sale prices reported between $11.8674 and $15.1149. The filing documents the ownership chain among V3, Bitfury Top HoldCo, Bitfury Holding and Bitfury Group, and discloses post-transaction beneficial ownership of 71,437,719 shares. For market impact assessment, these sales represent a meaningful reduction in the related parties' reported stake within a short window, and the availability of transaction-level price data on request supports transparency for analysts reconciling trade execution and volume.

Corporate Governance Expert

TL;DR: Disclosure is thorough regarding ownership links and aggregate sales; filing includes offered support for detailed trade data.

The Form 4 complies with Section 16 reporting by listing each disposition, weighted average prices, and the resulting beneficial ownership. The explanatory footnotes clearly map the control and record-holding structure among the reporting entities and the individual, and disclaimers limit deemed ownership to pecuniary interests. The offer to provide per-price trade counts on request is a constructive transparency measure. No amendments or omissions are signaled in the filing itself.

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
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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).

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 E9 KY1-1002

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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

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

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

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	09/23/2025		S		899,100	D	$14.01(1)	75,843,159	I	See Footnote(8)(9)
Common Stock	09/23/2025		S		900	D	$14.71(2)	75,842,259	I	See Footnote(8)(9)
Common Stock	09/24/2025		S		832,691	D	$14.35(3)	75,009,568	I	See Footnote(8)(9)
Common Stock	09/24/2025		S		67,309	D	$15.11(4)	74,942,259	I	See Footnote(8)(9)
Common Stock	09/25/2025		S		1,679,532	D	$11.87(5)	73,262,727	I	See Footnote(8)(9)
Common Stock	09/25/2025		S		1,777,894	D	$12.8(6)	71,484,833	I	See Footnote(8)(9)
Common Stock	09/25/2025		S		47,114	D	$13.52(7)	71,437,719	I	See Footnote(8)(9)

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 E9 KY1-1002

(City) (State) (Zip)

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 P7 1077 ZX

(City) (State) (Zip)

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 P7 1077 ZX

(City) (State) (Zip)

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 C0

(City) (State) (Zip)

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 X0 EC4R 3TT

(City) (State) (Zip)

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 $14.0095. These shares were sold in multiple transactions at prices ranging from $13.4613 to $14.61, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining 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 through 7 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $14.7067. These shares were sold in multiple transactions at prices ranging from $14.70 to $14.72, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $14.3513. These shares were sold in multiple transactions at prices ranging from $13.88 to $14.87, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $15.1149. These shares were sold in multiple transactions at prices ranging from $14.88 to $15.52, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $11.8674. These shares were sold in multiple transactions at prices ranging from $11.4337 to $12.4336, inclusive.

6. The price reported in Column 4 represents a weighted average sales price of $12.8019. These shares were sold in multiple transactions at prices ranging from $12.4337 to $13.4324, inclusive.

7. The price reported in Column 4 represents a weighted average sales price of $13.5152. These shares were sold in multiple transactions at prices ranging from $13.435 to $13.59, inclusive.

8. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 31,207,004 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 35,409,155 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]

9. [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	09/25/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/25/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/25/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/25/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/25/2025
	** 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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FAQ

What insider transactions did Cipher Mining (CIFR) report on Sept 23-25, 2025?

The Form 4 reports multiple sales of Common Stock by related parties on Sept 23-25, 2025, with weighted average prices reported between $11.8674 and $15.1149 per share.

How did these transactions change the related parties' beneficial ownership in CIFR?

Post-transactions, the combined reported beneficial ownership for the reporting group decreased to 71,437,719 shares from an earlier reported level of 75,843,159 shares.

Which entities and individuals filed the Form 4 for Cipher Mining?

The filing lists V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs as reporting persons.

Are the prices reported exact per-trade amounts?

The form reports weighted average prices for groups of transactions and states the reporting persons will provide per-trade counts and prices on request to Cipher Mining, any stockholder, or the SEC staff.

What were the largest reported single-day dispositions?

On Sept 25, 2025, several dispositions were reported including sales of 1,679,532 shares (weighted avg $11.8674) and 1,777,894 shares (weighted avg $12.8019).