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Cipher Mining insider discloses $100M prepaid forward, 5.415M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cipher Mining (CIFR): Insider derivative transaction disclosed. An affiliated holder, V3 Holding Limited, entered into a variable prepaid forward sale contract on Common Stock covering up to 5,415,000 shares. V3 received $100.0 million at entry and pledged 5,415,000 shares to secure its obligations.

The contract settles in three tranches of up to 1,805,000 shares each after the maturity dates on September 25, 2026, October 23, 2026, and November 30, 2026. Delivery depends on the stock price: at or below a $21.4881 floor, V3 delivers 1,805,000 shares; between the floor and a $32.2322 cap, V3 delivers shares valued at $38.8 million; above the cap, V3 delivers 1,805,000 shares minus shares valued at $19.4 million.

V3 retains economic and voting rights in the pledged shares during the pledge term unless a default or similar event occurs. The filer is identified as a Director and 10% owner; the form was filed by more than one reporting person.

Positive

  • None.

Negative

  • None.

Insights

Prepaid forward by major holder; price-contingent share delivery.

V3 Holding Limited executed a variable prepaid forward on up to 5,415,000 CIFR shares, receiving $100.0 million upfront. Settlement occurs in three tranches tied to a $21.4881 floor and $32.2322 cap, with formulas defining delivered shares or value.

The pledge of 5,415,000 shares secures performance while V3 retains voting and economic rights absent default. This is a holder-level liquidity and hedging mechanism; cash flows accrue to V3, not the issuer.

Key dates are the maturity points on September 25, 2026, October 23, 2026, and November 30, 2026. Actual delivery depends on CIFR’s market price at each settlement; subsequent filings may detail any tranche outcomes.

Insider V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Vavilovs Valerijs, Bitfury Group Ltd
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Other Forward sale contract (obligation to sell) 5,415,000 $0.00 --
Holdings After Transaction: Forward sale contract (obligation to sell) — 5,415,000 shares (Direct)
Footnotes (1)
  1. On November 3, 2025, 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 5,415,000 shares of Common Stock. 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 in connection with the entry into the Forward Contract. The reporting person pledged 5,415,000 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 three 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 $21.4881 (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] [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).
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 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)
11/03/2025
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
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) 11/03/2025 J(1)(2)(3) 5,415,000 (1)(2)(3) (1)(2)(3) Common Stock 5,415,000 (1)(2)(3) 5,415,000 D
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. On November 3, 2025, 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 5,415,000 shares of Common Stock. 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 in connection with the entry into the Forward Contract. The reporting person 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 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 $21.4881 (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 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).
Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 11/05/2025
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 11/05/2025
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 11/05/2025
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 11/05/2025
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 11/05/2025
** 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What did CIFR insider V3 Holding Limited disclose?

V3 entered a variable prepaid forward sale contract covering up to 5,415,000 CIFR shares and received $100.0 million upfront.

How does the CIFR prepaid forward determine share delivery?

Delivery depends on price vs. a $21.4881 floor and $32.2322 cap, with mid-range delivery equal to $38.8 million in share value per tranche.

What are the maturity dates for the CIFR forward contract?

Tranches settle after September 25, 2026, October 23, 2026, and November 30, 2026.

How many CIFR shares are tied to each tranche?

Up to 1,805,000 shares may be delivered per tranche, subject to the pricing formulas.

Who receives the cash from this transaction?

V3 Holding Limited received $100.0 million upon entering the forward; the issuer is not listed as receiving proceeds.

Were CIFR shares pledged in connection with the contract?

Yes. 5,415,000 shares were pledged to secure V3’s obligations, with V3 retaining voting and economic rights absent default.

What is V3’s relationship to Cipher Mining (CIFR)?

The reporting person is a Director and 10% owner, with the form filed by more than one reporting person.