[Form 4] Cipher Mining Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cipher Mining Inc. (CIFR) major shareholder Bitfury Top HoldCo B.V. entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 5,520,000 shares of common stock. Bitfury Top HoldCo received a cash payment of $94.6 million at inception and pledged 5,520,000 shares as collateral for its delivery obligations.

The contract settles in three tranches of up to 1,840,000 shares each after maturity dates on October 2, 2026, October 30, 2026 and December 7, 2026. Settlement depends on Cipher Mining’s share price relative to a floor price of $21.4439 and a cap price of $37.5268, with different formulas determining how many shares are ultimately delivered. Bitfury Top HoldCo retains economic and voting rights in the pledged shares unless an event of default occurs.

The filing also notes an ownership chain in which Bitfury Group Limited, V3 Holding Limited and individual investor Valerijs Vavilovs may be deemed to share beneficial ownership of the securities held by Bitfury Top HoldCo, while each party disclaims beneficial ownership beyond its economic interest.

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

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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)
11/14/2025

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)	11/14/2025		J(1)(2)(3)		5,520,000		(1)(2)(3)	(1)(2)(3)	Common Stock	5,520,000	(1)(2)(3)	5,520,000	I	See Footnote(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 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 14, 2025, Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") entered into a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 5,520,000 shares of Common Stock. 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 in connection with the entry into the Forward Contract. The reporting person 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 closing 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 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. Bitfury Group Limited ("BGL") is the sole owner of Bitfury Top HoldCo, and V3 Holding Limited ("V3") is the majority owner of BGL. Valerijs Vavilovs is the sole owner of V3. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the securities 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	11/18/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	11/18/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	11/18/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	11/18/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	11/18/2025
	** 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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FAQ

What insider transaction did Cipher Mining Inc. (CIFR) disclose in this Form 4?

The filing reports that major shareholder Bitfury Top HoldCo B.V. entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 5,520,000 shares of Cipher Mining common stock.

How much cash did Bitfury Top HoldCo receive under the forward sale on CIFR shares?

In exchange for its obligation to deliver up to 5,520,000 shares under the forward contract, Bitfury Top HoldCo received $94.6 million in cash at the time it entered into the agreement.

When will the forward sale contract on Cipher Mining shares mature and settle?

The contract is structured to settle in three tranches, each within one business day after maturity dates on October 2, 2026, October 30, 2026 and December 7, 2026, with up to 1,840,000 shares potentially delivered on each date.

How do the floor and cap prices affect share delivery under the CIFR forward contract?

If the settlement price is at or below the floor price of $21.4439, Bitfury Top HoldCo delivers 1,840,000 shares per tranche. Between the floor and the cap price of $37.5268, it delivers shares equal in value to $39.5 million per tranche. Above the cap, it delivers 1,840,000 shares minus shares valued at $29.6 million per tranche.

What rights does Bitfury Top HoldCo retain in the pledged Cipher Mining shares?

Bitfury Top HoldCo has pledged 5,520,000 shares of Cipher Mining common stock as collateral but will retain economic and voting rights in these pledged shares during the term of the pledge, as long as no event of default or similar event occurs under the forward contract or related pledge agreement.

Who ultimately may be deemed to beneficially own the CIFR shares involved in this transaction?

The filing explains that Bitfury Group Limited is the sole owner of Bitfury Top HoldCo, V3 Holding Limited is the majority owner of Bitfury Group Limited, and Valerijs Vavilovs is the sole owner of V3. As a result, these parties may be deemed to share beneficial ownership of the securities held by Bitfury Top HoldCo, while each disclaims beneficial ownership beyond its pecuniary interest.