Form 4: Bitfury-related group reduces CIFR stake by 5.6M shares

Rhea-AI Filing Summary

Cipher Mining Inc. insiders disclosed multiple sales of common stock in late September 2025, reducing aggregate indirect beneficial ownership. Reports show sales on 09/26/2025, 09/29/2025 and 09/30/2025 totaling 5,585,182 shares disposed across five transactions at weighted average prices between $11.5259 and $12.3871. After these reported sales, the largest disclosed indirect holdings declined from 70,038,451 shares to 65,852,537 shares for the reporting group. The filing identifies V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs as reporting persons and explains the ownership chain linking these entities.

Positive

• None.

Negative

• Large insider dispositions: aggregated 5,585,182 shares sold across 09/26/2025–09/30/2025.
• Reduction in disclosed indirect ownership: reported holdings declined from 70,038,451 to 65,852,537 shares for the reporting group.
• Clustered sale timing: multiple transactions across three consecutive dates may be interpreted as coordinated disposals within the affiliated reporting group.

Insights

Financial Analyst

TL;DR: Significant insider sales totaling 5.59M shares at ~$11.01–$12.76 per share; impact appears informational rather than immediately material.

The Form 4 discloses multiple dispositions on 09/26, 09/29 and 09/30/2025 aggregating 5,585,182 shares sold at weighted average prices reported between $11.5259 and $12.3871. The disclosure shows indirect beneficial ownership falling from 70,038,451 to 65,852,537 shares for the reporting group. From a capital-markets perspective, the filing provides clear transaction-level pricing ranges and quantifies remaining holdings, enabling investors to update ownership tables and free-float estimates. The filing contains explanatory footnotes describing the ownership chain but does not include proceeds, motives, or use of proceeds.

Corporate Governance Expert

TL;DR: Concentrated ownership group sold several million shares in a short window, raising governance and signaling considerations.

The report identifies a connected set of reporting persons (Vavilovs, V3, Bitfury Top HoldCo, Bitfury Holding B.V., Bitfury Group Ltd) that may be deemed to share beneficial ownership and shows coordinated disposals across three dates. The filing documents a reduction in indirect holdings from 70,038,451 to 65,852,537 shares. While the filing includes standard disclaimers of beneficial ownership and ownership-chain detail, the clustered timing and scale of the sales are governance-relevant facts for stakeholders assessing insider alignment and control dynamics. The form does not state any contractual or corporate actions explaining the sales.

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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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)
09/26/2025

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	09/26/2025		S		1,399,268	D	$11.53(1)	70,038,451	I	See Footnote(6)(7)
Common Stock	09/26/2025		S		185,914	D	$12.2(2)	69,852,537	I	See Footnote(6)(7)
Common Stock	09/29/2025		S		1,811,580	D	$12.03(3)	68,040,957	I	See Footnote(6)(7)
Common Stock	09/29/2025		S		188,420	D	$12.52(4)	67,852,537	I	See Footnote(6)(7)
Common Stock	09/30/2025		S		2,000,000	D	$12.39(5)	65,852,537	I	See Footnote(6)(7)

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 $11.5259. These shares were sold in multiple transactions at prices ranging from $11.0135 to $12.0134, 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 5 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $12.1997. These shares were sold in multiple transactions at prices ranging from $12.0146 to $12.35, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $12.0326. These shares were sold in multiple transactions at prices ranging from $11.405 to $12.4048, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $12.5200. These shares were sold in multiple transactions at prices ranging from $12.405 to $12.67, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $12.3871. These shares were sold in multiple transactions at prices ranging from $12.1405 to $12.76, inclusive.

6. 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 25,621,822 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]

7. [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	09/30/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/30/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/30/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/30/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/30/2025
	** 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 transactions were reported for Cipher Mining (CIFR)?

The Form 4 reports sales on 09/26/2025, 09/29/2025 and 09/30/2025 totaling 5,585,182 shares disposed by the reporting group.

How did the reporting group's beneficial ownership change after the sales?

Indirect beneficial ownership decreased from 70,038,451 shares to 65,852,537 shares as reported on the Form 4.

What were the reported prices for the sales on the Form 4?

Weighted average prices reported in footnotes range from $11.5259 to $12.3871, with transaction price ranges provided for each sale.

Who are the reporting persons named in the Form 4 for CIFR?

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

Does the Form 4 explain the ownership relationships among the reporting persons?

Yes. Footnotes disclose that Bitfury Top HoldCo is the record holder of 25,621,822 shares, Bitfury Holding B.V. holds 4,821,560 shares, V3 directly holds 35,409,155 shares, and describe the ownership chain and disclaimers of beneficial ownership.