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  4. [Form 4] Cipher Mining Inc. Insider Trading Activity

CIFR: Bitfury affiliates report multi-day stock sales, holdings 61.3M

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Cipher Mining (CIFR): Affiliates of Bitfury and related reporting persons disclosed open market sales of Common Stock on 10/14–10/16/2025. Reported tranches include 1,307,887 shares at a weighted average price of $20.63, 524,429 shares at $21.16, 513,259 shares at $20.42, and 1,490,098 shares at $21.20, among others, executed across price ranges detailed in the footnotes.

Following these transactions, the reporting persons show 61,316,694 shares beneficially owned on an indirect basis, as described in footnotes (8)–(9) regarding Bitfury Holding B.V., Bitfury Top HoldCo B.V., V3 Holding Limited, Bitfury Group Limited, and Valerijs Vavilovs, with disclaimers of beneficial ownership beyond pecuniary interests.

Positive

  • None.

Negative

  • None.

Insights

Large insider group sold 4.54M shares; remains a major holder with 61.3M shares. Signals supply overhang risk.

The reporting group tied to **Bitfury** and **Valerijs Vavilovs** disclosed open-market sales totaling 4,535,843 shares of **Cipher Mining Inc. (CIFR)** between October 14–16, 2025. Sales executed across multiple trades had weighted average prices near $20–$21. After these transactions, the group reports indirect beneficial ownership of 61,316,694 shares via entities including **V3**, **Bitfury Group Limited**, **Bitfury Top HoldCo B.V.**, and **Bitfury Holding B.V.**

What it means: a director and >10% holder reduced exposure but still retains a very large position. These are secondary-market sales, not an issuance, so there is no direct company cash impact. Still, sizable insider supply can weigh on liquidity dynamics. Footnotes clarify complex ownership chains and standard beneficial ownership disclaimers, which focus on legal attribution rather than economics.

Watch for additional Form 4s indicating further disposals, any future use of Rule 10b5-1 plans, and changes in the reported 61,316,694-share balance in filings after October 16, 2025. Track sales pricing bands around $20–$21 and whether selling persists over subsequent days and weeks.

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
Sold 4,535,843 shs ($94.63M)
Type Security Shares Price Value
Sale Common Stock 516,058 $20.29 $10.47M
Sale Common Stock 19,785 $21.12 $418K
Sale Common Stock 513,259 $20.42 $10.48M
Sale Common Stock 1,490,098 $21.20 $31.59M
Sale Common Stock 164,327 $21.83 $3.59M
Sale Common Stock 1,307,887 $20.63 $26.98M
Sale Common Stock 524,429 $21.16 $11.10M
Holdings After Transaction: Common Stock — 61,336,479 shares (Indirect, See Footnote)
Footnotes (1)
  1. The price reported in Column 4 represents a weighted average sales price of $20.6322. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.995, 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. The price reported in Column 4 represents a weighted average sales price of $21.1605. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.48, inclusive. The price reported in Column 4 represents a weighted average sales price of $20.4197. These shares were sold in multiple transactions at prices ranging from $19.76 to $20.7573, inclusive. The price reported in Column 4 represents a weighted average sales price of $21.1994. These shares were sold in multiple transactions at prices ranging from $20.76 to $21.7598, inclusive. The price reported in Column 4 represents a weighted average sales price of $21.8261. These shares were sold in multiple transactions at prices ranging from $21.76 to $21.99, inclusive. The price reported in Column 4 represents a weighted average sales price of $20.2901. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.99, inclusive. The price reported in Column 4 represents a weighted average sales price of $21.1167. These shares were sold in multiple transactions at prices ranging from $21.02 to $21.14, inclusive. 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 30,873,312 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] [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.
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)
10/14/2025
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
Common Stock 10/14/2025 S 1,307,887 D $20.63(1) 64,544,650 I See Footnote(8)(9)
Common Stock 10/14/2025 S 524,429 D $21.16(2) 64,020,221 I See Footnote(8)(9)
Common Stock 10/15/2025 S 513,259 D $20.42(3) 63,506,962 I See Footnote(8)(9)
Common Stock 10/15/2025 S 1,490,098 D $21.2(4) 62,016,864 I See Footnote(8)(9)
Common Stock 10/15/2025 S 164,327 D $21.83(5) 61,852,537 I See Footnote(8)(9)
Common Stock 10/16/2025 S 516,058 D $20.29(6) 61,336,479 I See Footnote(8)(9)
Common Stock 10/16/2025 S 19,785 D $21.12(7) 61,316,694 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 $20.6322. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.995, 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 $21.1605. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.48, inclusive.
3. The price reported in Column 4 represents a weighted average sales price of $20.4197. These shares were sold in multiple transactions at prices ranging from $19.76 to $20.7573, inclusive.
4. The price reported in Column 4 represents a weighted average sales price of $21.1994. These shares were sold in multiple transactions at prices ranging from $20.76 to $21.7598, inclusive.
5. The price reported in Column 4 represents a weighted average sales price of $21.8261. These shares were sold in multiple transactions at prices ranging from $21.76 to $21.99, inclusive.
6. The price reported in Column 4 represents a weighted average sales price of $20.2901. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.99, inclusive.
7. The price reported in Column 4 represents a weighted average sales price of $21.1167. These shares were sold in multiple transactions at prices ranging from $21.02 to $21.14, 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 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 30,873,312 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 10/16/2025
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 10/16/2025
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 10/16/2025
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 10/16/2025
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 10/16/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did CIFR disclose on Form 4?

Affiliates of Bitfury and related reporting persons reported open market sales of Cipher Mining Common Stock on 10/14–10/16/2025.

What were example sale amounts and prices for CIFR shares?

Examples include 1,307,887 shares at a weighted average $20.63 and 1,490,098 shares at $21.20, with detailed price ranges in the footnotes.

How many shares were beneficially owned after the reported CIFR trades?

The filing shows 61,316,694 shares beneficially owned indirectly following the transactions.

Who are the CIFR reporting persons connected to these transactions?

Entities include Bitfury Holding B.V., Bitfury Top HoldCo B.V., V3 Holding Limited, and individuals connected via ownership structures noted in footnotes (8)–(9).

Were the CIFR share sales single-price trades?

No. Each tranche reflects a weighted average price across multiple trades within specified price ranges.

Do the reporting persons claim full ownership of all CIFR shares listed?

No. The filing states disclaimers of beneficial ownership beyond their respective pecuniary interests.