Cipher Digital: Bitfury holds 6.2% after share transfer

The reported CIFR ownership percentages use 415,030,722 shares outstanding as of August 3, 2026.

Rhea-AI Filing Summary

Cipher Digital Inc. (CIFR) reported two forward-contract settlements: V3 Holding Ltd transferred 1,805,000 shares to the dealer on September 28, 2026, after a September 25 settlement price of $17.83; Bitfury Top HoldCo B.V. transferred 1,840,000 shares on October 5, 2026, after an October 2 settlement price of $15.87. Each settlement was the first of three tranches under its respective contract.

As of October 7, 2026, Bitfury Top HoldCo beneficially owned 25,603,382 shares, or 6.2%, while V3 Holding Ltd and reporting person Vavilovs Valerjis each reported beneficial ownership of 54,671,694 shares, or 13.2%. V3 directly held 29,068,312 shares. The reported beneficial ownership totals reflect the disclosed ownership relationships; the percentages are based on 415,030,722 shares outstanding as of August 3, 2026.

Key Figures

Shares transferred: 1,805,000 shares Settlement price: $17.83 Shares transferred: 1,840,000 shares +4 more

7 metrics

Shares transferred 1,805,000 shares V3 Holding Ltd settlement on September 28, 2026

Settlement price $17.83 V3 Holding Ltd forward contract; September 25, 2026

Shares transferred 1,840,000 shares Bitfury Top HoldCo B.V. settlement on October 5, 2026

Settlement price $15.87 Bitfury Top HoldCo B.V. forward contract; October 2, 2026

Beneficial ownership 25,603,382 shares; 6.2% Bitfury Top HoldCo B.V., as of October 7, 2026

Beneficial ownership 54,671,694 shares; 13.2% V3 Holding Ltd and Vavilovs Valerjis, each, as of October 7, 2026

Shares outstanding 415,030,722 shares As of August 3, 2026

Key Terms

Forward Contract, tranche, Settlement Price, beneficial ownership

4 terms

Forward Contract financial

"settled the first of three tranches of the Forward Contract"

tranche financial

"the first of three tranches"

A tranche is one slice of a larger financing or investment that is released, sold, or paid out in separate parts rather than all at once. Investors care because each slice can carry different risk, return and timing—like buying pieces of a cake where some slices are richer or come later—so the specific tranche you hold affects when you get paid and how much you might gain or lose.

Settlement Price financial

"the Settlement Price was $17.83"

beneficial ownership financial

"aggregate number of shares ... beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CIFR shares were transferred in the forward-contract settlements?

V3 Holding Ltd transferred 1,805,000 shares on September 28, 2026, and Bitfury Top HoldCo B.V. transferred 1,840,000 shares on October 5, 2026. Each was the first of three tranches under its respective forward contract. The settlement prices were $17.83 and $15.87, respectively.

How many CIFR shares did V3 Holding Ltd and Bitfury Top HoldCo beneficially own?

As of October 7, 2026, V3 Holding Ltd and reporting person Vavilovs Valerjis each reported beneficial ownership of 54,671,694 shares, or 13.2%; Bitfury Top HoldCo B.V. reported 25,603,382 shares, or 6.2%. V3 directly held 29,068,312 shares. The percentages were calculated using 415,030,722 shares outstanding as of August 3, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/07/2026 - 04:18 PM Accepted by SEC EDGAR 10/07/2026 - 04:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

Cipher Digital Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

17253J106

(CUSIP Number)

Stijn Ehren
Strawinskylaan 3051,
Amsterdam, P7, 1077ZX
31 6 29 94 48 88

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

Bitfury Top HoldCo B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,603,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,603,382.00

11

Aggregate amount beneficially owned by each reporting person

25,603,382.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

Bitfury Group Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,603,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,603,382.00

11

Aggregate amount beneficially owned by each reporting person

25,603,382.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

V3 Holding Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,671,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,671,694.00

11

Aggregate amount beneficially owned by each reporting person

54,671,694.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

Vavilovs Valerjis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,671,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,671,694.00

11

Aggregate amount beneficially owned by each reporting person

54,671,694.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Cipher Digital Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 Vanderbilt Avenue, Floor 54, New York, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 24 ("Amendment No. 24") to Schedule 13D relates to shares of common stock, par value $0.001 per share (the "Common Stock"), of Cipher Digital Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on September 23, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Persons on January 24, 2024, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, Amendment No. 6 to Schedule 13D filed with the SEC by the Reporting Persons on June 13, 2024, Amendment No. 7 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2024, Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024, Amendment No. 9 to Schedule 13D filed with the SEC by the Reporting Persons on September 10, 2024, Amendment No. 10 to Schedule 13D filed with the SEC by the Reporting Persons on November 12, 2024, Amendment No. 11 to Schedule 13D filed with the SEC by the Reporting Persons on July 10, 2025, Amendment No. 12 to Schedule 13D filed with the SEC by the Reporting Persons on July 22, 2025, Amendment No. 13 to Schedule 13D filed with the SEC by the Reporting Persons on August 11, 2025, Amendment No. 14 to Schedule 13D filed with the SEC by the Reporting Persons on September 8, 2025, Amendment No. 15 to Schedule 13D filed with the SEC by the Reporting Persons on September 17, 2025, Amendment No. 16 to Schedule 13D filed with the SEC by the Reporting Persons on September 25, 2025, Amendment No. 17 to Schedule 13D filed with the SEC by the Reporting Persons on October 2, 2025, Amendment No. 18 to Schedule 13D filed with the SEC by the Reporting Persons on October 16, 2025, Amendment No. 19 to Schedule 13D filed with the SEC by the Reporting Persons on November 5, 2025, Amendment No. 20 to Schedule 13D filed with the SEC by the Reporting Persons on November 18, 2025, Amendment No. 21 to Schedule 13D filed with the SEC by the Reporting Persons on May 13, 2026, Amendment No. 22 to Schedule 13D filed with the SEC by the Reporting Persons on May 18, 2026 and Amendment No. 23 to Schedule 13D filed with the SEC by the Reporting Persons on June 4, 2026 (the "Original Schedule 13D," and as amended by Amendment No. 24, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 24 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 11 and 13 of each of the cover pages of this Amendment No. 24 is incorporated by reference herein. Such information sets forth, as of October 7, 2026, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the Reporting Persons, based on 415,030,722 shares of Common Stock outstanding as of August 3, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 7 through 10 of each of the cover pages of this Amendment No. 24 is incorporated by reference herein. Bitfury Top HoldCo is the record holder of 25,603,382 shares of Common Stock. V3 is the direct holder of 29,068,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing, relationships, each of Mr. Vavilovs, V3 and GL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs is deemed to share beneficial ownership of the Common Stock beneficially owned by V3.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following: Settlement of First Tranche of November 2025 V3 Forward Contract On September 28, 2026, V3 settled the first of three tranches of the Forward Contract that was entered into on November 3, 2025 with an unaffiliated third-party dealer (the "Dealer"), and was described in Amendment No. 19 to Schedule 13D filed by the Reporting Persons on November 5, 2025. On September 25, 2026, the Settlement Price was $17.83, and accordingly, V3 transferred to the Dealer 1,805,000 shares. Settlement of First Tranche of November 2025 Bitfury Top HoldCo Forward Contract On October 5, 2026, Bitfury Top HoldCo settled the first of three tranches of the Bitfury Top HoldCo Forward Contract that was entered into on November 14, 2025 with the Dealer, and was described in Amendment No. 20 to Schedule 13D filed by the Reporting Persons on November 18, 2025. On October 2, 2026, the Settlement Price was $15.87, and accordingly, Bitfury Top HoldCo transferred to the Dealer 1,840,000 shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Item 5(c) is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 1: Joint Filing Agreement, dated as of October 7, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bitfury Top HoldCo B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Director
Date:	10/07/2026

Bitfury Group Ltd.

Signature:	s/ Stijn Ehren
Name/Title:	Stijn Ehren, Director
Date:	10/07/2026

V3 Holding Ltd

Signature:	s/ Stijn Ehren
Name/Title:	Stijn Ehren, Director
Date:	10/07/2026

Vavilovs Valerjis

Signature:	/s/ Vavilovs Valerjis
Name/Title:	Vavilovs Valerjis
Date:	10/07/2026