Major Cipher Digital (CIFR) holders lock in large prepaid share forwards

Rhea-AI Filing Summary

Cipher Digital Inc.’s major shareholders have entered new derivative deals tied to their stakes. V3 Holding Ltd, which beneficially owns 61,316,694 shares representing 15% of the common stock, executed an additional variable prepaid forward sale contract covering up to 2,812,863 shares and received a cash payment of $50.0 million, pledging the same number of shares as collateral.

Bitfury Top HoldCo B.V., which beneficially owns 30,443,382 shares or 7.4% of the class, entered a separate variable prepaid forward sale contract covering up to 4,433,735 shares and received $81.2 million, pledging 4,433,735 shares. Both V3 and Bitfury Top HoldCo retain economic and voting rights in the pledged shares unless a default occurs.

Insights

Equity derivatives and ownership-structure analyst

Large Cipher Digital holders monetized part of their stakes via prepaid forward contracts while pledging shares as collateral.

Two key holders, V3 Holding Ltd and Bitfury Top HoldCo B.V., entered variable prepaid forward sale contracts on their Cipher Digital common stock. V3’s contract covers up to 2,812,863 shares for a cash payment of $50.0 million, while Bitfury Top HoldCo’s contract covers up to 4,433,735 shares for $81.2 million.

These contracts are structured with floor and cap prices—V3’s floor at $21.1613 and cap at $31.7420, Bitfury’s floor at $21.8071 and cap at $32.7107. The actual number of shares delivered in each of six future tranches depends on the stock price relative to these levels.

Both holders pledged the covered shares as collateral but retain economic and voting rights as long as no default occurs. From an ownership perspective, they remain significant shareholders, with reported beneficial ownership of 15% for V3 and 7.4% for Bitfury Top HoldCo, so future effects will hinge on settlement outcomes at the stated 2027 maturity dates.

Key Figures

V3 beneficial ownership: 61,316,694 shares (15%) Top HoldCo beneficial ownership: 30,443,382 shares (7.4%) V3 forward contract size: 2,812,863 shares +5 more

8 metrics

V3 beneficial ownership 61,316,694 shares (15%) Cipher Digital common stock beneficially owned by V3 Holding Ltd

Top HoldCo beneficial ownership 30,443,382 shares (7.4%) Cipher Digital common stock beneficially owned by Bitfury Top HoldCo B.V.

V3 forward contract size 2,812,863 shares Maximum Cipher Digital shares covered by Additional V3 Forward Contract

V3 cash received $50.0 million Payment to V3 on entry into Additional V3 Forward Contract

Top HoldCo forward contract size 4,433,735 shares Maximum Cipher Digital shares covered by Top HoldCo Forward Contract

Top HoldCo cash received $81.2 million Payment to Bitfury Top HoldCo on entry into its forward contract

V3 floor and cap $21.1613 floor, $31.7420 cap Price bounds used to determine V3’s share delivery per tranche

Top HoldCo floor and cap $21.8071 floor, $32.7107 cap Price bounds used to determine Top HoldCo’s share delivery per tranche

Key Terms

variable prepaid forward sale contract, Pledged Shares, beneficially owned, shared voting power, +2 more

6 terms

variable prepaid forward sale contract financial

"entered into an additional variable prepaid forward sale contract (the "Additional V3 Forward Contract")"

Pledged Shares financial

"V3 pledged 2,812,863 shares of Common Stock (the "Pledged Shares")"

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 61,316,694.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"8 | Shared Voting Power 61,316,694.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

floor price financial

"less than or equal to $21.1613 (the "Floor Price")"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

cap price financial

"between the Floor Price and $31.7420 (the "Cap Price")"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

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)

05/13/2026

(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 30,443,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,443,382.00

11

Aggregate amount beneficially owned by each reporting person

30,443,382.00

12

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

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

Bitfury Holding 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 4,821,560.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,821,560.00

11

Aggregate amount beneficially owned by each reporting person

4,821,560.00

12

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

13

Percent of class represented by amount in Row (11)

1.2 %

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 30,443,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,443,382.00

11

Aggregate amount beneficially owned by each reporting person

30,443,382.00

12

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

13

Percent of class represented by amount in Row (11)

7.4 %

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 61,316,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,316,694.00

11

Aggregate amount beneficially owned by each reporting person

61,316,694.00

12

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

13

Percent of class represented by amount in Row (11)

15 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 17253J106

1

Name of reporting person

Vavilovs Valerijs

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

LATVIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,316,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,316,694.00

11

Aggregate amount beneficially owned by each reporting person

61,316,694.00

12

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

13

Percent of class represented by amount in Row (11)

15 %

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. 22 ("Amendment No. 22") 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 and Amendment No. 21 to Schedule 13D filed with the SEC by the Reporting Persons on May 13, 2026 (the "Original Schedule 13D," and as amended by Amendment No. 22, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 22 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: This Amendment No. 22 is being filed for purposes of disclosing the Additional V3 Forward Contract and the Top HoldCo Forward Contract described in this Amendment No. 22. The information contained in Item 5(c) of this Amendment No. 22 with respect thereto is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following: Additional V3 Forward Contract On May 13, 2026, V3 entered into an additional variable prepaid forward sale contract (the "Additional V3 Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,812,863 shares of Common Stock. The Additional V3 Forward Contract obligates V3 to deliver to the Dealer up to 468,811 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Additional V3 Forward Contract (i.e. April 8, 2027, April 22, 2027, May 6, 2027, May 20, 2027, June 3, 2027 and June 17, 2027) for an aggregate amount of up to 2,812,863 shares. In exchange for assuming this obligation, V3 received a cash payment of $50.0 million in connection with the entry into the Additional V3 Forward Contract. V3 pledged 2,812,863 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Additional V3 Forward Contract. The number of shares of Common Stock to be delivered to the Dealer on each of the six 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 $21.1613 (the "Floor Price"), the reporting person will deliver to the Dealer 468,811 shares; (b) if the Settlement Price is between the Floor Price and $31.7420 (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 $9.9 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 468,811 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $4.9 million. 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 Additional V3 Forward Contract or the related pledge agreement). Top HoldCo Forward Contract In addition, on May 15, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Top HoldCo Forward Contract") with the Dealer covering a maximum of 4,433,735 shares of Common Stock. The Top HoldCo Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 738,956 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Top HoldCo Forward Contract (i.e. June 24, 2027, July 1, 2027, July 8, 2027, July 15, 2027,July 22, 2027 and July 29, 2027) for an aggregate amount of up to 4,433,735 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $81.2 million in connection with the entry into the Top HoldCo Forward Contract. Bitfury Top HoldCo pledged 4,433,735 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Top HoldCo Forward Contract. The number of shares of Common Stock to be delivered to the Dealer on each of the six 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 $21.8071 (the "Floor Price"), the reporting person will deliver to the Dealer 738,955 shares; (b) if the Settlement Price is between the Floor Price and $32.7107 (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 $21.8 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 738,955 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.9 million. 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 Top HoldCo Forward Contract or the related pledge agreement).
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 May 18, 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, Managing Director
Date:	05/18/2026

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	05/18/2026

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	05/18/2026

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	05/18/2026

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Vavilovs Valerijs
Date:	05/18/2026

FAQ

What did major Cipher Digital (CIFR) shareholders disclose in this Schedule 13D/A amendment?

Major Cipher Digital shareholders V3 Holding Ltd and Bitfury Top HoldCo B.V. disclosed new variable prepaid forward sale contracts on their common stock holdings. These arrangements monetize part of their positions while pledging millions of shares as collateral and keeping voting rights until any default.

How many Cipher Digital shares are covered by V3 Holding Ltd’s new forward contract?

V3 Holding Ltd’s additional variable prepaid forward contract covers a maximum of 2,812,863 Cipher Digital common shares. The contract settles in six tranches in 2027, with the exact number of shares delivered each time determined by the stock price relative to preset floor and cap levels.

How much cash did V3 Holding Ltd and Bitfury Top HoldCo receive from these Cipher Digital contracts?

V3 Holding Ltd received a cash payment of $50.0 million for its additional forward contract, while Bitfury Top HoldCo B.V. received $81.2 million for its separate contract. Both payments were made in exchange for future share deliveries under the pledged-share forward structures.

What are the floor and cap prices in the new Cipher Digital forward contracts?

V3’s forward contract uses a floor price of $21.1613 and a cap price of $31.7420 per Cipher Digital share. Bitfury Top HoldCo’s contract sets a $21.8071 floor and $32.7107 cap. Share delivery formulas at each maturity date reference these levels against the market price.

Do V3 Holding Ltd and Bitfury Top HoldCo keep voting rights on the pledged Cipher Digital shares?

Both V3 Holding Ltd and Bitfury Top HoldCo retain economic and voting rights in their pledged Cipher Digital shares during the pledge term. This continues as long as no event of default or similar event occurs under their respective forward contracts or related pledge agreements.

What ownership stakes do V3 Holding Ltd and Bitfury Top HoldCo report in Cipher Digital?

V3 Holding Ltd reports beneficial ownership of 61,316,694 Cipher Digital common shares, representing 15% of the class. Bitfury Top HoldCo B.V. reports beneficial ownership of 30,443,382 shares, representing 7.4% of the common stock, based on the percentages calculated in the filing.