Cipher Digital: Bitfury reports 5.2% shared stake

Reported beneficial ownership ranged from 5.2% to 11.2%, measured against 456,365,113 shares outstanding as of October 30, 2026.

Available on EDGAR 11/04/2026 - 04:35 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:35 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cipher Digital Inc. (CIFR) ownership amendment reports second-tranche settlements of two forward contracts: V3 Holding Ltd. transferred 1,805,000 shares on October 26, 2026, and Bitfury Top HoldCo B.V. transferred 1,840,000 shares on November 2, 2026. The respective Settlement Prices were $8.11 on October 23, 2026, and $7.34 on October 30, 2026.

As of November 4, 2026, Bitfury Top HoldCo B.V. and Bitfury Group Ltd. each reported shared beneficial ownership of 23,763,382 shares, or 5.2%. V3 Holding Ltd. and Valerijs Vavilovs each reported 51,026,694 shares, or 11.2%; V3 directly held 27,263,312 shares. The reported percentages are based on 456,365,113 CIFR shares outstanding as of October 30, 2026.

Filing Explained

Neither forward contract is reported as complete: each has a third tranche beyond the second settlement disclosed here.

The amendment reports second-tranche settlements under each of two November 2025 forward contracts, leaving each short of full three-tranche completion; the reported transfers move existing shares from holders to the dealer rather than disclose new shares issued by Cipher Digital.

The repeated beneficial-ownership figures are overlapping attributions, not separate share blocks: Vavilovs owns V3, V3 is the majority owner of BGL, and BGL owns Bitfury Top HoldCo.

Key Figures

Shares transferred by V3 Holding Ltd.: 1,805,000 shares Settlement Price: $8.11 Shares transferred by Bitfury Top HoldCo B.V.: 1,840,000 shares +5 more

8 metrics

Shares transferred by V3 Holding Ltd. 1,805,000 shares Second-tranche settlement on October 26, 2026

Settlement Price $8.11 October 23, 2026, for V3 Holding Ltd.'s second-tranche settlement

Shares transferred by Bitfury Top HoldCo B.V. 1,840,000 shares Second-tranche settlement on November 2, 2026

Settlement Price $7.34 October 30, 2026, for Bitfury Top HoldCo B.V.'s second-tranche settlement

Shared beneficial ownership 23,763,382 shares Bitfury Top HoldCo B.V. and Bitfury Group Ltd.; as of November 4, 2026

Reported ownership percentage 5.2% Bitfury Top HoldCo B.V. and Bitfury Group Ltd.; as of November 4, 2026

Shared beneficial ownership 51,026,694 shares V3 Holding Ltd. and Valerijs Vavilovs; as of November 4, 2026

Reported ownership percentage 11.2% V3 Holding Ltd. and Valerijs Vavilovs; as of November 4, 2026

Key Terms

Forward Contract, Settlement Price, beneficially owned, Shared Voting Power

4 terms

Forward Contract financial

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

Settlement Price financial

"the Settlement Price was $8.11"

beneficially owned financial

"aggregate number of shares ... beneficially owned"

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

"Shared Voting Power 23,763,382.00"

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.

FAQ

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

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

V3 Holding Ltd. transferred 1,805,000 shares on October 26, 2026, with a Settlement Price of $8.11 on October 23; Bitfury Top HoldCo B.V. transferred 1,840,000 shares on November 2, 2026, with a Settlement Price of $7.34 on October 30.

Who reported beneficial ownership of CIFR shares?

As of November 4, 2026, Bitfury Top HoldCo B.V. and Bitfury Group Ltd. each reported shared beneficial ownership of 23,763,382 shares (5.2%); V3 Holding Ltd. and Valerijs Vavilovs each reported 51,026,694 shares (11.2%). The percentages use 456,365,113 shares outstanding as of October 30, 2026.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)

Cipher Digital Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

000000000

(CUSIP Number)

Stijn Ehren
Concertgebouwplein 15-H,
Amsterdam, P7, 1071 LL
31.6.2994.4888

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

11/02/2026

(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): 000000000

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 23,763,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,763,382.00

11

Aggregate amount beneficially owned by each reporting person

23,763,382.00

12

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

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 000000000

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 23,763,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,763,382.00

11

Aggregate amount beneficially owned by each reporting person

23,763,382.00

12

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

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 000000000

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 51,026,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,026,694.00

11

Aggregate amount beneficially owned by each reporting person

51,026,694.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 000000000

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 51,026,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,026,694.00

11

Aggregate amount beneficially owned by each reporting person

51,026,694.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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. 25 ("Amendment No. 25") 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, Amendment No. 23 to Schedule 13D filed with the SEC by the Reporting Persons on June 4, 2026 and Amendment No. 24 to Schedule 13D filed with the SEC by the Reporting Persons on October 7, 2026 (the "Original Schedule 13D," and as amended by Amendment No. 25, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 25 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. 25 is incorporated by reference herein. Such information sets forth, as of November 4, 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 456,365,113 shares of Common Stock outstanding as of October 30, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 2, 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. 25 is incorporated by reference herein. Bitfury Top HoldCo is the direct holder of 23,763,382 shares of Common Stock. V3 is the direct holder of 27,263,312 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 BGL 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 Second Tranche of November 2025 V3 Forward Contract On October 26, 2026, V3 settled the second 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 October 23, 2026, the Settlement Price was $8.11, and accordingly, V3 transferred to the Dealer 1,805,000 shares. Settlement of Second Tranche of November 2025 Bitfury Top HoldCo Forward Contract On November 2, 2026, Bitfury Top HoldCo settled the second 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 30, 2026, the Settlement Price was $7.34, 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 November 4, 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:	Director
Date:	11/04/2026

Bitfury Group Ltd.

Signature:	/s/ Stijn Ehren
Name/Title:	Director
Date:	11/04/2026

V3 Holding Ltd.

Signature:	/s/ Stijn Ehren
Name/Title:	Director
Date:	11/04/2026

Vavilovs Valerijs

Signature:	/s/ Vavilovs Valerijs
Name/Title:	Valerijs Vavilovs
Date:	11/04/2026