Major Cipher Digital (CIFR) holder signs $100M variable prepaid forward on 5.7M shares

Rhea-AI Filing Summary

Cipher Digital Inc.’s major shareholders filed Amendment No. 21 to update their beneficial ownership and disclose a new derivative transaction. V3 Holding Ltd and Valerijs Vavilovs each report beneficial ownership of 61,316,694 shares of common stock, representing 15 % of the outstanding 409,049,197 shares as of May 4, 2026. Bitfury Top HoldCo B.V. and Bitfury Group Ltd each report 30,443,382 shares (7.4 %), and Bitfury Holding B.V. reports 4,821,560 shares (1.2 %).

On May 11, 2026, V3 entered into a variable prepaid forward sale contract covering up to 5,675,984 shares. V3 received $100.0 million upfront and pledged 5,675,984 shares as collateral. Shares will be delivered to the dealer in six tranches between April 1 and June 10, 2027, with the number of shares per tranche determined by the stock price relative to a floor of $21.4332 and a cap of $32.1498. V3 retains voting and economic rights in the pledged shares unless an event of default occurs.

Insights

Equity ownership and derivatives analyst

Large Cipher Digital holder monetizes stake via $100M forward while disclosing updated ownership.

The filing shows that entities affiliated with Valerijs Vavilovs and the Bitfury group collectively hold sizable positions in Cipher Digital, with individual stakes up to 15 %. This confirms continued significant ownership while clarifying which entities are record and beneficial holders.

The new V3 variable prepaid forward contract covers up to 5,675,984 shares, for which V3 received an upfront cash payment of $100.0 million. The contract’s share delivery is price-dependent, using a floor of $21.4332 and a cap of $32.1498, spreading potential deliveries across six maturity dates in 2027.

Because V3 retains voting and economic rights in the pledged shares unless a default occurs, the arrangement functions as a secured, price-contingent monetization rather than an immediate sale. Future outcomes will depend on Cipher Digital’s share price at each specified 2027 maturity date and on V3’s continued compliance with the forward and pledge terms.

Key Figures

Shares outstanding: 409,049,197 shares V3 and Vavilovs stake: 61,316,694 shares (15 %) Bitfury Top HoldCo and BGL stake: 30,443,382 shares (7.4 %) +5 more

8 metrics

Shares outstanding 409,049,197 shares Common stock outstanding as of May 4, 2026

V3 and Vavilovs stake 61,316,694 shares (15 %) Beneficial ownership of Cipher Digital common stock

Bitfury Top HoldCo and BGL stake 30,443,382 shares (7.4 %) Beneficial ownership by Bitfury Top HoldCo B.V. and Bitfury Group Ltd

Bitfury Holding stake 4,821,560 shares (1.2 %) Beneficial ownership by Bitfury Holding B.V.

Forward contract size 5,675,984 shares Maximum Cipher Digital shares covered by V3 Forward Contract

Upfront cash from forward $100.0 million Cash payment to V3 upon entering the variable prepaid forward

Floor Price $21.4332 Price below which 945,998 shares per tranche are delivered

Cap Price $32.1498 Price above which share delivery is reduced by $10.1 million value

Key Terms

variable prepaid forward sale contract, beneficial ownership, Pledged Shares, Floor Price, +2 more

6 terms

variable prepaid forward sale contract financial

"V3 entered into a variable prepaid forward sale contract (the "V3 Forward Contract") with an unaffiliated third-party dealer"

beneficial ownership financial

"the aggregate number of shares of Common Stock ... beneficially owned by each of the Reporting Persons"

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.

Pledged Shares financial

"V3 pledged 5,675,984 shares of Common Stock (the "Pledged Shares") to secure its obligations"

Floor Price financial

"if the Settlement Price is less than or equal to $21.4332 (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

"if the Settlement Price is between the Floor Price and $32.1498 (the "Cap Price")"

shared voting power financial

"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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

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)

05/11/2026

(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. 21 ("Amendment No. 21") 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 and Amendment No. 20 to Schedule 13D filed with the SEC by the Reporting Persons on November 18, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 21, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 21 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. 21 is being filed for purposes of disclosing the V3 Forward Contract described in this Amendment No. 21. The information contained in Item 5(c) of this Amendment No. 21 with respect thereto is incorporated by reference herein.
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. 21 is incorporated by reference herein. Such information sets forth, as of May 11, 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 409,049,197 shares of Common Stock outstanding as of May 4, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 5, 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. 21 is incorporated by reference herein. Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 25,621,822 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. 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 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: On May 11, 2026, V3 entered into a variable prepaid forward sale contract (the "V3 Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 5,675,984 shares of Common Stock. The V3 Forward Contract obligates V3 to deliver to the Dealer up to 945,998 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the V3 Forward Contract (i.e. April 1, 2027, April 15, 2027, April 29, 2027, May 13, 2027, May 27, 2027 and June 10, 2027) for an aggregate amount of up to 5,675,984 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million in connection with the entry into the V3 Forward Contract. V3 pledged 5,675,984 shares of Common Stock (the "Pledged Shares") to secure its obligations under the 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 $21.4332 (the "Floor Price"), the reporting person will deliver to the Dealer 945,998 shares; (b) if the Settlement Price is between the Floor Price and $32.1498 (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 $20.3 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 945,998 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.1 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 V3 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 13, 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:	05/13/2026

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	05/13/2026

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	05/13/2026

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	05/13/2026

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Vavilovs Valerijs
Date:	05/13/2026

FAQ

How much of Cipher Digital Inc. (CIFR) does V3 Holding and Valerijs Vavilovs beneficially own?

V3 Holding Ltd and Valerijs Vavilovs each report beneficial ownership of 61,316,694 Cipher Digital shares, or 15 % of the company’s common stock. This ownership percentage is based on 409,049,197 shares outstanding as of May 4, 2026, from Cipher Digital’s latest Form 10-Q.

What is the size and structure of the V3 variable prepaid forward contract on Cipher Digital (CIFR) shares?

V3 entered a variable prepaid forward covering up to 5,675,984 Cipher Digital shares and received $100.0 million upfront. The contract requires potential delivery of up to 945,998 shares in each of six tranches between April 1 and June 10, 2027, depending on future stock prices.

What price levels determine how many Cipher Digital (CIFR) shares V3 must deliver under the forward contract?

The delivery formula uses a Floor Price of $21.4332 and a Cap Price of $32.1498. Below the floor, V3 delivers 945,998 shares per tranche; between floor and cap, shares equal $20.3 million in value; above the cap, deliveries are reduced by shares worth $10.1 million.

Do V3 and Valerijs Vavilovs keep voting rights on Cipher Digital (CIFR) shares pledged in the forward contract?

V3 retains economic and voting rights in the 5,675,984 pledged Cipher Digital shares during the pledge term, absent default. These rights continue unless an event of default or similar event occurs under the variable prepaid forward contract or the related pledge agreement.

What beneficial ownership do Bitfury entities report in Cipher Digital Inc. (CIFR)?

Bitfury Top HoldCo B.V. and Bitfury Group Ltd each report beneficial ownership of 30,443,382 Cipher Digital shares (7.4 %), and Bitfury Holding B.V. reports 4,821,560 shares (1.2 %). These figures are based on 409,049,197 shares outstanding as of May 4, 2026.

How many Cipher Digital (CIFR) shares are outstanding for the ownership percentages in this Schedule 13D/A?

The reported ownership percentages use 409,049,197 Cipher Digital common shares outstanding as of May 4, 2026. This share count comes from Cipher Digital’s Form 10-Q filed on May 5, 2026, and is the denominator for all percentage-of-class calculations in the filing.