[SCHEDULE 13D/A] Cipher Mining Inc. SEC Filing

Rhea-AI Filing Summary

Bitfury-related entities and individuals filed Amendment No. 16 to a Schedule 13D for Cipher Mining Inc. (CIFR) reporting beneficial ownership based on 393,282,654 shares outstanding as of August 6, 2025. The filing states share holdings for multiple reporting persons: V3 Holding Ltd and Valerijs Vavilovs beneficially own 71,437,719 shares (18.2%), Bitfury Top HoldCo B.V. and Bitfury Group Ltd report 36,028,564 shares (9.2%), and Bitfury Holding B.V. holds 4,821,560 shares (1.2%).

The amendment also discloses recent open-market sales by Bitfury Top HoldCo on September 18–25, 2025, including blocks sold each day (multiple 900,000-share transactions and a 3,504,540-share sale) with volume-weighted average prices ranging roughly from $11.79 to $14.41 per share. The filing includes a joint filing agreement as an exhibit and updates the ownership relationships among the reporting persons.

Positive

• Clear disclosure of beneficial ownership across related entities and ultimate owner relationships
• Detailed sales information provided with dates, quantities and volume-weighted average prices

Negative

• Large open-market sales by Bitfury Top HoldCo (including a 3,504,540-share sale) could increase available supply
• Concentrated ownership (18.2% and 9.2% stakes) may limit free float and influence control dynamics

Insights

Financial Analyst

TL;DR: Significant insider-related holdings with recent large open-market disposals could affect free float and near-term supply.

The filing documents concentrated ownership: V3/Valerijs Vavilovs hold 18.2% and Bitfury-related entities control another ~9.2%, based on the issuer's stated 393,282,654 shares outstanding. Material open-market sales by Bitfury Top HoldCo between September 18 and September 25, 2025 are disclosed, with per-day volume-weighted average prices between $11.7859 and $14.4084. These sales are explicit and quantifiable in the amendment and represent a transfer of sizeable blocks into the market. For investors, the key metrics are the absolute share counts and the VWAPs reported; no financial results or forward guidance are included in this filing.

Corporate Governance Expert

TL;DR: The amendment clarifies ownership chains and joint reporting, showing consolidated beneficial ownership and formal coordination.

The amendment restates ownership relationships: Bitfury Holding is record holder of 4,821,560 shares, Bitfury Top HoldCo holds 31,207,004 shares and controls Bitfury Holding, V3 directly holds 35,409,155 shares, and Vavilovs is the ultimate owner of V3. These structured disclosures and the filing of a Joint Filing Agreement (Exhibit 1) indicate coordinated reporting among related entities. The filing does not include litigation, transaction rationale, or changes to governance arrangements beyond ownership and sale disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

Cipher Mining 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)

09/24/2025

(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).

SCHEDULE 13D

CUSIP No. 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 36,028,564.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,028,564.00

11

Aggregate amount beneficially owned by each reporting person

36,028,564.00

12

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

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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 No. 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 36,028,564.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,028,564.00

11

Aggregate amount beneficially owned by each reporting person

36,028,564.00

12

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

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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 71,437,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,437,719.00

11

Aggregate amount beneficially owned by each reporting person

71,437,719.00

12

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

13

Percent of class represented by amount in Row (11)

18.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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 71,437,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,437,719.00

11

Aggregate amount beneficially owned by each reporting person

71,437,719.00

12

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

13

Percent of class represented by amount in Row (11)

18.2 %

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 Mining 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. 16 ("Amendment No. 16") to Schedule 13D relates to shares of common stock, par value $0.001 per share (the "Common Stock"), of Cipher Mining 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 and Amendment No. 15 to Schedule 13D filed with the SEC by the Reporting Persons on September 17, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 16, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 16 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(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. 16 is incorporated by reference herein. Such information sets forth, as of September 25, 2025, 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 393,282,654 shares of Common Stock outstanding as of August 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.
(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. 16 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 31,207,004 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 35,409,155 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 as follows: The Reporting Persons have engaged in the following open market sales since the filing of Amendment No. 15 to Schedule 13D on September 17, 2025. On September 25, 2025, Bitfury Top HoldCo sold 3,504,540 shares of Common Stock at prices ranging from $11.4337 to $13.59, for a volume-weighted average price per share of $12.3636. On September 24, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $13.88 to $15.52, for a volume-weighted average price per share of $14.4084. On September 23, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $13.4613 to $14.72, for a volume-weighted average price per share of $14.0102. On September 22, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $12.12 to $14.1939, for a volume-weighted average price per share of $12.8444. On September 19, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $11.72 to $12.8167, for a volume-weighted average price per share of $12.3723. On September 18, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $11.45 to $12.26, for a volume-weighted average price per share of $11.7859.
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 September 25, 2025

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:	09/25/2025

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	09/25/2025

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/25/2025

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/25/2025

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Vavilovs Valerijs
Date:	09/25/2025

FAQ

How many Cipher Mining (CIFR) shares do V3 Holding Ltd and Valerijs Vavilovs beneficially own?

The filing states V3 Holding Ltd and Valerijs Vavilovs beneficially own 71,437,719 shares, representing 18.2% of the outstanding common stock based on 393,282,654 shares.

What stake do Bitfury-related entities hold in Cipher Mining (CIFR)?

Bitfury Top HoldCo and Bitfury Group Ltd report beneficial ownership of 36,028,564 shares, representing 9.2% of outstanding shares; Bitfury Holding B.V. holds 4,821,560 shares (1.2%).

What open-market sales were disclosed in Amendment No. 16?

Bitfury Top HoldCo disclosed sales on September 18–25, 2025, including multiple 900,000-share trades and a 3,504,540-share sale, with VWAPs ranging approximately from $11.79 to $14.41 per share.

What outstanding share count does the Schedule 13D amendment use to calculate percentages?

Percentages are calculated using an outstanding share count of 393,282,654 shares, per the issuer's quarterly report filed August 7, 2025.

Does the filing disclose any legal proceedings or changes to governance?

The amendment does not disclose legal proceedings or governance changes; it updates ownership, sale activity, and includes a Joint Filing Agreement as an exhibit.