Cipher Mining (CIFRW) Schedule 13D/A: Major Holders Report Sales

Cipher Mining Inc. Schedule 13D Amendment No. 15 updates beneficial ownership and recent open-market sales by related reporting persons.

Rhea-AI Filing Summary

Cipher Mining Inc. Schedule 13D Amendment No. 15 updates beneficial ownership and recent open-market sales by related reporting persons. As of September 17, 2025, the filing reports ownership figures based on 393,282,654 shares outstanding: V3 Holding Ltd and related person Vavilovs Valerijs are shown with 79,442,259 shares (20.2%), Bitfury Top HoldCo B.V. and related entities are shown with up to 44,033,104 shares (11.2%), and Bitfury Holding B.V. holds 4,821,560 shares (1.2%). The amendment discloses recent open-market sales totaling 6,600,000 shares between September 8 and September 17, 2025, by Bitfury Top HoldCo and V3 at volume-weighted average prices ranging from $7.4788 to $11.7694 per share. The filing also attaches a joint filing agreement as an exhibit.

Positive

• Disclosure compliance: The reporting persons timely updated Schedule 13D to reflect current ownership and recent transactions.
• Transparency on ownership chain: The amendment clearly explains how multiple entities relate and which parties may be deemed to share beneficial ownership.

Negative

• Substantial open-market sales: Reporting persons sold a total of 6,600,000 shares between September 8 and September 17, 2025, which reduces their aggregate holdings.
• Potential dilution of influence: The disclosed sales represent a meaningful reduction in holdings relative to single-day volumes and may modestly lower aggregate stakes (based on 393,282,654 shares outstanding).

Insights

Securities Analyst

TL;DR: Significant shareholders disclosed coordinated holdings and sold 6.6 million shares in mid-September, reducing combined stakes modestly.

The amendment clarifies ownership structure across a chain of entities and individuals and reports concentrated stakes: V3/Vavilovs at 79.4 million shares (20.2%) and Bitfury Top HoldCo at 44.0 million shares (11.2%). The disclosed open-market sales between September 8-17, 2025 total 6.6 million shares with VWAPs from $7.48 to $11.77, showing active liquidity provided by these holders. This filing improves transparency about who controls recorded holdings and recent disposition activity; it does not include any proposed transactions or changes to control beyond sales disclosed.

Corporate Governance Expert

TL;DR: The filing documents cross-owned positions and recent share disposals but contains no new governance actions or agreements affecting control.

The amended Item 5 outlines the ownership chain and explains how Bitfury entities and Mr. Vavilovs may be deemed to share beneficial ownership, which is important for understanding voting and influence. The filing attaches a joint filing agreement, consistent with coordinated disclosure obligations. No new governance arrangements, nominations, or control-change proposals are described in this amendment.

FAQ

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

What stake does V3 Holding Ltd and Vavilovs Valerijs report in Cipher Mining (CIFRW)?

The filing reports 79,442,259 shares representing 20.2% of Cipher Mining's common stock based on 393,282,654 shares outstanding.

How many shares does Bitfury Top HoldCo B.V. report owning in Cipher Mining (CIFRW)?

Bitfury Top HoldCo is reported to beneficially own 44,033,104 shares, equal to 11.2% of the outstanding common stock.

What share sales are disclosed in this Amendment No. 15 for Cipher Mining (CIFRW)?

The amendment discloses open-market sales totaling 6,600,000 shares from September 8 to September 17, 2025, by Bitfury Top HoldCo and V3 with VWAPs ranging approximately from $7.48 to $11.77 per share.

Does the amendment indicate a change of control proposal for Cipher Mining (CIFRW)?

No. The amendment documents ownership and sales and includes a joint filing agreement; it does not disclose any proposed change of control or takeover actions.

On what share count is the percentage ownership based?

Percentages are calculated using 393,282,654 shares outstanding, as disclosed in Cipher Mining's quarterly report filed August 7, 2025.

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

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Accepted by SEC EDGAR 09/17/2025 - 06:12 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

09/15/2025

(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 44,033,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,033,104.00

11

Aggregate amount beneficially owned by each reporting person

44,033,104.00

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 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 44,033,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,033,104.00

11

Aggregate amount beneficially owned by each reporting person

44,033,104.00

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 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 79,442,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,442,259.00

11

Aggregate amount beneficially owned by each reporting person

79,442,259.00

12

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

13

Percent of class represented by amount in Row (11)

20.2 %

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 79,442,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,442,259.00

11

Aggregate amount beneficially owned by each reporting person

79,442,259.00

12

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

13

Percent of class represented by amount in Row (11)

20.2 %

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, UNITED STATES , 10017.
Item 1 Comment: This Amendment No. 15 ("Amendment No. 15") 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 and Amendment No. 14 to Schedule 13D filed with the SEC by the Reporting Persons on September 8, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 15, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 15 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. 15 is incorporated by reference herein. Such information sets forth, as of September 17, 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. 15 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 39,211,544 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. 14 to Schedule 13D on September 8, 2025. On September 17, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $11.21 to $12.6523, for a volume-weighted average price per share of $11.7694. On September 16, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $10.496 to $11.6344, for a volume-weighted average price per share of $11.2131. On September 15, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $10.5072 to $11.31, for a volume-weighted average price per share of $10.8022. On September 12, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $9.89 to $10.92, for a volume-weighted average price per share of $10.5945. On September 11, 2025, Bitfury Top HoldCo sold 900,000 shares of Common Stock at prices ranging from $9.88 to $10.67, for a volume-weighted average price per share of $10.2608. On September 10, 2025, V3 sold 900,000 shares of Common Stock at prices ranging from $9.25 to $10.4073, for a volume-weighted average price per share of $9.9859. On September 9, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $8.00 to $9.33, for a volume-weighted average price per share of $8.5874. On September 8, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.17 to $7.83, for a volume-weighted average price per share of $7.4788.
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 17, 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:	09/17/2025

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	09/17/2025

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/17/2025

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/17/2025

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Vavilovs Valerijs
Date:	09/17/2025