Cipher Mining Inc. received an amended Schedule 13G/A stating that three affiliated broker-dealers — G1 Execution Services, LLC, SIG Brokerage, LP, and Susquehanna Securities, LLC — collectively report beneficial ownership of 14,674,736 shares of common stock, representing 3.7% of the class as of December 31, 2025.
The filing notes that SIG Brokerage’s position consists of options to buy shares, while Susquehanna Securities’ holdings include options to buy 14,009,000 shares. The company’s Form 10-Q indicated 395,092,054 shares outstanding as of October 31, 2025. The reporting firms state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cipher Mining Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
17253J106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
17253J106
1
Names of Reporting Persons
G1 Execution Services, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,236.00
6
Shared Voting Power
14,674,736.00
7
Sole Dispositive Power
7,236.00
8
Shared Dispositive Power
14,674,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,674,736.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
17253J106
1
Names of Reporting Persons
SIG Brokerage, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
16,700.00
6
Shared Voting Power
14,674,736.00
7
Sole Dispositive Power
16,700.00
8
Shared Dispositive Power
14,674,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,674,736.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
BD, PN
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
17253J106
1
Names of Reporting Persons
Susquehanna Securities, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,650,800.00
6
Shared Voting Power
14,674,736.00
7
Sole Dispositive Power
14,650,800.00
8
Shared Dispositive Power
14,674,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,674,736.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cipher Mining Inc.
(b)
Address of issuer's principal executive offices:
1 Vanderbilt Avenue, Floor 54, New York, NY 10017
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Common Stock, $0.001 par value per share (the "Shares"), of Cipher Mining Inc. (the "Company").
(i) G1 Execution Services, LLC
(ii) SIG Brokerage, LP
(iii) Susquehanna Securities, LLC
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of G1 Execution Services, LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of SIG Brokerage, LP and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
17253J106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned by SIG Brokerage, LP consists of options to buy Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 14,009,000 Shares.
The Company's Quarterly Report on Form 10-Q, filed on November 3, 2025, indicates that there were 395,092,054 Shares outstanding as of October 31, 2025.
(b)
Percent of class:
3.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What ownership stake in Cipher Mining (CIFR) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 14,674,736 Cipher Mining common shares, representing 3.7% of the outstanding class. This positions the reporting broker-dealers as significant but non-controlling holders under the 5% regulatory threshold for larger beneficial owners.
Who are the reporting persons in Cipher Mining (CIFR)’s Schedule 13G/A filing?
The reporting persons are G1 Execution Services, LLC, SIG Brokerage, LP, and Susquehanna Securities, LLC. They are affiliated broker-dealers that may be deemed a group for reporting purposes, while each entity separately disclaims beneficial ownership of shares held directly by the other entities.
Is the reported Cipher Mining (CIFR) position described as passive or activist?
The position is described as passive. The reporting broker-dealers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Cipher Mining, consistent with a Schedule 13G-type passive ownership filing.
How many Cipher Mining (CIFR) shares were outstanding at the referenced date?
Cipher Mining’s Form 10-Q indicated 395,092,054 common shares outstanding as of October 31, 2025. This figure is used in the Schedule 13G/A to calculate that the reporting group’s 14,674,736 shares represent approximately 3.7% of the company’s outstanding common stock.
Do options play a role in the reported Cipher Mining (CIFR) ownership?
Yes. SIG Brokerage’s reported beneficial ownership consists of options to buy Cipher Mining shares. Susquehanna Securities’ holdings include options to buy 14,009,000 shares. These options are counted toward the total 14,674,736 shares reported as beneficially owned in the Schedule 13G/A.
What is the event date for the Cipher Mining (CIFR) Schedule 13G/A amendment?
The event date triggering this Schedule 13G/A Amendment No. 1 is December 31, 2025. This date reflects when the ownership information became reportable, and the amendment updates prior beneficial ownership disclosures for Cipher Mining common stock by the same reporting broker-dealers.