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Major Cipher Digital (NASDAQ: CIFR) holder sells 1.8M shares and enters $41.9M forward deal

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Cipher Digital Inc. large shareholder group reports share sales and a forward sale contract. Entities affiliated with Bitfury Top HoldCo B.V., including V3 Holding Ltd, Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported open-market sales of a total of 1,800,000 shares of Cipher Digital common stock on June 3, 2026 at weighted average prices of approximately $26.28, $27.17 and $28.09 per share, executed in multiple trades within stated price ranges. On June 2, 2026, Bitfury Top HoldCo also entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 2,000,000 shares of common stock, pledging 2,000,000 shares as collateral and receiving a cash payment of $41.9 million. The number of shares ultimately delivered in four future tranches between May 14, 2027 and June 4, 2027 will depend on future share prices relative to a floor price of $24.8655 and a cap price of $37.2982, based on formulas described in the contract.

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Insights

Large Cipher Digital shareholder sold 1.8M shares and monetized 2M more via a forward.

Affiliates of Bitfury Top HoldCo B.V., a more-than-10% holder of Cipher Digital Inc., reported open-market sales totaling 1,800,000 shares of common stock across three transactions on June 3, 2026. Sale prices were volume-weighted around $26.28, $27.17 and $28.09, executed over specified intraday ranges.

Separately, Bitfury Top HoldCo entered a variable prepaid forward sale contract on June 2, 2026 covering up to 2,000,000 shares. It received $41.9 million upfront and pledged 2,000,000 shares as collateral, while retaining voting and economic rights in those pledged shares unless a default occurs.

The number of shares ultimately delivered in four tranches on maturity dates from May 14, 2027 to June 4, 2027 will depend on where the stock trades relative to the Floor Price of $24.8655 and Cap Price of $37.2982. Actual impact on ownership will be determined by future share prices at those settlement dates.

Insider V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Vavilovs Valerijs, Bitfury Group Ltd
Role null | null | null | null | null
Sold 1,800,000 shs ($47.91M)
Type Security Shares Price Value
Sale Common Stock 1,146,445 $26.28 $30.13M
Sale Common Stock 624,715 $27.17 $16.97M
Sale Common Stock 28,840 $28.10 $810K
Other Forward sale contract (obligation to sell) 2,000,000 $0.00 --
Holdings After Transaction: Common Stock — 60,170,249 shares (Indirect, See Footnote); Forward sale contract (obligation to sell) — 2,000,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. The price reported in Column 4 represents a weighted average sales price of $26.2779. These shares were sold in multiple transactions at prices ranging from $25.8199 to $26.8196, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 3 of this Form 4. The price reported in Column 4 represents a weighted average sales price of $27.1708. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.816, inclusive. The price reported in Column 4 represents a weighted average sales price of $28.09. These shares were sold in multiple transactions at prices ranging from $27.8226 to $28.2501, inclusive. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 23,821,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("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 Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued] [Cont.] 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 may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. On June 2, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,000,000 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 500,000 shares of Common Stock in each of four tranches within one business day after each of the four maturity dates of the Bitfury Forward Contract (May 14, 2027, May 21, 2027, May 28, 2027 and June 4, 2027)), for an aggregate amount of up to 2,000,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $41.9 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued] [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the four maturity dates is to be determined as follows: (a) if the daily volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $24.8655 (the "Floor Price"), the reporting person will deliver to the Dealer 500,000 shares; (b) if the Settlement Price is between the Floor Price and $37.2982 (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 $12.4 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 500,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $6.2 million. [Continued] [Cont.] Bitfury Top HoldCo 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 Forward Contract or the related pledge agreement).
Open-market shares sold 1,800,000 shares Total common stock sold on June 3, 2026
Weighted average sale price 1 $26.2779/share First sale tranche, multiple trades within range
Weighted average sale price 2 $27.1708/share Second sale tranche, multiple trades within range
Weighted average sale price 3 $28.09/share Third sale tranche, multiple trades within range
Forward contract share maximum 2,000,000 shares Underlying Cipher Digital common stock
Prepaid forward cash received $41.9 million Upfront payment to Bitfury Top HoldCo
Floor Price $24.8655 Settlement threshold in forward contract
Cap Price $37.2982 Upper settlement threshold in forward contract
variable prepaid forward sale contract financial
"entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with an unaffiliated third-party dealer"
Floor Price financial
"if the Settlement Price is less than or equal to $24.8655 (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 $37.2982 (the "Cap Price")"
volume-weighted average price financial
"The price reported in Column 4 represents a weighted average sales price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
pledged shares financial
"The reporting person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
V3 Holding Ltd
(Last)(First)(Middle)
4TH FL HARBOUR PL 103 S CHURCH ST, 10240
(Street)
GRAND CAYMANKY1-1002
(City)(State)(Zip)
CAYMAN ISLANDS
(Country)		2. Issuer Name and Ticker or Trading Symbol
Cipher Digital Inc. [ CIFR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/03/2026S1,146,445D$26.28(1)60,170,249ISee Footnote(4)(5)
Common Stock06/03/2026S624,715D$27.17(2)59,545,534ISee Footnote(4)(5)
Common Stock06/03/2026S28,840D$28.1(3)59,516,694ISee Footnote(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward sale contract (obligation to sell)(6)(7)(8)06/02/2026J(6)(7)(8)2,000,000 (6)(7)(8) (6)(7)(8)Common Stock2,000,000(6)(7)(8)2,000,000ISee Footnote(4)(5)
1. Name and Address of Reporting Person*
V3 Holding Ltd
(Last)(First)(Middle)
4TH FL HARBOUR PL 103 S CHURCH ST, 10240
(Street)
GRAND CAYMANKY1-1002
(City)(State)(Zip)
CAYMAN ISLANDS
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bitfury Top HoldCo B.V.
(Last)(First)(Middle)
CONCERTGEBOUWPLEIN 15-H
(Street)
AMSTERDAM1071 LL
(City)(State)(Zip)
NETHERLANDS
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bitfury Holding B.V.
(Last)(First)(Middle)
CONCERTGEBOUWPLEIN 15-H
(Street)
AMSTERDAM1071 LL
(City)(State)(Zip)
NETHERLANDS
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Vavilovs Valerijs
(Last)(First)(Middle)
2102 CHEDDAR CHEESE TOWER, PO BOX 712650
(Street)
DUBAI
(City)(State)(Zip)
UNITED ARAB EMIRATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bitfury Group Ltd
(Last)(First)(Middle)
FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE
(Street)
LONDONEC4R 3TT
(City)(State)(Zip)
UNITED KINGDOM
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 represents a weighted average sales price of $26.2779. These shares were sold in multiple transactions at prices ranging from $25.8199 to $26.8196, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 3 of this Form 4.
2. The price reported in Column 4 represents a weighted average sales price of $27.1708. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.816, inclusive.
3. The price reported in Column 4 represents a weighted average sales price of $28.09. These shares were sold in multiple transactions at prices ranging from $27.8226 to $28.2501, inclusive.
4. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 23,821,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("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 Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]
5. [Cont.] 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 may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
6. On June 2, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,000,000 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 500,000 shares of Common Stock in each of four tranches within one business day after each of the four maturity dates of the Bitfury Forward Contract (May 14, 2027, May 21, 2027, May 28, 2027 and June 4, 2027)), for an aggregate amount of up to 2,000,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $41.9 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued]
7. [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the four maturity dates is to be determined as follows: (a) if the daily volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $24.8655 (the "Floor Price"), the reporting person will deliver to the Dealer 500,000 shares; (b) if the Settlement Price is between the Floor Price and $37.2982 (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 $12.4 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 500,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $6.2 million. [Continued]
8. [Cont.] Bitfury Top HoldCo 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 Forward Contract or the related pledge agreement).
Remarks:
The Form 4 filed by the Reporting Persons on May 18, 2026 (the "Prior Form 4") is amended as follows: The reference to "$21.8 million" in clause (b) of footnote 6 of the Prior Form is hereby changed to "$16.1 million" and the reference to "$10.9 million" in clause (c) of footnote 6 of the prior Form 4 is hereby changed to "$8.1 million."
Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren06/04/2026
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren06/04/2026
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs06/04/2026
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs06/04/2026
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs06/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cipher Digital (CIFR) report in this Form 4?

Cipher Digital reported that entities affiliated with Bitfury Top HoldCo B.V. sold a total of 1,800,000 common shares on June 3, 2026 in open-market transactions, and separately entered into a variable prepaid forward sale contract covering up to 2,000,000 additional shares on June 2, 2026.

Who is the reporting shareholder group in Cipher Digital (CIFR)’s Form 4 filing?

The Form 4 lists V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs as reporting persons, each identified as a more-than-10% beneficial owner, with complex ownership relationships and beneficial ownership disclaimers described in the footnotes.

How many Cipher Digital (CIFR) shares were sold and at what prices?

The filing shows three open-market sales totaling 1,800,000 shares of Cipher Digital common stock. Footnotes state weighted average sale prices of about $26.2779, $27.1708 and $28.09 per share, each representing multiple trades within specified intraday price ranges.

What are the terms of the variable prepaid forward contract on Cipher Digital (CIFR) shares?

Bitfury Top HoldCo entered a variable prepaid forward sale contract on June 2, 2026, covering up to 2,000,000 shares. It received $41.9 million upfront and pledged 2,000,000 shares, with future share delivery amounts set by formulas using a $24.8655 Floor Price and $37.2982 Cap Price.

When will shares under the Cipher Digital (CIFR) forward contract be delivered?

According to the footnotes, Bitfury Top HoldCo must deliver shares to the dealer in four tranches, each within one business day after maturity dates of May 14, 2027, May 21, 2027, May 28, 2027 and June 4, 2027, with share counts determined by settlement price formulas.

Does Bitfury Top HoldCo keep voting rights on pledged Cipher Digital (CIFR) shares?

The filing states Bitfury Top HoldCo will retain economic and voting rights in the 2,000,000 pledged shares of Cipher Digital common stock during the term of the pledge, as long as no event of default or similar event occurs under the forward contract or related pledge agreement.