[Form 4] Cipher Mining Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cipher Mining insiders associated with Bitfury and Valerijs Vavilovs reported multiple open-market sales totaling 2,700,000 shares of Cipher Mining common stock across several transactions. The reported weighted-average sale prices ranged roughly from $10.80 to $12.37, and the filings show the reporting persons retain beneficial ownership of approximately 79.44 million to 81.24 million shares following each reported transaction, reflecting retained large positions held indirectly through a linked ownership structure.

The disclosures identify the reporting parties as V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs and explain the ownership chain that links these entities and individuals, with statements disclaiming beneficial ownership except to the extent of pecuniary interest.

Positive

• Transparent disclosure of weighted-average prices and offer to provide per-trade breakdowns upon request
• Detailed ownership chain explained linking V3, Bitfury entities, and Mr. Vavilovs, aiding investor clarity
• Substantial remaining ownership (approximately 79.4M–81.2M shares) indicating continued stakeholder interest

Negative

• Large insider dispositions totaling 2,700,000 shares, which may be viewed negatively by some investors
• Concentration of ownership remains high among related parties, which may pose governance or liquidity considerations for some investors

Insights

Financial Analyst

TL;DR: Significant insider sales of 2.7M shares at ~$10.50–$12.65 reduce aggregate insider stake but large beneficial ownership remains.

The Form 4 shows material open-market dispositions totaling 2,700,000 common shares executed in multiple tranches at weighted-average prices between $10.8022 and $12.3711. After these sales, the reporting persons continue to hold large indirect positions (around 79.4M–81.2M shares), indicating the transactions were partial reductions rather than full exits. The filing clearly maps the chain of ownership among Bitfury entities and Mr. Vavilovs and includes the required weighted-average pricing disclosures and offers to provide per-trade detail on request.

Corporate Governance Expert

TL;DR: Transactions are transparently disclosed with ownership chain explained; beneficial ownership disclaimers are included.

The filing provides compliant disclosure of multiple sales by related reporting persons and includes explanatory footnotes detailing record holders and ownership relationships. Each entity disclaims beneficial ownership beyond pecuniary interest, consistent with typical Section 16 reporting. The completeness of footnotes and the offer to provide detailed per-price trade breakdowns support regulatory transparency.

SEC Form 4

FORM 4

UNITED 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).

1. Name and Address of Reporting Person^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GRAND CAYMAN E9 KY1-1002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cipher Mining Inc. [ CIFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		S		900,000	D	$10.8(1)	81,242,259	I	See Footnote(6)(7)
Common Stock	09/16/2025		S		725,707	D	$11.13(2)	80,516,552	I	See Footnote(6)(7)
Common Stock	09/16/2025		S		174,293	D	$11.54(3)	80,342,259	I	See Footnote(6)(7)
Common Stock	09/17/2025		S		780,897	D	$11.68(4)	79,561,362	I	See Footnote(6)(7)
Common Stock	09/17/2025		S		119,103	D	$12.37(5)	79,442,259	I	See Footnote(6)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GRAND CAYMAN E9 KY1-1002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bitfury Top HoldCo B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bitfury Holding B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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 C0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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)

LONDON X0 EC4R 3TT

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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 $10.8022. These shares were sold in multiple transactions at prices ranging from $10.5072 to $11.31, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining 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 5 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $11.1343. These shares were sold in multiple transactions at prices ranging from $10.496 to $11.4959, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $11.5412. These shares were sold in multiple transactions at prices ranging from $11.4967 to $11.6344, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $11.6776. These shares were sold in multiple transactions at prices ranging from $11.21 to $12.2093, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $12.3711. These shares were sold in multiple transactions at prices ranging from $12.21 to $12.6523, inclusive.

6. 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 39,211,544 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 35,409,155 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]

7. [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.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	09/17/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/17/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/17/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/17/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/17/2025
	** Signature of Reporting Person	Date
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.

FAQ

How many Cipher Mining (CIFRW) shares were sold by the reporting persons?

The filing reports aggregate open-market sales of 2,700,000 shares across multiple transactions.

At what prices were the Cipher Mining shares sold?

Reported weighted-average sale prices ranged from $10.8022 to $12.3711, with individual trade prices spanning approximately $10.496 to $12.6523.

Who are the reporting persons in this Form 4 for Cipher Mining?

The reporting persons are V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs.

How many shares do the reporting persons beneficially own after the reported transactions?

Following the reported sales, the filings show beneficial ownership figures in the range of approximately 79,442,259 to 81,242,259 shares depending on the line reported.

Do the reporting persons disclaim beneficial ownership?

Yes. The filing states that each of the entities and Mr. Vavilovs disclaim beneficial ownership