[Form 4] Cipher Mining Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cipher Mining insider disposals totaled 2,700,000 shares across multiple transactions on September 18–22, 2025, by reporting entities tied to majority owner Valerijs Vavilovs. The Form 4 shows six non-derivative sale events: 900,000 shares at a weighted average $11.7859, 849,199 at $12.3497, 50,801 at $12.7502, 697,769 at $12.5879, 192,269 at $13.7075 and 9,962 at $14.1491. After these reported sales, the group’s combined beneficial ownership is reported as 76,742,259 shares, held indirectly through entities including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Vavilovs personally. Footnotes describe ownership relationships and provide price ranges for the multiple trades.

Positive

• None.

Negative

• Insiders sold a total of 2,700,000 shares across six transactions on 09/18–09/22/2025, which may be material given the concentration of ownership.
• Reported weighted-average sale prices ranged from $11.7859 to $14.1491, indicating substantial disposition proceeds and active selling over multiple price points.
• Sales reduced the reporting group’s beneficial ownership to 76,742,259 shares, which is explicitly stated and reflects a change in the group’s stake.

Insights

Securities Analyst

TL;DR: Significant insider selling of 2.7 million Cipher Mining shares over five days; reduces reported group stake to 76.74 million shares.

The Form 4 documents concentrated dispositions by affiliated reporting persons tied to Valerijs Vavilovs and related entities between 09/18/2025 and 09/22/2025. The sales occurred at weighted average prices between $11.79 and $14.15 per share and aggregate to 2,700,000 shares. The filing clearly identifies indirect ownership chains among V3, Bitfury Top HoldCo, Bitfury Holding and Bitfury Group, and disclaims except for pecuniary interests. These are straightforward current-period liquidity events by controlling parties; no derivatives or purchases are reported.

Corporate Governance Expert

TL;DR: Multiple affiliated entities and the principal owner disclosed sizable open-market sales, potentially relevant to governance and signaling.

The disclosure details which entities are record holders and explains shared beneficial ownership through corporate structure. The reporting includes comprehensive footnotes and committed availability of per-trade breakdowns on request, which supports compliance with Section 16 reporting norms. Material here is the scale and timing of sales by insiders who are also directors and 10% owners; this raises governance and stakeholder-communication considerations but the filing itself provides required 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

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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 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)
09/18/2025

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	09/18/2025		S		900,000	D	$11.79(1)	78,542,259	I	See Footnote(7)(8)
Common Stock	09/19/2025		S		849,199	D	$12.35(2)	77,693,060	I	See Footnote(7)(8)
Common Stock	09/19/2025		S		50,801	D	$12.75(3)	77,642,259	I	See Footnote(7)(8)
Common Stock	09/22/2025		S		697,769	D	$12.59(4)	76,944,490	I	See Footnote(7)(8)
Common Stock	09/22/2025		S		192,269	D	$13.71(5)	76,752,221	I	See Footnote(7)(8)
Common Stock	09/22/2025		S		9,962	D	$14.15(6)	76,742,259	I	See Footnote(7)(8)

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 $11.7859. These shares were sold in multiple transactions at prices ranging from $11.45 to $12.26, 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 6 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $12.3497. These shares were sold in multiple transactions at prices ranging from $11.72 to $12.719, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $12.7502. These shares were sold in multiple transactions at prices ranging from $12.72 to $12.8167, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $12.5879. These shares were sold in multiple transactions at prices ranging from $12.12 to $13.11, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $13.7075. These shares were sold in multiple transactions at prices ranging from $13.12 to $14.113, inclusive.

6. The price reported in Column 4 represents a weighted average sales price of $14.1491. These shares were sold in multiple transactions at prices ranging from $14.12 to $14.1939, inclusive.

7. 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 36,511,544 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]

8. [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	09/22/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/22/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/22/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/22/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/22/2025
	** 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

What insider transactions did Cipher Mining (CIFRW) disclose on this Form 4?

The Form 4 reports six open-market sales totaling 2,700,000 shares executed between 09/18/2025 and 09/22/2025 by entities tied to Valerijs Vavilovs.

At what prices were the Cipher Mining shares sold?

The filing reports weighted-average prices of $11.7859, $12.3497, $12.7502, $12.5879, $13.7075 and $14.1491 for the six sale batches, with per-trade ranges provided in footnotes.

How much beneficial ownership remains with the reporting group after the sales?

After the reported transactions, the group beneficially owns 76,742,259 shares (indirect ownership as detailed in the footnotes).

Who are the reporting persons named on the Form 4?

Reporting entities include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and individual Valerijs Vavilovs, each identified as directors and 10% owners.

Does the Form 4 disclose derivative transactions or purchases?

No. Table II for derivative securities shows no reported acquisitions or dispositions; only non-derivative share sales are listed.