Form 4: Vavilovs-linked entities dispose 2.7M Cipher Mining shares
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 697,769 | $12.59 | $8.78M |
| Sale | Common Stock | 192,269 | $13.71 | $2.64M |
| Sale | Common Stock | 9,962 | $14.15 | $141K |
| Sale | Common Stock | 849,199 | $12.35 | $10.49M |
| Sale | Common Stock | 50,801 | $12.75 | $648K |
| Sale | Common Stock | 900,000 | $11.79 | $10.61M |
Footnotes (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. 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. 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. 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. 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. 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. 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] [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.
