[Form 4] Cipher Mining Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Cipher Mining Inc. (CIFR) reporting persons including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs disclosed sales of Common Stock on September 2 and September 3, 2025. The filings show 600,000 shares sold on 09/02/2025 at a weighted average price of $8.1335 (individual sale prices ranged $7.895–$8.34) and 600,000 shares sold on 09/03/2025 at a weighted average price of $8.3014 (individual sale prices ranged $8.02–$8.70). Beneficial ownership reported following the transactions was 87,942,259 shares after the first sale and 87,342,259 shares after the second sale, reported as indirect holdings through related entities. The filing explains the ownership chain among Vavilovs, V3, Bitfury Group, Bitfury Top HoldCo and Bitfury Holding B.V., and includes signatures dated 09/04/2025.

Positive

• Full disclosure of transaction details including weighted average prices and price ranges for each sale
• Clarified ownership chain among Vavilovs, V3, Bitfury Top HoldCo, Bitfury Group Ltd and Bitfury Holding B.V., aiding transparency
• Signatures and dates provided (09/04/2025), indicating timely attestation

Negative

• Insiders sold 1,200,000 shares across two days, which is a material absolute volume of dispositions
• Beneficial ownership decreased from 87,942,259 to 87,342,259 shares following the second sale, reflecting dilution of insider holdings
• Sales executed at varied prices ($7.895–$8.70 range), which may raise questions about execution timing or strategy

Insights

Financial Analyst

TL;DR: Insiders executed modest open-market sales totaling 1.2 million shares at ~$8.13–$8.30; beneficial holdings remain large and indirect.

The transactions represent disclosed open-market disposals of 1,200,000 Common Stock shares across two days at weighted average prices of $8.1335 and $8.3014. Post-sale beneficial ownership remains substantial at ~87.3–87.9 million shares, held indirectly through a chain of affiliated entities. These sales are documented with exact weighted averages and price ranges, and the filing clarifies record and beneficial ownership relationships and disclaimers. From an analytics perspective, the activity is material in absolute share count but must be viewed against the large residual holdings and the complex ownership structure when assessing potential impact on control or voting power.

Corporate Governance Expert

TL;DR: Timely Form 4 disclosures show affiliated entities and an individual executing sales while preserving disclosure of beneficial ownership structure.

The Form 4 properly discloses the sales, provides weighted average prices and price ranges, and explains the intercompany ownership chain that creates indirect beneficial ownership among Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. Signatures from named officers and the director are included. The filing also includes the customary disclaimer that each party disclaims beneficial ownership except to the extent of pecuniary interest. Documentation appears complete for the reported transactions, aiding transparency for shareholders and regulators.

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
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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)
09/02/2025

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	09/02/2025		S		600,000	D	$8.13(1)	87,942,259	I	See Footnote(3)(4)
Common Stock	09/03/2025		S		600,000	D	$8.3(2)	87,342,259	I	See Footnote(3)(4)

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 $8.1335. These shares were sold in multiple transactions at prices ranging from $7.895 to $8.34, 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 and 2 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $8.3014. These shares were sold in multiple transactions at prices ranging from $8.02 to $8.70, inclusive.

3. 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 43,811,544 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 38,709,155 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]

4. [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	09/04/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/04/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/04/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/04/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/04/2025
	** 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.
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FAQ

What insider transactions did Cipher Mining Inc. disclose on Form 4?

The filing discloses sales of Common Stock totaling 1,200,000 shares—600,000 on 09/02/2025 at a weighted average price of $8.1335 and 600,000 on 09/03/2025 at a weighted average price of $8.3014.

How many Cipher Mining shares did the reporting persons own after the sales?

Beneficial ownership reported was 87,942,259 shares after the 09/02/2025 sale and 87,342,259 shares after the 09/03/2025 sale.

Who are the reporting persons on the Form 4 for Cipher Mining?

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

What price ranges were the Cipher Mining shares sold at?

The 09/02/2025 sales occurred at prices ranging from $7.895 to $8.34; the 09/03/2025 sales ranged from $8.02 to $8.70.

Does the filing explain the ownership relationships among the reporting parties?

Yes. The filing explains that Bitfury Top HoldCo is record holder of certain shares, owns Bitfury Holding B.V., V3 is direct holder of shares and Valerijs Vavilovs is the sole owner of V3, creating indirect beneficial ownership links.

When was the Form 4 signed by the reporting persons?

The signatures are dated 09/04/2025 for the listed reporting persons and authorized signatories.