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

Rhea-AI Filing Summary

Cipher Mining Inc. insiders reported sales totaling 1,200,000 shares of Common Stock on September 8-9, 2025. The Form 4s were filed by related parties including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs. The three reported transactions show sales of 600,000 shares at a weighted average price of $7.4788, 419,837 shares at $8.3433 and 180,163 shares at $9.1560, with per-transaction price ranges disclosed in footnotes. Post-transaction beneficial ownership figures are shown as 85,442,259; 85,022,422; and 84,842,259 shares respectively. Footnotes describe the ownership chain among Bitfury entities, V3 and Mr. Vavilovs and include disclaimers of beneficial ownership except to the extent of pecuniary interest.

Positive

• Detailed disclosure of weighted average prices and ranges for each sale enhances transparency
• Post-transaction beneficial ownership figures are provided for each reported sale
• Footnotes clearly map ownership relationships among Bitfury entities, V3 and Mr. Vavilovs

Negative

• Insiders sold a total of 1,200,000 shares over two days, which reduces their aggregate holdings as shown
• Form 4s do not state the rationale for the sales (e.g., diversification, tax, contractual obligations)

Insights

Securities Analyst

TL;DR: Related Bitfury entities and Mr. Vavilovs sold 1.2M Cipher Mining shares across two days at weighted average prices of $7.48-$9.16.

The filings disclose sizable open-market dispositions by affiliated parties, totaling 1,200,000 shares on September 8 and 9, 2025, with detailed weighted average prices and ranges provided. The reports include post-transaction beneficial ownership counts after each sale and explain the multi-level ownership structure linking Bitfury Holding B.V., Bitfury Top HoldCo B.V., V3 Holding Ltd, Bitfury Group Ltd and Mr. Vavilovs. The explicit disclosure and footnote detail support transparency for investors assessing insider activity; the filings do not state reasons for the sales.

Corporate Governance Expert

TL;DR: Filings show coordinated sales by related reporting persons; ownership relationships are clearly documented in footnotes.

The Form 4 disclosures enumerate the chain of record and beneficial ownership and include signed certifications by responsible officers and Mr. Vavilovs. Footnotes clarify that Bitfury Top HoldCo is sole owner of Bitfury Holding and V3 is direct holder of a significant block, and that reporting parties disclaim beneficial ownership beyond pecuniary interest. These elements are important for governance transparency and regulatory compliance; the forms do not provide context for timing or purpose of the transactions.

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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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 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)
09/08/2025

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	09/08/2025		S		600,000	D	$7.48(1)	85,442,259	I	See Footnote(4)(5)
Common Stock	09/09/2025		S		419,837	D	$8.34(2)	85,022,422	I	See Footnote(4)(5)
Common Stock	09/09/2025		S		180,163	D	$9.16(3)	84,842,259	I	See 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)
				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 $7.4788. These shares were sold in multiple transactions at prices ranging from $7.17 to $7.83, 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 3 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $8.3433. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.9978, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $9.1560. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.33, 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 43,711,544 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 36,309,155 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]

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.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	09/10/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/10/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/10/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/10/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/10/2025
	** 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).
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FAQ

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

The filings report total sales of 1,200,000 shares: 600,000 on 09/08/2025 and 599, (419,837 and 180,163) on 09/09/2025, totaling 1,200,000 shares as disclosed.

At what prices were the Cipher Mining shares sold according to the Form 4?

The Form 4s report weighted average sale prices of $7.4788 (range $7.17–$7.83), $8.3433 (range $8.00–$8.9978), and $9.1560 (range $9.00–$9.33).

Who filed the Form 4s reporting the sales for Cipher Mining?

Related reporting persons include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and individual Valerijs Vavilovs.

What is the post-transaction beneficial ownership reported?

The Form 4 shows successive post-transaction beneficial ownership counts of 85,442,259, 85,022,422 and 84,842,259 shares following the reported sales.

Do the filings explain the ownership relationships among the reporting parties?

Yes. Footnotes state that Bitfury Top HoldCo is sole owner of Bitfury Holding B.V., Bitfury Holding B.V. holds 4,821,560 shares, Bitfury Top HoldCo holds 43,711,544 shares, V3 directly holds 36,309,155 shares, and Mr. Vavilovs is sole owner of V3.