Form 4: CIFRW reporting group reduces stake by 1.2M shares
Rhea-AI Filing Summary
Cipher Mining insiders reported coordinated sales totaling 1,200,000 shares of Common Stock across three transactions on 08/28/2025 and 08/29/2025. The sales were reported with weighted-average prices of $7.1091, $7.4234 and $8.0528, and prices in the underlying transactions ranged from $7.0084 to $8.0923. After the trades, the aggregate beneficial ownership reported on this Form 4 decreased from 89,142,259 to 88,542,259 shares for the reporting group. The filing discloses the ownership chain: V3 directly holds 39,909,155 shares, Bitfury Top HoldCo holds 43,811,544 shares and Bitfury Holding B.V. holds 4,821,560 shares, with Valerijs Vavilovs as the ultimate owner of V3 and controlling interests.
Positive
- Transparent disclosure of weighted-average prices and explicit ranges for underlying transactions
- Clear ownership chain explaining relationships among V3, Bitfury Top HoldCo, Bitfury Holding B.V., Bitfury Group Limited and Mr. Vavilovs
Negative
- Insider sales totaling 1,200,000 shares across three transactions, reducing reported beneficial ownership from 89,142,259 to 88,542,259 shares
- No explanation provided in the filing for the purpose of the sales or whether any Rule 10b5-1 plans were used
Insights
TL;DR: Insiders sold 1.2 million CIFR shares in multiple trades at weighted-average prices between $7.11 and $8.05, modestly reducing reported beneficial ownership.
The transactions are clearly disclosed with weighted-average prices and ranges for the underlying executions. Total shares sold equal 1,200,000, which reduces the reporting group's beneficial position from 89,142,259 to 88,542,259. The filing does not include any narrative explaining the purpose of the sales or any planned future transactions. From a quantitative perspective, the absolute change is ~1.35% of the larger reported holding (1,200,000/89,142,259), but the document contains no earnings, covenant, or liquidity detail to link these sales to company fundamentals.
TL;DR: The Form 4 provides standard disclosure of insider sales and the ownership chain linking multiple entities to a single beneficial owner.
The report appropriately identifies multiple reporting persons and explains the ownership structure connecting V3, Bitfury Top HoldCo, Bitfury Holding B.V., Bitfury Group Limited and Mr. Valerijs Vavilovs. The filing includes commitments to provide per-trade breakdowns upon request, which supports transparency. There are no disclosures here of policy changes, Rule 10b5-1 plans, or other governance actions that would contextualize the trades.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 590,804 | $7.42 | $4.38M |
| Sale | Common Stock | 9,196 | $8.05 | $74K |
| Sale | Common Stock | 600,000 | $7.11 | $4.27M |
Footnotes (1)
- The price reported in Column 4 represents a weighted average sales price of $7.1091. These shares were sold in multiple transactions at prices ranging from $7.0084 to $7.31, 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 3 of this Form 4. The price reported in Column 4 represents a weighted average sales price of $7.4234. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.9991, inclusive. The price reported in Column 4 represents a weighted average sales price of $8.0528. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.0923, 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 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 39,909,155 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.
