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

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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
08/28/2025

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	08/28/2025		S		600,000	D	$7.11(1)	89,142,259	I	See Footnote(4)(5)
Common Stock	08/29/2025		S		590,804	D	$7.42(2)	88,551,455	I	See Footnote(4)(5)
Common Stock	08/29/2025		S		9,196	D	$8.05(3)	88,542,259	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 $7.1091. 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.

2. 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.

3. 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.

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 43,811,544 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]

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	09/02/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/02/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/02/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/02/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/02/2025
	** 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

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

The reporting persons sold a total of 1,200,000 shares across transactions on 08/28/2025 and 08/29/2025.

What prices were reported for the insider sales in the Form 4?

Weighted-average prices reported were $7.1091, $7.4234, and $8.0528, with underlying trade price ranges disclosed in the footnotes.

What is the reported beneficial ownership after these transactions?

Following the reported transactions, the filing shows aggregate beneficial ownership of 88,542,259 shares for the reporting group.

Who are the reporting persons in this Form 4?

Reporting persons include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, and Valerijs Vavilovs as disclosed in the filing.

Does the Form 4 state that the trades were under a 10b5-1 plan?

The Form 4 does not indicate that these transactions were made pursuant to a 10b5-1 written plan; no such plan is referenced in the document.