Form 4: Bitfury-linked insiders dispose of 1.2M Cipher Mining shares

Rhea-AI Filing Summary

Cipher Mining Inc. reporting persons disclosed insider sales totaling 1,200,000 shares of Common Stock across two days. On 08/26/2025 the reporting persons sold 700,000 shares at a weighted average price of $6.8107, and on 08/27/2025 they sold 500,000 shares at a weighted average price of $7.0726. After the transactions the filings show an indirect beneficial ownership of 90,242,259 shares following the first sale and 89,742,259 shares following the second sale. The Form 4 identifies a chain of ownership linking V3, Bitfury Top HoldCo, Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, and includes a disclaimer that each disclaims beneficial ownership except to their pecuniary interest.

Positive

• Transparency: The filing discloses weighted-average sales prices and price ranges for the transactions.
• Substantial retained ownership: Reporting persons continue to hold large indirect positions (about 89.7M–90.2M shares).

Negative

• Insider disposition: Reporting persons sold a total of 1,200,000 shares in two days.
• Potential perception risk: Significant block sales by affiliated insiders may draw investor attention to insider liquidity.

Insights

Financial Analyst

TL;DR: Insiders sold 1.2M shares over two days but retain large indirect ownership positions.

The reported sales total 1,200,000 shares at weighted average prices of $6.8107 and $7.0726, reducing the reported indirect holdings from 90,242,259 to 89,742,259 shares. These filings show disposition rather than derivative activity and include weighted-average price ranges for the transactions. For investors, the data documents liquidity provided by insiders but does not indicate changes to derivative exposures or new issuances.

Corporate Governance Expert

TL;DR: Multiple affiliated entities and an individual filed coordinated sales with standard beneficial ownership disclaimers.

The Form 4 details sales by entities in a controlled ownership chain and includes customary attribution and disclaimers: Bitfury Top HoldCo is the record holder of 43,811,544 shares and Bitfury Holding B.V. holds 4,821,560 shares, with V3 directly holding 41,109,155 shares and Valerijs Vavilovs as the ultimate owner. Signatures from managing directors and the reporting individual are provided, and the form discloses weighted-average price ranges for transparency.

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)
08/26/2025

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	08/26/2025		S		700,000	D	$6.81(1)	90,242,259	I	See Footnote(3)(4)
Common Stock	08/27/2025		S		500,000	D	$7.07(2)	89,742,259	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 $6.8107. These shares were sold in multiple transactions at prices ranging from $6.4927 to $7.125, 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 $7.0726. These shares were sold in multiple transactions at prices ranging from $6.9603 to $7.2264, 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 41,109,155 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	08/28/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	08/28/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	08/28/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	08/28/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	08/28/2025
	** 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. (CIFRW) report?

The Form 4 reports insider sales of 700,000 shares on 08/26/2025 at a weighted average price of $6.8107 and 500,000 shares on 08/27/2025 at a weighted average price of $7.0726.

How many shares did the reporting persons beneficially own after these transactions?

The filing shows 90,242,259 shares after the 08/26 sale and 89,742,259 shares after the 08/27 sale, reported as indirect beneficial ownership.

Which entities and individuals are listed as reporting persons on the Form 4?

Reported filing entities and individuals include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs.

Do the reporting persons claim direct beneficial ownership of all disclosed shares?

No; the filing contains disclaimers stating each entity and Mr. Vavilovs disclaims beneficial ownership of certain shares except to their pecuniary interests, while also describing the ownership chain that attributes indirect ownership.

Were any derivative securities reported in this Form 4?

No derivative securities were reported; the Form 4 lists only non-derivative Common Stock sales.