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

Rhea-AI Filing Summary

Cipher Mining Inc. insiders disclosed sales totaling 1,300,000 shares of Common Stock across two days in September 2025. The Form 4 shows a sale of 700,000 shares on 09/04/2025 at a weighted average price of $7.5991 and a sale of 600,000 shares on 09/05/2025 at a weighted average price of $7.3799. After those transactions the reported beneficial ownership totals were 86,642,259 shares and 86,042,259 shares, respectively, held indirectly through affiliated entities. Reporting parties include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, each identified as a director and 10% owner. Footnotes describe the ownership chain linking these entities and state that the reporting parties disclaim beneficial ownership except for pecuniary interests. The form is signed and dated 09/08/2025.

Positive

• Clear disclosure of weighted average sale prices and willingness to provide per-trade details to the company or SEC
• Identification of ownership chain in footnotes clarifies relationships among V3, Bitfury entities and Mr. Vavilovs

Negative

• Insider sales totaling 1,300,000 shares across two days, which could be perceived negatively by investors
• Large indirect holdings remain (reported beneficial ownership above 86 million shares), so further disposals could affect the market

Insights

Corporate Governance Expert

TL;DR: Significant insider dispositions by related entities raise governance and signaling questions for shareholders.

The filing documents aggregate insider sales of 1.3 million shares over two days by parties tied through an ownership chain. The disclosure is thorough: weighted average sale prices and a commitment to provide per-trade details are included, and the filing identifies the complex ownership relationships among V3, Bitfury entities and Mr. Vavilovs. From a governance lens, concurrent sales by multiple related reporting persons warrant investor attention because they can indicate portfolio rebalancing or liquidity needs and may affect market perception of insider confidence. The footnotes clarify record vs beneficial ownership and include disclaimers, which is common in layered ownership structures, but complicates assessing ultimate control and intent.

Securities Analyst

TL;DR: 1.3M shares sold at weighted averages near $7.38–$7.60; impact depends on float and trading volume context.

The Form 4 reports sales at weighted average prices of $7.5991 and $7.3799 on consecutive days. These are concrete cashing-out events by large holders controlling tens of millions of shares indirectly. Without additional market data (daily volume, total outstanding shares, or pre-transaction holdings by each filer), the immediate valuation impact cannot be quantified here. The filing does provide enough transparency about sale prices and ownership links to allow further market-volume and supply analysis, but does not state purpose for the sales.

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)
09/04/2025

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	09/04/2025		S		700,000	D	$7.6(1)	86,642,259	I	See Footnote(3)(4)
Common Stock	09/05/2025		S		600,000	D	$7.38(2)	86,042,259	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 $7.5991. These shares were sold in multiple transactions at prices ranging from $7.33 to $8.0408, 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 $7.3799. These shares were sold in multiple transactions at prices ranging from $7.09 to $7.80, 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 43,711,544 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 37,509,155 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	09/08/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	09/08/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	09/08/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	09/08/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	09/08/2025
	** 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

What transactions are reported on the Cipher Mining (CIFR) Form 4?

The Form 4 reports sales of 700,000 shares on 09/04/2025 at a weighted average price of $7.5991 and 600,000 shares on 09/05/2025 at $7.3799.

Who filed the Form 4 for Cipher Mining (CIFR)?

Reporting parties include V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, each listed as a director and 10% owner.

How much beneficial ownership remains after the reported sales?

Reported beneficial ownership after the 09/04 sale was 86,642,259 shares and after the 09/05 sale was 86,042,259 shares (indirect ownership).

Are the ownership relationships between the filers explained?

Yes. Footnotes describe that Bitfury Top HoldCo is the record holder of certain shares and controls Bitfury Holding B.V., V3 is the direct holder of other shares, and Mr. Vavilovs is the sole owner of V3 and majority owner of Bitfury Group Limited.

When was the Form 4 signed?

The form bears signatures dated 09/08/2025.