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

Rhea-AI Filing Summary

Bitfury Top HoldCo B.V. and affiliated entities, all classified as 10% owners of Cipher Mining Inc. (NASDAQ: CIFR), disclosed open-market dispositions of 1,000,000 common shares over two consecutive sessions.

• 1 Jul 2025: 500,000 shares sold at a weighted-average $4.8574 (price range $4.56-$4.9902).
• 2 Jul 2025: 500,000 shares sold at a weighted-average $5.2839 (price range $5.01-$5.685).

Post-transaction, the group’s indirect ownership stands at 96,567,437 shares, down roughly 1% from 97,567,437. The complex control chain runs from Bitfury Holding B.V. to Bitfury Top HoldCo B.V., V3 Holding Ltd, Bitfury Group Ltd and ultimate owner Valerijs Vavilovs, each disclaiming beneficial ownership beyond their pecuniary interest.

No derivative security activity was reported, and the Form 4 was jointly filed on 3 Jul 2025. The sale provides liquidity to the shareholder but does not materially alter Bitfury’s dominant position in Cipher Mining.

Positive

• Bitfury retains ~96.6 million shares, sustaining strong alignment with minority investors

Negative

• 1,000,000-share disposal by a 10% owner may signal reduced confidence and add selling pressure

Insights

Financial Analyst

TL;DR: 10% owner Bitfury offloads 1 M CIFR shares; modest, but insider selling skews sentiment negative.

The filing shows Bitfury trimming its stake by about 1%, realising roughly US$5.1 million. While the group still holds over 96 million shares, any sale by a control shareholder generally pressures market perception—especially when the company is cash-intensive like a Bitcoin miner. Absence of offsetting purchases or disclosed strategic rationale heightens the negative read-through. That said, the residual holding confirms long-term alignment, limiting impact to sentiment rather than fundamentals.

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
Estimated average burden
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^*

Bitfury Top HoldCo B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(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)
07/01/2025

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	07/01/2025		S		500,000	D	$4.86(1)	97,067,437	I	See Footnote(3)(4)
Common Stock	07/02/2025		S		500,000	D	$5.28(2)	96,567,437	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^*

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^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GEORGE TOWN 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 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 $4.8574. These shares were sold in multiple transactions at prices ranging from $4.56 to $4.9902, 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 $5.2839. These shares were sold in multiple transactions at prices ranging from $5.01 to $5.685, 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 43,911,544 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 47,834,333 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	07/03/2025
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	07/03/2025
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	07/03/2025
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	07/03/2025
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	07/03/2025
	** 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 (CIFR) shares did Bitfury sell in July 2025?

The Form 4 reports sales of 1,000,000 common shares—500,000 on 1 July and 500,000 on 2 July 2025.

What were the average sale prices disclosed in the Form 4?

Weighted-average prices were $4.8574 on 1 Jul 2025 and $5.2839 on 2 Jul 2025.

What is Bitfury’s remaining stake in Cipher Mining after the sale?

Bitfury entities now indirectly own 96,567,437 CIFR shares following the reported transactions.

Does Bitfury still qualify as a 10% owner of Cipher Mining?

Yes. With more than 96 million shares, Bitfury continues to exceed the 10% ownership threshold.

Were any options or derivative securities reported in this Form 4?

No. Table II shows no derivative securities acquired or disposed of during the period.