CIFRW Schedule 13D/A: V3 Owns 90.9M Shares; Bitfury Group 12.4%

Rhea-AI Filing Summary

Amendment No. 13 to Schedule 13D updates the ownership stakes in Cipher Mining Inc. (Common Stock) reported by related Bitfury entities and Mr. Valerijs Vavilovs. The filing shows the beneficial ownership figures used to calculate percentages based on a total of 393,282,654 shares outstanding. Key holders include V3 Holding with 90,942,259 shares (representing 23.1% of the class) and Bitfury Top HoldCo/Bitfury Group with 48,733,104 shares (representing 12.4%).

The amendment also discloses recent open-market sales by V3: a series of sales on July 23–30, 2025 totaling 2,436,033 shares with reported volume-weighted average prices ranging from approximately $5.6122 to $6.6765. The filing includes a Joint Filing Agreement as an exhibit and restates prior amendments for clarity.

Positive

• Updated, transparent disclosure of current beneficial ownership and recent open-market sales provides clarity for investors and regulators.
• Consolidated ownership chain is clearly restated, aiding understanding of who may share voting power.

Negative

• V3 sold 2,436,033 shares in open-market transactions between July 23 and July 30, 2025, which modestly reduces its holding.
• Significant ownership concentration remains: V3/Valerijs beneficially hold 23.1%, which concentrates voting power among related parties.

Insights

Financial Analyst

TL;DR: Routine ownership update clarifies stakes and reports modest open-market sales by V3; no new strategic actions disclosed.

The amendment primarily updates beneficial ownership percentages using the issuer's reported share count and reconfirms the ownership chain among Bitfury entities and Mr. Vavilovs. The most material data are the reported holdings: V3: 90,942,259 shares (23.1%) and Bitfury Top HoldCo/Group: 48,733,104 shares (12.4%). V3's disclosed open-market sales of 2,436,033 shares in late July are documented with VWAPs between $5.6122 and $6.6765. This filing is informative for ownership and liquidity context but does not announce transactions that change control or corporate strategy.

Corporate Governance Expert

TL;DR: Clarifies beneficial ownership and related-party relationships; concentration of voting power remains notable but unchanged by this amendment.

The filing restates the ownership chain: Bitfury Holding is held by Bitfury Top HoldCo, V3 is majority owner of BGL, and Mr. Vavilovs is the sole owner of V3—explaining why multiple reporting persons are deemed to share beneficial ownership. The concentration shown, particularly V3's 23.1% stake, is material for governance considerations. The disclosed share sales are explicit and transparent, but the amendment does not indicate any governance actions, agreements beyond the Joint Filing Agreement, or changes to voting arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

Cipher Mining Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

17253J106

(CUSIP Number)

Stijn Ehren
Strawinskylaan 3051,
Amsterdam, P7, 1077ZX
31 6 29 94 48 88

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 17253J106

1

Name of reporting person

Bitfury Top HoldCo B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 48,733,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,733,104.00

11

Aggregate amount beneficially owned by each reporting person

48,733,104.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 17253J106

1

Name of reporting person

Bitfury Holding B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,821,560.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,821,560.00

11

Aggregate amount beneficially owned by each reporting person

4,821,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 17253J106

1

Name of reporting person

Bitfury Group Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 48,733,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,733,104.00

11

Aggregate amount beneficially owned by each reporting person

48,733,104.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 17253J106

1

Name of reporting person

V3 Holding Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 90,942,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 90,942,259.00

11

Aggregate amount beneficially owned by each reporting person

90,942,259.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 17253J106

1

Name of reporting person

Vavilovs Valerijs

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LATVIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 90,942,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 90,942,259.00

11

Aggregate amount beneficially owned by each reporting person

90,942,259.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Cipher Mining Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 Vanderbilt Avenue, Floor 54, New York, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 13 ("Amendment No. 13") to Schedule 13D relates to shares of common stock, par value $0.001 per share (the "Common Stock"), of Cipher Mining Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on September 23, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Persons on January 24, 2024, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, Amendment No. 6 to Schedule 13D filed with the SEC by the Reporting Persons on June 13, 2024, Amendment No. 7 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2024, Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024, Amendment No. 9 to Schedule 13D filed with the SEC by the Reporting Persons on September 10, 2024, Amendment No. 10 to Schedule 13D filed with the SEC by the Reporting Persons on November 12, 2024, Amendment No. 11 to Schedule 13D filed with the SEC by the Reporting Persons on July 10, 2025 and Amendment No. 12 to Schedule 13D filed with the SEC by the Reporting Persons on July 22, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 13, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 13 shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment No. 13 is being filed to reflect a change in the percentage of the Common Stock owned by the Reporting Persons as a result of a change in the number of shares of Common Stock outstanding.
Item 2.	Identity and Background
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 11 and 13 of each of the cover pages of this Amendment No. 13 is incorporated by reference herein. Such information sets forth, as of August 11, 2025, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the Reporting Persons, based on 393,282,654 shares of Common Stock outstanding as of August 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 7 through 10 of each of the cover pages of this Amendment No. 13 is incorporated by reference herein. Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 43,911,544 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. V3 is the direct holder of 42,209,155 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. 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 is deemed to share beneficial ownership of the Common Stock beneficially owned by V3.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons have engaged in the following open market sales since the filing of Amendment No. 12 to Schedule 13D on July 22, 2025. On July 30, 2025, V3 sold 369,984 shares of Common Stock at prices ranging from $5.50 to $5.85, for a volume-weighted average price per share of $5.6122. On July 29, 2025, V3 sold 66,049 shares of Common Stock at prices ranging from $6.00 to $6.19, for a volume-weighted average price per share of $6.0598. On July 28, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.08 to $6.63, for a volume-weighted average price per share of $6.1874. On July 25, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.3128 to $6.5669, for a volume-weighted average price per share of $6.4542. On July 24, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.49 to $6.865, for a volume-weighted average price per share of $6.6765. On July 23, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.286 to $6.76, for a volume-weighted average price per share of $6.5452.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 1: Joint Filing Agreement, dated as of August 11, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bitfury Top HoldCo B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	08/11/2025

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	08/11/2025

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	08/11/2025

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	08/11/2025

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs
Date:	08/11/2025

FAQ

How many shares of Cipher Mining (CIFRW) does V3 Holding beneficially own?

V3 Holding beneficially owns 90,942,259 shares, representing 23.1% of the outstanding common stock.

What ownership stake do Bitfury Top HoldCo and Bitfury Group report in CIFRW?

Bitfury Top HoldCo and Bitfury Group each are reported as beneficially associated with 48,733,104 shares, representing 12.4% of the class.

Why was Amendment No. 13 filed for the Schedule 13D?

The amendment updates the percentage ownership figures to reflect the issuer's reported total of 393,282,654 shares outstanding and discloses recent open-market sales by V3.

Did the reporting persons sell any shares recently and what were the terms?

Yes. V3 reported open-market sales totaling 2,436,033 shares between July 23 and July 30, 2025, with VWAPs ranging approximately from $5.6122 to $6.6765.

Does the filing add any new agreements or change voting arrangements?

The filing lists a Joint Filing Agreement as an exhibit but does not disclose any new voting arrangements or other governance changes within the amendment's text.