[SCHEDULE 13D/A] Cipher Mining Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Cipher Mining Inc. Schedule 13D/A (Amendment No. 14) updates ownership and recent open-market sales by related reporting persons. As of September 8, 2025 the filing reports ownership based on 393,282,654 shares outstanding: V3 Holding Ltd and related parties are reported to beneficially own 86,042,259 shares (21.9%), Bitfury Top HoldCo B.V. and related entities are reported to beneficially own 48,533,104 shares (12.3%), and Bitfury Holding B.V. directly holds 4,821,560 shares (1.2%). The amendment discloses a series of open-market sales by V3 and Bitfury Top HoldCo totaling multiple millions of shares executed between August 26 and September 5, 2025, with volume-weighted average prices per disclosed tranche ranging from $6.6913 to $8.3014. A Joint Filing Agreement is filed as an exhibit.

Positive

• Transparent disclosure of ownership structure, including percentages and relationships among reporting entities
• Detailed reporting of open-market sales with dates, volumes and volume-weighted average prices allowing precise calculation

Negative

• Material insider selling disclosed: multiple millions of shares sold between August 26 and September 5, 2025, reducing reported beneficial holdings
• Concentrated ownership remains high (21.9% held by V3 group), which can influence corporate control dynamics

Insights

Financial Analyst

TL;DR: Significant insider shareholdings remain concentrated, with material open-market sales disclosed over a short period.

The filing confirms concentrated ownership: a group linked through V3 and Bitfury controls 21.9% and related entities control 12.3% of Cipher Mining's common stock, based on 393,282,654 shares outstanding. The report transparently lists multiple block sales from August 26 through September 5, 2025, with tranche VWAPs between $6.69 and $8.30. For investors, these disclosed sales are material as they reduce the reported beneficial holdings and increase available free float; the filing provides exact volumes and prices for those transactions, enabling precise calculation of proceeds and remaining stakes.

Corporate Governance Expert

TL;DR: The amendment reflects compliance and coordinated reporting by related entities; disclosed transfers clarify control relationships.

The Schedule 13D/A restates control relationships among Bitfury Top HoldCo, Bitfury Holding, Bitfury Group Ltd, V3 and Mr. Vavilovs, documenting how ownership flows through subsidiaries and ultimate owners. The inclusion of a Joint Filing Agreement as an exhibit and explicit delineation of shared voting/dispositive power demonstrates adherence to disclosure obligations. The open-market sales disclosure updates potential dilution of concentrated holdings and preserves transparency around transfers that could affect governance dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

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)

09/04/2025

(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 48,533,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,533,104.00

11

Aggregate amount beneficially owned by each reporting person

48,533,104.00

12

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

13

Percent of class represented by amount in Row (11)

12.3 %

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 48,533,104.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 48,533,104.00

11

Aggregate amount beneficially owned by each reporting person

48,533,104.00

12

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

13

Percent of class represented by amount in Row (11)

12.3 %

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 86,042,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 86,042,259.00

11

Aggregate amount beneficially owned by each reporting person

86,042,259.00

12

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

13

Percent of class represented by amount in Row (11)

21.9 %

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 86,042,259.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 86,042,259.00

11

Aggregate amount beneficially owned by each reporting person

86,042,259.00

12

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

13

Percent of class represented by amount in Row (11)

21.9 %

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. 14 ("Amendment No. 14") 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, Amendment No. 12 to Schedule 13D filed with the SEC by the Reporting Persons on July 22, 2025 and Amendment No. 13 to Schedule 13D filed with the SEC by the Reporting Persons on August 11, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 14, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 14 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(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. 14 is incorporated by reference herein. Such information sets forth, as of September 8, 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. 14 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 43,711,544 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 37,509,155 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. 13 to Schedule 13D on August 11, 2025. On September 5, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.09 to $7.80, for a volume-weighted average price per share of $7.3799. On September 4, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.33 to $8.0408, for a volume-weighted average price per share of $7.6011, and Bitfury Top HoldCo sold 100,000 shares of Common Stock at prices ranging from $7.35 to $7.96, for a volume-weighted average price per share of $7.5871. On September 3, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $8.02 to $8.70, for a volume-weighted average price per share of $8.3014. On September 2, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.895 to $8.34, for a volume-weighted average price per share of $8.1335. On August 29, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.00 to $8.0923, for a volume-weighted average price per share of $7.4331. On August 28, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $7.0084 to $7.31, for a volume-weighted average price per share of $7.1091. On August 27, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.9603 to $7.2264, for a volume-weighted average price per share of $7.0726. On August 26, 2025, V3 sold 600,000 shares of Common Stock at prices ranging from $6.50 to $7.125, for a volume-weighted average price per share of $6.8306, and Bitfury Top HoldCo sold 100,000 shares of Common Stock at prices ranging from $6.4927 to $6.8577, for a volume-weighted average price per share of $6.6913.
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 September 8, 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:	09/08/2025

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	09/08/2025

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/08/2025

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	09/08/2025

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Vavilovs Valerijs
Date:	09/08/2025