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

Rhea-AI Filing Summary

Health Catalyst, Inc. (NASDAQ: HCAT) reported the results of its July 9, 2025 Annual Meeting on Form 8-K. A quorum of 53,125,841 shares (76.3% of the 69,601,233 shares outstanding) was present. All four proposals on the ballot passed with solid majorities.

• Board elections: Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for three-year terms ending in 2028. Support levels differed markedly: Gallagher received 37.1 million ‘for’ votes (79.8% support) versus 9.4 million withheld, while Dr. Hoggard Green secured 45.3 million ‘for’ votes (97.4% support).
• Auditor ratification: Ernst & Young LLP was ratified as independent auditor for FY 2025 with 53.1 million ‘for’ votes (99.9% support).
• Say-on-pay: Compensation of named executive officers was approved with 45.0 million ‘for’ votes (96.7% support).
• Governance reform: Shareholders backed an advisory resolution (99.2% support) asking the board to initiate action to declassify itself, signaling a strong preference for annual director elections.

No other material transactions, financial results or strategic announcements were disclosed in this filing. The outcome strengthens the company’s corporate governance profile, though the relatively higher dissent (20.2%) against Mr. Gallagher suggests targeted shareholder concerns. Overall, the filing is routine and is unlikely to move the stock materially absent further action on declassification.

Insights

Corporate Governance Expert

TL;DR: All proposals passed; overwhelming support for declassification improves governance, though 20% dissent for one director signals specific investor concern.

The most consequential item is the 99% vote urging the board to declassify itself. If implemented, this would transition HCAT to annual director elections, aligning with best-practice governance and enhancing board accountability. Auditor ratification and say-on-pay both cleared with near-unanimous support, suggesting comfort with financial oversight and compensation structures. The lone red flag is Duncan Gallagher’s 20% withheld vote—well above typical mid-single-digit dissent—which could prompt engagement on performance or independence issues. Because the filing contains no operational or financial data, the immediate market impact is neutral, yet follow-through on declassification could incrementally improve HCAT’s ESG profile and valuation multiples.

Portfolio Manager

TL;DR: Routine AGM results; high governance support, minimal financial implications—stock impact expected to be negligible.

From a portfolio perspective, the 8-K is largely housekeeping. All management-supported resolutions passed comfortably, removing headline risk. The strong mandate to declassify the board is positive for long-term governance but does not alter near-term cash flows or guidance. Divergent support for the two directors is worth monitoring but unlikely to affect strategic execution. With no earnings data or outlook changes, I classify the filing as non-impactful to valuation or trading stance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

07/08/2025

(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)

13.1 %

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)

1.3 %

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)

13.1 %

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 95,367,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 95,367,437.00

11

Aggregate amount beneficially owned by each reporting person

95,367,437.00

12

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

13

Percent of class represented by amount in Row (11)

25.7 %

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

GEORGIA (COUNTRY)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 95,367,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 95,367,437.00

11

Aggregate amount beneficially owned by each reporting person

95,367,437.00

12

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

13

Percent of class represented by amount in Row (11)

25.7 %

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. 11 ("Amendment No. 11") 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 and Amendment No. 10 to Schedule 13D filed with the SEC by the Reporting Persons on November 12, 2024 (the "Original Schedule 13D," and as amended by Amendment No. 11, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(b)	Item 2(b) of the Schedule 13D is hereby amended and restated to read as follows: (b) Residence or business address of each of the Reporting Persons is as follows: a. Bitfury Holding: Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands; b. Bitfury Top HoldCo: Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands; c. BGL: Fieldfisher Riverbank House, 2 Swan Lane, London, United Kingdom EC4R 3TT; d. V3: Harneys Fiduciary (Cayman) Limited, 4th Floor Harbour Place, 103 South Church Street, PO Box 10240, George Town, Grand Cayman KY1-1002, Cayman Islands; and e. Valerijs Vavilovs: 2102 Cheddar Cheese Tower, PO Box 712650, Dubai, UAE.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On July 8 and 9, 2025, V3 sold an aggregate of 1,200,000 shares of Common Stock on the open market at an average price of $6.13 per share. These shares represent 2.6% of V3's direct holdings of Common Stock and the sales are part of V3 and Mr. Vavilov's previously disclosed, disciplined, long-term strategy to support personal initiatives for diversification and philanthropy. As of the date of this Amendment No. 11, and as a non-insider shareholder with no involvement in management or representation on the Issuer's board of directors, V3 and Mr. Vavilov are currently committed to a careful, gradual approach of selling on the open market from time to time, with a threshold of not exceeding 5% of the Issuer's average daily trading volume on any given day. The timing and quantity of future sales, if any, will depend on market conditions, the trading price of the Common Stock, and its volume. This disciplined approach reflects V3 and Mr. Vavilov's confidence in the Issuer's long-term growth and stability, and these sales are not indicative of any current change in V3 and Mr. Vavilov's outlook on the Issuer's potential.
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. 11 is incorporated by reference herein. Such information sets forth, as of July 9, 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 371,213,387 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 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. 11 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 46,634,333 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: In addition to the open market sales reported in Item 4 hereto, the Reporting Persons have engaged in the following open market sales during the past sixty days. On July 2, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $5.01 to $5.685, for a volume-weighted average price per share of $5.28. On July 1, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $4.56 to $4.9902, for a volume-weighted average price per share of $4.86.
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 July 10, 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:	07/10/2025

Bitfury Holding B.V.

Signature:	/s/ Stijn Ehren
Name/Title:	Stijn Ehren, Managing Director
Date:	07/10/2025

Bitfury Group Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	07/10/2025

V3 Holding Ltd

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs, Director
Date:	07/10/2025

Vavilovs Valerijs

Signature:	/s/ Valerijs Vavilovs
Name/Title:	Valerijs Vavilovs
Date:	07/10/2025