[SCHEDULE 13G] Cipher Mining Inc. Warrant SEC Filing

Rhea-AI Filing Summary

The Vanguard Group filed Amendment 2 to Schedule 13G on 07/29/2025 disclosing its passive stake in Arcturus Therapeutics Holdings Inc. (ARCT).

• Beneficial ownership: 1,810,165 common shares.
• Percent of class: 6.67 % as of 06/30/2025.
• Voting power: Sole 0; Shared 15,960.
• Dispositive power: Sole 1,785,698; Shared 24,467.

The filing is made under Rule 13d-1(b), indicating a passive investment by an SEC-registered investment adviser. Vanguard certifies the shares were acquired in the ordinary course of business and not to influence control. The document is signed by Ashley Grim, Head of Global Fund Administration.

Positive

• Institutional validation: A 6.67 % holding by a major asset manager may increase market confidence and liquidity.

Negative

• Limited voting influence: Vanguard reports zero sole voting power, reducing the likelihood of shareholder advocacy despite its sizeable economic stake.

Insights

Portfolio Manager

TL;DR: Vanguard now owns 6.67 % of ARCT, signalling institutional support but offers limited voting influence.

This passive 13G/A confirms that Vanguards index and active funds collectively hold 1.81 M ARCT shares. A >5 % stake can attract other institutions, potentially enhancing liquidity and price stability. However, the group reports zero sole voting power and just 15,960 shares of shared votes, so it is unlikely to push for governance changes. Overall, the disclosure is noteworthy for ownership optics but does not materially alter control dynamics.

Corporate Governance Analyst

TL;DR: Passive filing; no control intentions or governance pressure implied.

The 13G certification explicitly states the shares were not acquired to influence control, aligning with Vanguards typical passive approach. The disproportion between dispositive power (1.79 M shares) and voting power (0 shares sole, 15.9 K shared) underscores a custodial structure where underlying funds, not Vanguard itself, cast votes. As such, the impact on board decisions or strategic direction is negligible.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Cipher Mining Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

17253J106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 17253J106

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 164,425.00
7	Sole Dispositive Power 19,696,003.00
8	Shared Dispositive Power 418,933.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,114,936.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.41 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cipher Mining Inc
(b)	Address of issuer's principal executive offices: 1 Vanderbilt Avenue, Floor 54, New York, NY, 10017
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 17253J106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 20114936
(b)	Percent of class: 5.41 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 164425
	(iii) Sole power to dispose or to direct the disposition of: 19696003
	(iv) Shared power to dispose or to direct the disposition of: 418933
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	07/29/2025

FAQ

How many Arcturus Therapeutics (ARCT) shares does Vanguard own?

Vanguard reports beneficial ownership of 1,810,165 common shares.

What percentage of ARCT's outstanding shares does this represent?

The stake equals 6.67 % of the company’s common stock.

Does Vanguard have voting control over its ARCT shares?

It reports 0 sole voting power and 15,960 shares of shared voting power, indicating minimal direct influence.

Is Vanguards filing an active or passive investment intent?

Filed under Rule 13d-1(b) with standard certification, the stake is passive and acquired in the ordinary course.

When was the ownership level triggering this filing reached?

The reportable event date is 06/30/2025.