V3 Holding Ltd - 13 May 2026 Form 4 Insider Report for Cipher Digital Inc. (CIFR)

Reporting relationship: 10%+ Owner
Issuer ticker: CIFR
Reported as of: 13 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 18 May 2026, 08:38:30 UTC
Prior SEC filing: 13 May 2026
Next SEC filing: 04 Jun 2026
Source filing: View source filing
Reporting owner signature: Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren

Key filing fact

V3 Holding Ltd filed Form 4 for Cipher Digital Inc. (CIFR) on 18 May 2026.

Key facts

This page summarizes V3 Holding Ltd's Form 4 filing for Cipher Digital Inc. (CIFR).
2 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 18 May 2026, 08:38.

Change

Previous filing in this sequence was filed on 13 May 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (5)

CIK 0001887845 Primary reporting owner

V3 Holding Ltd

Relationship: 10%+ Owner
Address: 4TH FL HARBOUR PL 103 S CHURCH ST, 10240, GRAND CAYMAN, CAYMAN ISLANDS
Signature: Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren
Signature date: 18 May 2026

CIK 0001884407

Bitfury Top HoldCo B.V.

Relationship: 10%+ Owner
Address: STRAWINSKYLAAN 3051, AMSTERDAM, NETHERLANDS
Signature: Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren
Signature date: 18 May 2026

CIK 0001887853

Bitfury Holding B.V.

Relationship: 10%+ Owner
Address: STRAWINSKYLAAN 3051, AMSTERDAM, NETHERLANDS
Signature: Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs
Signature date: 18 May 2026

CIK 0001887811

Vavilovs Valerijs

Relationship: 10%+ Owner
Address: 2102 CHEDDAR CHEESE TOWER, PO BOX 712650, DUBAI, UNITED ARAB EMIRATES
Signature: Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs
Signature date: 18 May 2026

CIK 0001887872

Bitfury Group Ltd

Relationship: 10%+ Owner
Address: FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE, LONDON, UNITED KINGDOM
Signature: Valerijs Vavilovs, By: /s/ Valerijs Vavilovs
Signature date: 18 May 2026

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +2,812,863
Change %
Price
Shares after: 2,812,863
Date: 13 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,812,863
Exercise price
Footnotes: F1, F2, F3, F4

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +2,812,863
Change %
Price
Shares after: 2,812,863
Date: 13 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,812,863
Exercise price
Footnotes: F1, F2, F3, F4

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +2,812,863
Change %
Price
Shares after: 2,812,863
Date: 13 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,812,863
Exercise price
Footnotes: F1, F2, F3, F4

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +2,812,863
Change %
Price
Shares after: 2,812,863
Date: 13 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,812,863
Exercise price
Footnotes: F1, F2, F3, F4

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +2,812,863
Change %
Price
Shares after: 2,812,863
Date: 13 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,812,863
Exercise price
Footnotes: F1, F2, F3, F4

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +4,433,735
Change %
Price
Shares after: 4,433,735
Date: 15 May 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 4,433,735
Exercise price
Footnotes: F4, F5, F6, F7

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +4,433,735
Change %
Price
Shares after: 4,433,735
Date: 15 May 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 4,433,735
Exercise price
Footnotes: F4, F5, F6, F7

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +4,433,735
Change %
Price
Shares after: 4,433,735
Date: 15 May 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 4,433,735
Exercise price
Footnotes: F4, F5, F6, F7

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +4,433,735
Change %
Price
Shares after: 4,433,735
Date: 15 May 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 4,433,735
Exercise price
Footnotes: F4, F5, F6, F7

CIFR transaction Derivative

Forward sale contract (obligation to sell)

Other

Transaction value
Shares: +4,433,735
Change %
Price
Shares after: 4,433,735
Date: 15 May 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 4,433,735
Exercise price
Footnotes: F4, F5, F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

On May 13, 2026, V3 Holding Limited ("V3") entered into a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,812,863 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 468,811 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Forward Contract (April 8, 2027, April 22, 2027, May 6, 2027, May 20, 2027, June 3, 2027 and June 17, 2027), for an aggregate amount of up to 2,812,863 shares. In exchange for assuming this obligation, V3 received a cash payment of $50.0 million in connection with the entry into the Forward Contract. The reporting person pledged 2,812,863 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued]

Footnote F2

[Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the six maturity dates is to be determined as follows: (a) if the closing price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.1613 (the "Floor Price"), the reporting person will deliver to the Dealer 468,811 shares; (b) if the Settlement Price is between the Floor Price and $31.7420 (the "Cap Price"), the reporting person will deliver to the Dealer a number of shares of Common Stock having a value (based on the then market price) equal to $9.9 million; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Dealer a number of shares of Common Stock equal to 468,811 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $4.9 million. [Continued]

Footnote F3

[Cont.] V3 will retain economic and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the Forward Contract or the related pledge agreement).

Footnote F4

Bitfury Group Limited ("BGL") is the sole owner of Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo"), and V3 Holding Limited ("V3") is the majority owner of BGL. Valerijs Vavilovs is the sole owner of V3. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the securities 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.

Footnote F5

On May 15, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with the Dealer covering a maximum of 4,433,735 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 738,956 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Bitfury Forward Contract (June 24, 2027, July 1, 2027, July 8, 2027, July 15, 2027,July 22, 2027 and July 29, 2027)), for an aggregate amount of up to 4,433,735 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $81.2 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 4,433,735 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued]

Footnote F6

[Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the six maturity dates is to be determined as follows: (a) if the closing price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.8071 (the "Floor Price"), the reporting person will deliver to the Dealer 738,956 shares; (b) if the Settlement Price is between the Floor Price and $32.7107 (the "Cap Price"), the reporting person will deliver to the Dealer a number of shares of Common Stock having a value (based on the then market price) equal to $21.8 million; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Dealer a number of shares of Common Stock equal to 738,956 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.9 million. [Continued]

Footnote F7

[Cont.] Bitfury Top HoldCo will retain economic and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the Forward Contract or the related pledge agreement).