Key facts
- This page summarizes V3 Holding Ltd's Form 4 filing for Cipher Digital Inc. (CIFR).
- 4 reported transactions and 5 derivative rows are listed below.
- Accepted by SEC: 04 Jun 2026, 17:16.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Other
Other
Other
Other
Other
Additional SEC filing notes
Footnote F1
The price reported in Column 4 represents a weighted average sales price of $26.2779. These shares were sold in multiple transactions at prices ranging from $25.8199 to $26.8196, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 3 of this Form 4.
Footnote F2
The price reported in Column 4 represents a weighted average sales price of $27.1708. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.816, inclusive.
Footnote F3
The price reported in Column 4 represents a weighted average sales price of $28.09. These shares were sold in multiple transactions at prices ranging from $27.8226 to $28.2501, inclusive.
Footnote F4
Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 23,821,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 30,873,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]
Footnote F5
[Cont.] 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 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 F6
On June 2, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,000,000 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 500,000 shares of Common Stock in each of four tranches within one business day after each of the four maturity dates of the Bitfury Forward Contract (May 14, 2027, May 21, 2027, May 28, 2027 and June 4, 2027)), for an aggregate amount of up to 2,000,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $41.9 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued]
Footnote F7
[Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the four maturity dates is to be determined as follows: (a) if the daily volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $24.8655 (the "Floor Price"), the reporting person will deliver to the Dealer 500,000 shares; (b) if the Settlement Price is between the Floor Price and $37.2982 (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 $12.4 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 500,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $6.2 million. [Continued]
Footnote F8
[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).
SEC remarks
The Form 4 filed by the Reporting Persons on May 18, 2026 (the "Prior Form 4") is amended as follows: The reference to "$21.8 million" in clause (b) of footnote 6 of the Prior Form is hereby changed to "$16.1 million" and the reference to "$10.9 million" in clause (c) of footnote 6 of the prior Form 4 is hereby changed to "$8.1 million."