Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * V3 Holding Ltd 2. Issuer Name and Ticker or Trading Symbol Cipher Digital Inc. [CIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4TH FL HARBOUR PL 103 S CHURCH ST, 10240 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2026 (Street) GRAND CAYMAN KY1-1002 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward sale contract (obligation to sell)

(1)(2)(3)

05/11/2026

J(1)(2)(3)

5,675,984

(1)(2)(3)

(1)(2)(3)

Common Stock

5,675,984

(1)(2)(3)

5,675,984

D(4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
V3 Holding Ltd 4TH FL HARBOUR PL 103 S CHURCH ST, 10240 GRAND CAYMAN KY1-1002		X
Bitfury Top HoldCo B.V. STRAWINSKYLAAN 3051 AMSTERDAM 1077 ZX		X
Bitfury Holding B.V. STRAWINSKYLAAN 3051 AMSTERDAM 1077 ZX		X
Vavilovs Valerijs 2102 CHEDDAR CHEESE TOWER, PO BOX 712650 DUBAI		X
Bitfury Group Ltd FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE LONDON EC4R 3TT		X

Signatures

Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren		05/13/2026
**Signature of Reporting Person		Date
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren		05/13/2026
**Signature of Reporting Person		Date
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs		05/13/2026
**Signature of Reporting Person		Date
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs		05/13/2026
**Signature of Reporting Person		Date
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs		05/13/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 11, 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 5,675,984 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 945,998 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 1, 2027, April 15, 2027, April 29, 2027, May 13, 2027, May 27, 2027 and June 10, 2027), for an aggregate amount of up to 5,675,984 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million in connection with the entry into the Forward Contract. The reporting person pledged 5,675,984 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued]
(2)	[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 $21.4332 (the "Floor Price"), the reporting person will deliver to the Dealer 945,998 shares; (b) if the Settlement Price is between the Floor Price and $32.1498 (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 $20.3 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 945,998 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.1 million. [Continued]
(3)	[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).
(4)	Valerijs Vavilovs is the sole owner of V3. As a result, Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3.

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