Cipher Mining Inc.

11/05/2025 | Press release | Distributed by Public on 11/05/2025 16:09

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
V3 Holding Ltd
2. Issuer Name and Ticker or Trading Symbol
Cipher Mining 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)
11/03/2025
(Street)
GRAND CAYMAN, E9 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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) 11/03/2025 J(1)(2)(3) 5,415,000 (1)(2)(3) (1)(2)(3) Common Stock 5,415,000 (1)(2)(3) 5,415,000 D

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, E9 KY1-1002
X
Bitfury Top HoldCo B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX
X
Bitfury Holding B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX
X
Vavilovs Valerijs
2102 CHEDDAR CHEESE TOWER, PO BOX 712650
DUBAI, C0
X
Bitfury Group Ltd
FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE
LONDON, X0 EC4R 3TT
X

Signatures

Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 11/05/2025
**Signature of Reporting Person Date
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 11/05/2025
**Signature of Reporting Person Date
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 11/05/2025
**Signature of Reporting Person Date
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 11/05/2025
**Signature of Reporting Person Date
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 11/05/2025
**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 November 3, 2025, 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 5,415,000 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 1,805,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (September 25, 2026, October 23, 2026 and November 30, 2026), for an aggregate amount of up to 5,415,000 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 5,415,000 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 three 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 $21.4881 (the "Floor Price"), the reporting person will deliver to the Dealer 1,805,000 shares; (b) if the Settlement Price is between the Floor Price and $32.2322 (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 $38.8 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 1,805,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $19.4 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Cipher Mining Inc. published this content on November 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 05, 2025 at 22:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]