Large owner V3 Holding Ltd sold $47,912,485 worth of shares (1,800,000 units at $26.62) (SEC Form 4)
$CIFR
Finance: Consumer Services
Finance
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Cipher Digital Inc. [ CIFR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 06/03/2026 | S | 1,146,445 | D | $26.28(1) | 60,170,249 | I | See Footnote(4)(5) | ||
| Common Stock | 06/03/2026 | S | 624,715 | D | $27.17(2) | 59,545,534 | I | See Footnote(4)(5) | ||
| Common Stock | 06/03/2026 | S | 28,840 | D | $28.1(3) | 59,516,694 | I | See Footnote(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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) | (6)(7)(8) | 06/02/2026 | J(6)(7)(8) | 2,000,000 | (6)(7)(8) | (6)(7)(8) | Common Stock | 2,000,000 | (6)(7)(8) | 2,000,000 | I | See Footnote(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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] |
| 5. [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. |
| 6. 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] |
| 7. [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] |
| 8. [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). |
| 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." |
| Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren | 06/04/2026 | |
| Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren | 06/04/2026 | |
| Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs | 06/04/2026 | |
| Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs | 06/04/2026 | |
| Valerijs Vavilovs, By: /s/ Valerijs Vavilovs | 06/04/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||