SEC Form 4 · accession 0001123292-26-000815
Cipher Digital Inc. · CIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bitfury Top HoldCo B.V.
10% Owner
Valerijs Vavilovs
10% Owner
V3 Holding Ltd
10% Owner
Bitfury Holding B.V.
10% Owner
Bitfury Group Ltd
10% Owner
Period of report
Jun 4, 2026
Accepted (ET)
Jun 8, 2026 · 4:35 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001819989
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Jun 4, 2026 | S | 977,578 | $25.35 | D | 58,539,116 | I | See Footnote |
| Common StockF2,F3,F4 | Jun 4, 2026 | S | 222,422 | $26.10 | D | 58,316,694 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 represents a weighted average sales price of $25.3498. These shares were sold by Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") in multiple transactions at prices ranging from $25.00 to $25.9993, 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 and 2 of this Form 4.
- F2The price reported in Column 4 represents a weighted average sales price of $26.0983. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.2929, inclusive.
- F3Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 22,621,822 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]
- F4[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.