SCHEDULE: Bitfury Entities Reduce Cipher Mining Stake to 9.2%

Bitfury Top HoldCo B.V. and related entities have significantly reduced their beneficial ownership in Cipher Mining Inc. through recent open market sales.

Summary

• This is Amendment No. 16 to the Schedule 13D for Cipher Mining Inc., updating beneficial ownership information.
• The reporting persons include Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, V3 Holding Ltd, and Valerijs Vavilovs.
• As of September 25, 2025, Bitfury Top HoldCo B.V. beneficially owns 36,028,564 shares, representing 9.2% of Cipher Mining's Common Stock.
• Bitfury Holding B.V. beneficially owns 4,821,560 shares, representing 1.2% of the Common Stock.
• Bitfury Group Ltd beneficially owns 36,028,564 shares, representing 9.2% of the Common Stock.
• V3 Holding Ltd and Valerijs Vavilovs beneficially own 71,437,719 shares, representing 18.2% of the Common Stock.
• The beneficial ownership percentages are based on 393,282,654 shares of Common Stock outstanding as of August 6, 2025.
• Bitfury Top HoldCo B.V. engaged in open market sales of 8,004,540 shares of Common Stock between September 18, 2025, and September 25, 2025.
• Sales prices for these transactions ranged from $11.4337 to $15.52 per share, with volume-weighted average prices per share ranging from $11.7859 to $14.4084.

Sentiment

Score: 3

Explanation: The filing indicates significant selling pressure from a major beneficial owner, which is generally a negative signal for the stock. While the filing itself is purely factual, the action described suggests a bearish sentiment from the reporting persons.

Negatives

• A significant reduction in beneficial ownership by key reporting persons, particularly Bitfury Top HoldCo B.V., through substantial open market sales.
• Bitfury Top HoldCo sold a total of 8,004,540 shares of Common Stock between September 18, 2025, and September 25, 2025, indicating a consistent divestment strategy.

Risks

• Potential negative market perception due to a significant shareholder reducing its stake, which could signal a lack of confidence or a shift in investment strategy.
• Increased selling pressure on Cipher Mining Inc.'s stock due to the large volume of shares sold by the reporting persons.

Future Outlook

NA

Industry Context

This filing reflects a significant shareholder's decision to reduce its exposure to Cipher Mining Inc., a company operating in the cryptocurrency mining sector. Such divestments by early investors or strategic partners can sometimes precede broader industry shifts or reflect specific company performance concerns, though the filing itself does not provide explicit reasons for the sales.

Related Party Transactions

• The filing details the ownership structure where Bitfury Holding B.V. is solely owned by Bitfury Top HoldCo B.V., which is solely owned by Bitfury Group Ltd, which is majority-owned by V3 Holding Ltd, which is solely owned by Valerijs Vavilovs. This establishes the related party nature of the reporting group, with sales primarily conducted by Bitfury Top HoldCo B.V.

Stakeholder Impact

• Shareholders: Existing shareholders may experience downward pressure on the stock price due to increased supply from the sales and potential negative sentiment from a major holder's divestment.
• Company Management: May face questions regarding the reasons for the significant shareholder's reduction in stake and its implications for future strategic partnerships or investor relations.

Key Dates

Recommendation

The consistent and substantial open market sales by a significant beneficial owner, Bitfury Top HoldCo B.V., indicate a lack of conviction or a strategic divestment. Such actions by a major insider or early investor often precede or contribute to downward pressure on the stock price. For a seasoned investor, this signals a potential negative outlook from a well-informed party, suggesting a 'sell' recommendation to mitigate potential losses or reallocate capital.

Keywords

Cipher Mining Inc., CM, SEC filing, Schedule 13D, beneficial ownership, share sales, Bitfury, Valerijs Vavilovs, institutional selling, stock divestment, cryptocurrency mining