Form 4: Bitfury Top HoldCo Enters $94.6M Forward Sale Contract

Bitfury Top HoldCo, a significant shareholder in Cipher Mining, entered a variable prepaid forward sale contract for up to 5.52 million shares, receiving $94.6 million upfront.

Summary

• Bitfury Top HoldCo B.V. entered into a variable prepaid forward sale contract with an unaffiliated third-party dealer on November 14, 2025.
• The contract covers a maximum of 5,520,000 shares of Cipher Mining Inc. Common Stock.
• Bitfury Top HoldCo received a cash payment of $94.6 million upon entering the Forward Contract.
• The contract obligates Bitfury Top HoldCo to deliver up to 1,840,000 shares in each of three tranches on October 2, 2026, October 30, 2026, and December 7, 2026.
• The number of shares to be delivered on each maturity date depends on the Settlement Price relative to a Floor Price of $21.4439 and a Cap Price of $37.5268.
• Bitfury Top HoldCo pledged 5,520,000 shares of Common Stock to secure its obligations under the contract.
• Bitfury Top HoldCo retains economic and voting rights in the pledged shares during the pledge term, provided no event of default occurs.
• Valerijs Vavilovs, V3 Holding Limited, Bitfury Group Limited, and Bitfury Holding B.V. are also reporting persons due to their ownership structure related to Bitfury Top HoldCo.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for Cipher Mining's stock due to a major shareholder monetizing a significant portion of their stake, which could lead to future selling pressure. For the reporting person, it's positive due to immediate liquidity.

Positives

• Bitfury Top HoldCo received immediate cash liquidity of $94.6 million from the transaction.
• Bitfury Top HoldCo retains economic and voting rights for the pledged shares during the term of the pledge, absent a default.

Negatives

• The transaction indicates a significant shareholder (Bitfury Top HoldCo) is monetizing a portion of its stake in Cipher Mining, potentially signaling a reduction in long-term exposure.
• The future delivery of up to 5,520,000 shares could create selling pressure or dilution for existing Cipher Mining shareholders upon settlement.

Risks

• Bitfury Top HoldCo's retention of economic and voting rights in the pledged shares is contingent on no event of default or similar event occurring under the Forward Contract or related pledge agreement.

Future Outlook

Bitfury Top HoldCo is obligated to deliver up to 5,520,000 shares of Cipher Mining Common Stock in three tranches during October and December 2026, with the exact number of shares dependent on Cipher Mining's stock price at each maturity date. This indicates a planned reduction in Bitfury Top HoldCo's beneficial ownership over the next year.

Industry Context

This transaction involves a significant shareholder of a Bitcoin mining company, Cipher Mining Inc., monetizing a portion of its equity stake. Such forward sale contracts are a common mechanism for large shareholders to gain liquidity while potentially deferring capital gains taxes and retaining some upside exposure, though in this case, the structure suggests a cap on upside participation. For the broader crypto mining industry, this type of insider transaction can be viewed as a strategic financial move by a major investor, rather than a direct reflection of the operational performance of the issuer.

Related Party Transactions

• The Forward Contract was entered into with an unaffiliated third-party dealer.
• Valerijs Vavilovs, V3 Holding Limited, Bitfury Group Limited, and Bitfury Holding B.V. are deemed to share beneficial ownership of the securities due to their hierarchical ownership structure, with Valerijs Vavilovs being the ultimate sole owner of V3, which is the majority owner of Bitfury Group Limited, which is the sole owner of Bitfury Top HoldCo.

Stakeholder Impact

• Shareholders of Cipher Mining Inc. may experience potential future dilution or selling pressure on the stock as up to 5,520,000 shares are delivered to the dealer over three tranches in late 2026.
• Bitfury Top HoldCo, as a significant shareholder, gains substantial immediate liquidity from the transaction.

Next Steps

• Delivery of up to 1,840,000 shares of Common Stock to the dealer on October 2, 2026.
• Delivery of up to 1,840,000 shares of Common Stock to the dealer on October 30, 2026.
• Delivery of up to 1,840,000 shares of Common Stock to the dealer on December 7, 2026.

Key Dates

Keywords

Cipher Mining, CIFR, Bitfury, Forward Sale Contract, Variable Prepaid Forward, Beneficial Ownership, Insider Transaction, Share Monetization, Equity Derivatives, SEC Form 4