SCHEDULE: Bitfury Top HoldCo Enters $94.6M Forward Sale Contract

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

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 B.V. received a cash payment of $94.6 million in connection with entering the contract.
• The reporting person pledged 5,520,000 shares of Common Stock to secure its obligations under the contract.
• Shares are to be delivered in three tranches of 1,840,000 shares each, on October 2, 2026, October 30, 2026, and December 7, 2026.
• The number of shares delivered per tranche depends on the Settlement Price relative to a Floor Price of $21.4439 and a Cap Price of $37.5268.
• Bitfury Top HoldCo B.V. retains economic and voting rights in the pledged shares during the term of the pledge, provided no event of default occurs.
• As of the filing date, Bitfury Top HoldCo B.V. beneficially owns 30,443,382 shares (7.7% of the class), and Valerijs Vavilovs, through V3 Holding Ltd, beneficially owns 61,316,694 shares (15.5% of the class).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive for the reporting person as they secured significant liquidity. For the issuer, it's neutral as it's a shareholder transaction, but the future delivery of shares could be perceived as a potential overhang, balanced by the fact that voting rights are retained for now.

Positives

• Bitfury Top HoldCo B.V. received a significant cash payment of $94.6 million, providing immediate liquidity.
• The variable prepaid forward contract allows Bitfury Top HoldCo B.V. to monetize a portion of its stake while retaining voting and economic rights in the pledged shares until maturity, subject to contract terms.

Negatives

• The transaction represents a future reduction in Bitfury Top HoldCo B.V.'s direct shareholding in Cipher Mining Inc. by up to 5,520,000 shares.
• The pledged shares are subject to the terms of the forward contract and related pledge agreement, which could lead to loss of control or delivery obligations under certain market conditions.

Risks

• The number of shares to be delivered by Bitfury Top HoldCo B.V. on each maturity date is variable and depends on the closing price of Cipher Mining Inc. Common Stock (Settlement Price).
• If the Settlement Price is between the Floor Price ($21.4439) and the Cap Price ($37.5268), Bitfury Top HoldCo B.V. will deliver shares with a value of $39.5 million.
• If the Settlement Price is greater than the Cap Price ($37.5268), Bitfury Top HoldCo B.V. will deliver 1,840,000 shares minus shares with a value of $29.6 million.
• An event of default or similar event under the Bitfury Top HoldCo Forward Contract or related pledge agreement could impact Bitfury Top HoldCo B.V.'s retained economic and voting rights in the pledged shares.

Future Outlook

Bitfury Top HoldCo B.V. has an obligation to deliver up to 5,520,000 shares of Cipher Mining Inc. Common Stock in three tranches during October and December 2026, with the exact number of shares dependent on the stock's market price at maturity. The reporting person will retain economic and voting rights in the pledged shares until delivery, assuming no default.

Industry Context

Variable prepaid forward contracts are common instruments used by large shareholders to monetize a portion of their equity stake, raise capital, or hedge against price declines, while deferring the actual sale and potentially retaining some upside participation or voting rights for a period. This transaction indicates a strategic move by a significant shareholder to manage its investment in Cipher Mining Inc.

Comparison to Industry Standards

• This type of variable prepaid forward contract is a standard financial instrument used by large shareholders to achieve liquidity or hedge positions without immediately selling shares.
• Similar transactions have been observed across various industries where founders or early investors seek to diversify or raise capital against their concentrated equity holdings.
• The structure, including floor and cap prices, is typical for managing risk and reward profiles in such agreements, allowing for different outcomes based on the underlying stock's performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The future delivery of up to 5,520,000 shares by a major shareholder could be perceived as a potential increase in the float or selling pressure when the shares are eventually delivered, although the immediate impact is limited as voting and economic rights are retained.
• Bitfury Top HoldCo B.V.: Benefits from immediate liquidity of $94.6 million while managing its exposure to Cipher Mining Inc. stock.

Next Steps

• Bitfury Top HoldCo B.V. is obligated to deliver shares in three tranches on October 2, 2026, October 30, 2026, and December 7, 2026, based on the settlement price formula.

Key Dates

Keywords

Cipher Mining Inc., Bitfury Top HoldCo B.V., Schedule 13D Amendment, variable prepaid forward sale contract, common stock, beneficial ownership, pledged shares, liquidity, share monetization