SCHEDULE: Cipher Digital Inc. Stakeholder Adjusts Holdings

Bitfury entities and Valerijs Vavilovs have amended their Schedule 13D filing to disclose a new forward contract involving up to 5.67 million shares of Cipher Digital Inc. common stock.

Summary

• This filing is an amendment to a previous Schedule 13D, updating disclosures regarding beneficial ownership of Cipher Digital Inc. common stock.
• The primary update concerns a variable prepaid forward sale contract entered into by V3 Holding Ltd. on May 11, 2026, with an unaffiliated third-party dealer.
• Under this contract, V3 Holding Ltd. may deliver up to 5,675,984 shares of Cipher Digital Inc. common stock in six tranches between April 1, 2027, and June 10, 2027.
• In exchange for entering the contract, V3 Holding Ltd. received a cash payment of $100.0 million.
• V3 Holding Ltd. has pledged 5,675,984 shares of common stock to secure its obligations under the contract.
• The number of shares to be delivered depends on the closing price of Cipher Digital Inc. common stock relative to a floor price of $21.4332 and a cap price of $32.1498.
• V3 Holding Ltd. retains economic and voting rights in the pledged shares during the contract term, provided no default occurs.
• As of May 11, 2026, the reporting persons collectively beneficially own shares representing 15% of Cipher Digital Inc.'s outstanding common stock (61,316,694 shares).
• Bitfury Top HoldCo B.V. beneficially owns 7.4% (30,443,382 shares), and Bitfury Holding B.V. beneficially owns 1.2% (4,821,560 shares).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it discloses a financial transaction that monetizes part of a holding but does not fundamentally alter the reporting persons' long-term stake or indicate a change in strategic intent beyond managing their position.

Positives

• V3 Holding Ltd. received a $100.0 million cash payment upon entering the forward contract.
• V3 Holding Ltd. retains economic and voting rights in the pledged shares, allowing continued participation in potential upside.
• The reporting persons collectively hold a significant stake (15%) in Cipher Digital Inc., indicating continued strategic interest.

Negatives

• V3 Holding Ltd. has an obligation to deliver up to 5,675,984 shares, which could reduce its future holdings.
• The delivery of shares is contingent on market prices, potentially leading to a higher effective sale price if the stock rises significantly.
• The pledged shares are subject to default provisions, which could lead to forfeiture.

Risks

• The number of shares V3 Holding Ltd. must deliver is variable and dependent on the future stock price, creating uncertainty.
• If the stock price falls below the floor price, V3 Holding Ltd. will deliver a fixed number of shares (945,998 per tranche), potentially at a price higher than the market.
• If the stock price exceeds the cap price, V3 Holding Ltd. will deliver a reduced number of shares, effectively capping its profit on those shares.
• The pledge of shares creates a risk of forfeiture if V3 Holding Ltd. defaults on its obligations under the forward contract.

Future Outlook

The V3 Forward Contract outlines future obligations for V3 Holding Ltd. to deliver shares between April 2027 and June 2027, with the exact number of shares dependent on the stock's market price at those times. V3 Holding Ltd. retains economic and voting rights in the pledged shares during this period.

Industry Context

StockSavvy.ai notes that the use of forward contracts by significant shareholders is a common strategy to monetize a portion of their holdings while retaining some upside potential, often used to diversify or manage liquidity without immediately selling shares on the open market.

Stakeholder Impact

• Shareholders: The forward contract may influence the supply of shares in the market between April 2027 and June 2027, potentially impacting price. The retention of voting rights by V3 Holding Ltd. means their influence on corporate matters remains.
• Creditors: No direct impact mentioned.
• Employees: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Customers: No direct impact mentioned.

Next Steps

• V3 Holding Ltd. will monitor the stock price of Cipher Digital Inc. leading up to the six maturity dates between April 2027 and June 2027.
• V3 Holding Ltd. will determine the number of shares to deliver based on the Settlement Price on each maturity date.
• The pledged shares will be delivered or returned based on the fulfillment of V3 Holding Ltd.'s obligations under the V3 Forward Contract.

Key Dates

Recommendation

This filing is primarily a disclosure of a financial transaction by a significant shareholder, not an operational update or earnings report. While the forward contract involves a large number of shares and could impact future supply, it does not provide new information about the company's performance or strategic direction that would warrant a change in investment recommendation. Existing holders should continue to monitor the company's fundamentals.

Keywords

Schedule 13D, Cipher Digital Inc., Bitfury, V3 Holding Ltd., Forward Contract, Shareholder, Beneficial Ownership, SEC Filing, Securities, Stock