SCHEDULE: Cipher Digital Inc. Stakeholders Enter Forward Contracts

Several entities associated with Bitfury have entered into variable prepaid forward sale contracts for Cipher Digital Inc. common stock, securing significant cash payments while pledging shares.

Summary

• Amendment No. 22 to Schedule 13D has been filed for Cipher Digital Inc. (Issuer) common stock.
• V3 Holding Ltd. entered into an Additional V3 Forward Contract on May 13, 2026, with an unaffiliated dealer, covering up to 2,812,863 shares of Common Stock.
• V3 Holding Ltd. received $50.0 million in cash for this contract and pledged 2,812,863 shares as security.
• Bitfury Top HoldCo B.V. entered into a Top HoldCo Forward Contract on May 15, 2026, with the same dealer, covering up to 4,433,735 shares of Common Stock.
• Bitfury Top HoldCo B.V. received $81.2 million in cash for this contract and pledged 4,433,735 shares as security.
• Both contracts involve variable delivery of shares based on the Settlement Price relative to Floor and Cap Prices, with delivery occurring in six tranches between April 2027 and July 2027.
• The reporting persons retain economic and voting rights in the pledged shares, provided no event of default occurs.
• The filing also lists previous amendments to the Schedule 13D, with the most recent prior amendment filed on May 13, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents a financial transaction to raise capital and manage equity exposure rather than a direct reflection of the company's operational performance or future prospects.

Positives

• Significant cash inflows of $50.0 million for V3 Holding Ltd. and $81.2 million for Bitfury Top HoldCo B.V. from forward contracts.
• Reporting persons retain economic and voting rights in the pledged shares, allowing continued participation in potential stock appreciation.
• The forward contracts provide a mechanism for managing equity exposure while securing immediate liquidity.

Negatives

• A substantial number of shares (up to 2,812,863 for V3 and 4,433,735 for Bitfury Top HoldCo) are pledged as security for these forward contracts.
• The delivery of shares is variable and dependent on the future stock price, potentially leading to a higher number of shares delivered if the price is below the cap.
• The terms of the forward contracts introduce complexity and potential for future share delivery obligations.

Risks

• The settlement price of Cipher Digital Inc. common stock could fall below the floor price, requiring the delivery of a fixed number of shares, potentially at a loss relative to the initial cash received.
• If the settlement price exceeds the cap price, a reduced number of shares will be delivered, but the economic benefit of the upside beyond the cap might be limited by the contract terms.
• Events of default under the forward contracts or pledge agreements could lead to forfeiture of pledged shares.
• The large number of shares involved in these contracts could influence market dynamics if they are eventually delivered.

Future Outlook

The forward contracts have maturity dates extending through July 2027, at which point the final delivery of shares will be determined based on the prevailing stock prices.

Industry Context

StockSavvy.ai notes that the use of variable prepaid forward contracts is a common financial strategy for significant shareholders to monetize their holdings or raise capital without immediately selling shares on the open market, especially in volatile or growth-oriented sectors.

Stakeholder Impact

• Shareholders: The pledging of a significant number of shares could impact the available float and potentially influence share price dynamics. Continued voting and economic rights retention by the pledgers mitigates immediate dilution of control.
• Creditors: The forward contracts and pledged shares represent a form of financial obligation for the reporting persons, which could be relevant to their overall financial health.
• Company Management: The transactions do not directly involve the company's operations but reflect strategic financial management by major stakeholders.

Next Steps

• Delivery of shares in tranches according to the terms of the forward contracts between April 2027 and July 2027.
• Monitoring of Cipher Digital Inc.'s stock price to determine the exact number of shares to be delivered at each maturity date.

Key Dates

Keywords

Schedule 13D, Cipher Digital Inc., Bitfury, Forward Contract, Share Pledging, Equity Derivatives, SEC Filing, V3 Holding Ltd., Bitfury Top HoldCo B.V., Securities Trading