Form 4: Cipher Mining 10% Owner Schedules Major Stock Sales

V3 Holding Ltd and affiliated entities, a 10% owner and director group of Cipher Mining Inc., have filed a Form 4 detailing pre-scheduled sales of over 5.5 million common shares under a Rule 10b5-1 plan in late September 2025.

Summary

• V3 Holding Ltd, along with related entities Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, and Valerijs Vavilovs, reported planned sales of Cipher Mining Inc. (CIFR) common stock.
• The transactions are scheduled to occur on September 26, 2025, September 29, 2025, and September 30, 2025.
• A total of 5,585,182 shares of common stock are planned to be disposed of across five separate transactions.
• The sales are being conducted under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than opportunistic selling.
• Weighted average sales prices for these transactions range from $11.5259 to $12.5200 per share.
• Following these planned transactions, the reporting persons' indirect beneficial ownership will decrease to 65,852,537 shares.
• The complex beneficial ownership structure involves V3 Holding Limited directly holding 35,409,155 shares, Bitfury Top HoldCo B.V. holding 25,621,822 shares, and Bitfury Holding B.V. holding 4,821,560 shares, with Valerijs Vavilovs being the sole owner of V3 and having deemed beneficial ownership across the Bitfury entities.

Sentiment

Score: 4

Explanation: The planned sale of over 5.5 million shares by a significant insider group, even under a Rule 10b5-1 plan, represents a substantial reduction in ownership and can be perceived as a negative signal regarding future prospects or valuation, leading to a cautious to negative sentiment.

Positives

• The sales are conducted under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading allegations, indicating pre-planned divestment rather than opportunistic selling based on non-public information.

Negatives

• The planned sale of over 5.5 million shares by a significant insider group (10% owner and director) represents a substantial reduction in their ownership stake.
• Significant insider selling, even if pre-planned, can be perceived negatively by the market, potentially signaling a lack of confidence in future growth or a need for liquidity by the selling parties.

Future Outlook

The filing details pre-scheduled sales of common stock under a Rule 10b5-1 plan, indicating a planned reduction in insider ownership over specific dates in late September 2025. No other forward-looking statements or guidance are provided.

Management Comments

• Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., signed the filing.
• Stijn Ehren, Managing Director of Bitfury Holding B.V., signed the filing.
• Valerijs Vavilovs, Director of Bitfury Group Limited, signed the filing.
• Valerijs Vavilovs, Director of V3 Holding Limited, signed the filing.
• Valerijs Vavilovs signed the filing in his individual capacity.

Industry Context

This Form 4 filing reports specific insider transactions and does not provide broader industry context. However, significant insider selling, even if pre-planned, can be watched by the market as a signal, particularly in the cryptocurrency mining sector where investor sentiment can be volatile.

Related Party Transactions

• The reported sales of common stock are related party transactions, as they involve a 10% owner and director group (V3 Holding Ltd and its affiliates, including Valerijs Vavilovs) of Cipher Mining Inc.

Stakeholder Impact

• Shareholders may perceive the significant planned insider selling as a negative indicator, potentially leading to downward pressure on the stock price.
• The reduction in insider ownership could be interpreted as a decrease in alignment between management/major shareholders and common shareholders' interests.

Key Dates

Recommendation

The planned sale of over 5.5 million shares by a significant insider group, even under a Rule 10b5-1 plan, represents a substantial divestment. While pre-planned, such a large reduction in insider ownership can signal a lack of strong conviction in the company's future growth or valuation at current levels, prompting a seasoned investor to consider reducing their position.

Keywords

Cipher Mining, CIFR, Form 4, Insider Selling, Stock Sale, V3 Holding, Bitfury, Valerijs Vavilovs, 10b5-1 Plan, Beneficial Ownership