Form 4: Cipher Mining Insider Sells 1 Million Shares Under Pre-Arranged Plan

V3 Holding Ltd and affiliated entities, including 10% owner and director Valerijs Vavilovs, sold 1,000,000 shares of Cipher Mining Inc. common stock in two transactions in late July 2025.

Summary

• V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Valerijs Vavilovs, and Bitfury Group Ltd, all identified as 10% owners and directors, reported the sale of Cipher Mining Inc. common stock.
• A total of 1,000,000 shares of Common Stock were disposed of across two separate transactions.
• On July 25, 2025, 500,000 shares were sold at a weighted average price of $6.4542 per share, with prices ranging from $6.3128 to $6.5669.
• On July 28, 2025, an additional 500,000 shares were sold at a weighted average price of $6.1874 per share, with prices ranging from $6.08 to $6.63.
• Following these transactions, the reporting persons collectively beneficially own 91,378,292 shares of Common Stock.
• The sales were conducted pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant insider selling by a 10% owner and director, despite the sales being pre-planned under a 10b5-1 program. The declining price across the two transactions further contributes to a cautious outlook.

Positives

• The sales were executed under a Rule 10b5-1(c) plan, indicating they were pre-scheduled and not based on immediate, non-public information.

Negatives

• A significant volume of shares (1,000,000) was sold by a 10% owner and director, which can be perceived as a negative signal by investors.
• The weighted average sale price decreased from $6.4542 in the first transaction to $6.1874 in the second transaction.

Future Outlook

NA

Industry Context

This filing is a standard insider transaction report and does not provide broader industry context or trends. It reflects specific trading activity by a significant shareholder and director of Cipher Mining Inc.

Related Party Transactions

• The filing details the complex beneficial ownership structure where V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, and Valerijs Vavilovs are interconnected entities and individuals, with Valerijs Vavilovs being the sole owner of V3 Holding Ltd and V3 being the majority owner of Bitfury Group Limited, which in turn owns Bitfury Top HoldCo B.V. and Bitfury Holding B.V. This structure leads to shared beneficial ownership among these related parties for reporting purposes.

Stakeholder Impact

• Shareholders may perceive the significant insider selling as a lack of confidence from a major owner and director, potentially leading to negative sentiment or downward pressure on the stock price.

Key Dates

Recommendation

The sale of 1,000,000 shares by a significant insider (10% owner and director) suggests a reduction in conviction or a need for liquidity, which typically signals caution to investors. While the sales were pre-planned under Rule 10b5-1, the sheer volume and the declining price across the two transactions warrant a cautious stance. Investors should hold existing positions and monitor future developments, but new investments should be approached with caution.

Keywords

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