SCHEDULE: Cipher Mining: Major Holders Reduce Stake

Key reporting persons, including Bitfury Top HoldCo and V3 Holding, have significantly reduced their beneficial ownership in Cipher Mining Inc. through recent open market sales.

Summary

• This is Amendment No. 15 to the Schedule 13D for Cipher Mining Inc., updating beneficial ownership information.
• As of September 17, 2025, Valerijs Vavilovs and V3 Holding Ltd beneficially own 79,442,259 shares, representing 20.2% of the common stock.
• Bitfury Top HoldCo B.V. and Bitfury Group Ltd beneficially own 44,033,104 shares, representing 11.2% of the common stock.
• Bitfury Holding B.V. beneficially owns 4,821,560 shares, representing 1.2% of the common stock.
• These ownership percentages are based on 393,282,654 shares of common stock outstanding as of August 6, 2025.
• Since September 8, 2025, Bitfury Top HoldCo B.V. sold a total of 4,500,000 shares in open market transactions at volume-weighted average prices ranging from $10.2608 to $11.7694.
• V3 Holding Ltd sold a total of 2,100,000 shares in open market transactions at volume-weighted average prices ranging from $7.4788 to $9.9859.
• A combined total of 6,600,000 shares were sold by the reporting persons between September 8, 2025, and September 17, 2025.

Sentiment

Score: 3

Explanation: The significant open market sales by major beneficial owners, including Bitfury Top HoldCo and V3 Holding Ltd, indicate a reduction in their stake and could be perceived negatively by the market, suggesting a lack of confidence or a strategic divestment.

Negatives

• Significant reduction in beneficial ownership by key reporting persons (Bitfury Top HoldCo and V3 Holding Ltd) through open market sales.
• A total of 6,600,000 shares were sold by major holders over a short period (September 8-17, 2025), which could indicate a lack of confidence or strategic divestment.

Risks

• Potential negative market perception due to significant insider/major shareholder sales.
• Increased selling pressure on the stock due to ongoing divestment by large holders.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, V3 Holding Ltd, and Valerijs Vavilovs are all related parties through a complex ownership structure, with Valerijs Vavilovs being the ultimate beneficial owner.
• The sales of common stock by Bitfury Top HoldCo B.V. and V3 Holding Ltd are transactions involving these related parties.

Stakeholder Impact

• Shareholders: Existing shareholders may experience negative sentiment and potential downward pressure on the stock price due to the significant sales by major holders. The reduction in ownership by founding/major investors could be interpreted as a loss of confidence.
• Company Management: The sales might prompt questions from the market regarding the company's future prospects or the reasons behind the divestment by key stakeholders.

Key Dates

Recommendation

The substantial open market sales by major beneficial owners, including Bitfury Top HoldCo and V3 Holding Ltd, signal a significant reduction in their stake in Cipher Mining Inc. This divestment, totaling 6,600,000 shares over a short period, typically indicates a lack of confidence from key insiders or a strategic move to exit positions. Such large-scale selling by foundational investors is a strong negative signal that could lead to increased selling pressure and a decline in share price. Investors should consider this a bearish indicator and evaluate reducing their exposure.

Keywords

Cipher Mining, CM, SEC filing, Schedule 13D/A, beneficial ownership, share sales, insider selling, Bitfury, V3 Holding, Valerijs Vavilovs, common stock, equity