SCHEDULE: Cipher Mining Major Shareholder Reduces Stake

An amendment to Schedule 13D reveals that V3 Holding Ltd, a significant shareholder in Cipher Mining Inc., has reduced its beneficial ownership through recent open market sales.

Summary

• This is Amendment No. 13 to the Schedule 13D filing for Cipher Mining Inc.
• The amendment reflects a change in the percentage of Common Stock owned by the Reporting Persons due to an increase in the number of outstanding shares.
• As of August 11, 2025, Valerijs Vavilovs and V3 Holding Ltd beneficially own 90,942,259 shares, representing 23.1% of Cipher Mining Inc.'s Common Stock.
• Bitfury Top HoldCo B.V. and Bitfury Group Ltd beneficially own 48,733,104 shares, representing 12.4% of Common Stock.
• Bitfury Holding B.V. beneficially owns 4,821,560 shares, representing 1.2% of Common Stock.
• The beneficial ownership percentages are based on 393,282,654 shares of Common Stock outstanding as of August 6, 2025.
• V3 Holding Ltd has sold a total of 2,436,033 shares of Common Stock in open market transactions between July 23, 2025, and July 30, 2025.
• Sale prices ranged from $5.50 to $6.865 per share, with volume-weighted average prices between $5.6122 and $6.6765.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to the significant open market sales by a major beneficial owner, which typically signals a reduction in confidence or a strategic divestment, potentially putting downward pressure on the stock price.

Negatives

• A significant shareholder, V3 Holding Ltd, has engaged in substantial open market sales, disposing of over 2.4 million shares.
• The sales occurred at varying prices, with the latest sales on July 30, 2025, at a lower volume-weighted average price of $5.6122 compared to earlier sales in the period.
• The reduction in beneficial ownership by a major insider group could be interpreted as a lack of confidence or a move to diversify.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by a major shareholder. It does not provide specific industry context, but large insider sales can sometimes be interpreted within the broader market sentiment for the sector, particularly in volatile industries like cryptocurrency mining.

Related Party Transactions

• V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd, and Valerijs Vavilovs are related parties through a hierarchical ownership structure, with Valerijs Vavilovs being the ultimate beneficial owner. The reported share sales were conducted by V3 Holding Ltd, a direct holding company of Valerijs Vavilovs.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a major beneficial owner could lead to increased supply in the market, potentially exerting downward pressure on the stock price. It may also be interpreted by other investors as a signal of reduced confidence, impacting investor sentiment.

Key Dates

Recommendation

While significant insider selling by a major shareholder like V3 Holding Ltd can create downward pressure and signal reduced confidence, this filing is purely an ownership disclosure and does not provide new information on the company's operational performance, financial health, or strategic direction. Without additional context on the company's fundamentals or the selling entity's specific reasons for divestment (e.g., portfolio rebalancing, liquidity needs), a 'hold' recommendation is prudent. Investors should monitor future filings and company performance for a more comprehensive assessment.

Keywords

Cipher Mining Inc., CM, SEC filing, Schedule 13D, beneficial ownership, share sales, insider selling, institutional ownership, V3 Holding Ltd, Bitfury, common stock, equity, investment, shareholder