SCHEDULE: Major Shareholder Bitfury Group Reduces Stake in Cipher Mining, Terminates Observer Agreement

Bitfury Group entities, including V3 Holding Ltd and Valerijs Vavilovs, have reduced their beneficial ownership in Cipher Mining Inc. to 25.2% and terminated their board observer agreement.

Summary

• Bitfury Top HoldCo B.V. and Bitfury Holding B.V., along with their ultimate beneficial owners Bitfury Group Ltd, V3 Holding Ltd, and Valerijs Vavilovs, have updated their beneficial ownership in Cipher Mining Inc. Common Stock.
• As of July 22, 2025, Valerijs Vavilovs and V3 Holding Ltd beneficially own 93,378,292 shares, representing 25.2% of Cipher Mining's Common Stock, based on 371,213,387 shares outstanding as of May 5, 2025.
• Bitfury Top HoldCo B.V. and Bitfury Group Ltd beneficially own 48,733,104 shares, representing 13.1% of the Common Stock.
• Bitfury Holding B.V. beneficially owns 4,821,560 shares, representing 1.3% of the Common Stock.
• On July 22, 2025, Bitfury Holding, Bitfury Top HoldCo, and Cipher Mining Inc. mutually terminated the Observer Agreement, which previously granted Bitfury the right to designate a non-voting board observer and receive certain information.
• Bitfury never exercised the board observer or information rights during the term of the Observer Agreement.
• V3 Holding Ltd engaged in open market sales of Cipher Mining Common Stock in July 2025, selling a total of 1,989,145 shares across four transactions.
• Specific sales by V3 Holding Ltd include: 289,145 shares on July 15, 2025 (VWAP $6.06); 667,010 shares on July 14, 2025 (VWAP $6.11); 432,990 shares on July 11, 2025 (VWAP $6.13); and 600,000 shares on July 10, 2025 (VWAP $6.27).

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant share sales by a major beneficial owner and the termination of a governance agreement, even if the rights were unused. These actions suggest a reduced level of engagement or commitment from a key stakeholder.

Negatives

• A significant beneficial owner, V3 Holding Ltd, has sold nearly 2 million shares of Common Stock in open market transactions during July 2025, indicating a reduction in their stake.
• The termination of the Observer Agreement means Bitfury no longer has the right to designate a non-voting representative to attend board meetings or receive certain information, potentially reducing oversight from a major shareholder, even though these rights were never exercised.

Risks

• The reduction in beneficial ownership by a major shareholder group (Vavilovs/V3 Holding Ltd) through open market sales could signal a lack of confidence or a strategic shift, potentially leading to increased selling pressure on the stock.
• The termination of the Observer Agreement, while the rights were unused, removes a potential avenue for a significant shareholder to monitor and engage with the company's governance and operations.

Future Outlook

The filing does not provide any explicit forward-looking statements or guidance regarding the company's future operations or financial performance. It primarily details changes in beneficial ownership and a governance agreement.

Industry Context

This filing reflects a change in the ownership structure and governance engagement of a significant shareholder in Cipher Mining Inc., a company operating in the cryptocurrency mining sector. While specific to Cipher, changes in major shareholder positions can influence market perception within the broader digital asset industry, particularly concerning investor confidence and strategic direction.

Corporate Governance

Related Party Transactions

• V3 Holding Ltd, which is controlled by Valerijs Vavilovs (a reporting person and ultimate beneficial owner of the Bitfury entities), sold 1,989,145 shares of Cipher Mining Common Stock in open market transactions between July 10, 2025, and July 15, 2025.

Stakeholder Impact

• Shareholders: The reduction in stake by a major beneficial owner through open market sales could lead to concerns about selling pressure and the long-term commitment of key investors. The termination of the observer agreement might be viewed as a slight reduction in governance oversight.
• Management: The 'Passive' Investor Certification indicates that the reporting persons do not intend to influence or change control of the Issuer, which could provide stability for current management.

Key Dates

Recommendation

The filing indicates a significant reduction in stake by a major beneficial owner through open market sales, which could exert downward pressure on the stock. Additionally, the termination of the observer agreement, while the rights were unused, removes a formal governance oversight mechanism. However, without broader financial performance data or strategic updates, a 'hold' recommendation is prudent, advising investors to monitor future filings and market reactions to these changes rather than making an immediate 'buy' or 'sell' decision based solely on this ownership update.

Keywords

Cipher Mining Inc., Bitfury, V3 Holding Ltd, Valerijs Vavilovs, Common Stock, Beneficial Ownership, Schedule 13D, Share Sales, Observer Agreement, Corporate Governance, Blockchain, Cryptocurrency Mining