SCHEDULE: Major Shareholder V3 Holding Reduces Stake in Cipher Mining for Diversification and Philanthropy

V3 Holding and Valerijs Vavilovs, significant shareholders in Cipher Mining Inc., have reduced their stake by selling 2.2 million shares on the open market as part of a previously disclosed long-term strategy for diversification and philanthropy.

Summary

• V3 Holding Ltd. and Valerijs Vavilovs, significant shareholders in Cipher Mining Inc., reported open market sales of Common Stock.
• On July 8 and 9, 2025, V3 sold 1,200,000 shares at an average price of $6.13 per share. These sales represent 2.6% of V3's direct holdings.
• Additional sales occurred on July 2, 2025 (500,000 shares at a volume-weighted average price of $5.28) and July 1, 2025 (500,000 shares at a volume-weighted average price of $4.86).
• The total shares sold by V3 in the past sixty days amount to 2,200,000 shares.
• As of July 9, 2025, V3 Holding Ltd. and Valerijs Vavilovs beneficially own 95,367,437 shares, representing 25.7% of Cipher Mining Inc.'s Common Stock.
• 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.
• The sales are stated to be part of a previously disclosed, disciplined, long-term strategy for personal initiatives including diversification and philanthropy.
• The reporting persons are non-insider shareholders with no involvement in management or board representation.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While significant share sales by a major holder can be perceived negatively, the document explicitly frames these sales as part of a 'disciplined, long-term strategy' for 'diversification and philanthropy,' and reiterates confidence in the Issuer's 'long-term growth and stability.' The commitment to a gradual selling approach also mitigates negative sentiment.

Positives

• The sales are part of a previously disclosed, disciplined, long-term strategy, indicating a planned rather than reactive divestment.
• The stated reasons for sales include personal initiatives for diversification and philanthropy, not a loss of confidence in the Issuer.
• The reporting persons expressed confidence in the Issuer's long-term growth and stability.
• A commitment to a careful, gradual approach for future sales, not exceeding 5% of the Issuer's average daily trading volume on any given day, aims to minimize market impact.

Negatives

• Significant share sales by a major holder could create downward pressure on the stock price.
• The sales, totaling 2,200,000 shares in a short period, represent a notable reduction in the beneficial ownership of the reporting persons.

Risks

• Future open market sales by V3 and Mr. Vavilovs, although disciplined, could still contribute to selling pressure on the Common Stock.
• Market conditions and the trading price of the Common Stock will influence the timing and quantity of any future sales.

Future Outlook

V3 and Mr. Vavilovs are committed to a careful, gradual approach for future open market sales, with a threshold of not exceeding 5% of the Issuer's average daily trading volume on any given day. The timing and quantity of any future sales will depend on market conditions, the trading price of the Common Stock, and its volume. They maintain confidence in the Issuer's long-term growth and stability, stating these sales do not indicate a change in their outlook.

Management Comments

• The sales are part of V3 and Mr. Vavilov's previously disclosed, disciplined, long-term strategy to support personal initiatives for diversification and philanthropy.
• V3 and Mr. Vavilov are currently committed to a careful, gradual approach of selling on the open market from time to time, with a threshold of not exceeding 5% of the Issuer's average daily trading volume on any given day.
• This disciplined approach reflects V3 and Mr. Vavilov's confidence in the Issuer's long-term growth and stability, and these sales are not indicative of any current change in V3 and Mr. Vavilov's outlook on the Issuer's potential.

Industry Context

This filing primarily details a change in beneficial ownership by a major shareholder and their selling strategy. It does not provide direct insights into broader industry trends or competitive landscape beyond the specific company, Cipher Mining Inc. The sales are attributed to personal diversification and philanthropy rather than industry-specific concerns.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on the stock due to ongoing, albeit disciplined, divestment by a major holder. However, the stated reasons for sales (diversification, philanthropy) and continued confidence in the Issuer may mitigate concerns.
• Management/Company: The company's operations and strategic direction are not directly impacted, as the reporting persons are non-insider shareholders with no board representation.

Next Steps

• V3 and Mr. Vavilovs plan to continue selling shares on the open market from time to time.
• Future sales will adhere to a threshold of not exceeding 5% of the Issuer's average daily trading volume on any given day.
• The timing and quantity of future sales will be dependent on market conditions, the trading price of the Common Stock, and its volume.

Key Dates

Recommendation

Keywords

Cipher Mining Inc., CM, Schedule 13D, SEC filing, share sales, beneficial ownership, V3 Holding, Valerijs Vavilovs, Bitfury, stock divestment, shareholder activity, diversification, philanthropy, common stock