SCHEDULE: V3 Holding Enters $100M Forward Sale for Cipher Mining Shares

V3 Holding Ltd, a major shareholder in Cipher Mining Inc., has entered into a variable prepaid forward sale contract for up to 5.415 million shares, receiving $100 million upfront.

Summary

• V3 Holding Ltd entered into a variable prepaid forward sale contract with an unaffiliated third-party dealer on November 3, 2025.
• The contract covers a maximum of 5,415,000 shares of Cipher Mining Inc. Common Stock.
• V3 Holding Ltd received an upfront cash payment of $100.0 million in connection with entering the contract.
• 5,415,000 shares of Common Stock were pledged by V3 Holding Ltd to secure its obligations under the Forward Contract.
• Share delivery will occur in three tranches, each for up to 1,805,000 shares, within one business day after maturity dates of September 25, 2026, October 23, 2026, and November 30, 2026.
• The number of shares to be delivered per tranche is determined by the Common Stock's closing price (Settlement Price) relative to a Floor Price of $21.4881 and a Cap Price of $32.2322.
• V3 Holding Ltd retains economic and voting rights in the pledged shares during the term of the pledge, provided no event of default occurs.
• As of November 5, 2025, Valerijs Vavilovs and V3 Holding Ltd beneficially own 61,316,694 shares, representing 15.5% of Cipher Mining Inc.'s Common Stock.
• Bitfury Top HoldCo B.V. and Bitfury Group Ltd beneficially own 30,443,382 shares, representing 7.7% of the Common Stock.
• Bitfury Holding B.V. beneficially owns 4,821,560 shares, representing 1.2% of the Common Stock.
• The total outstanding shares of Common Stock as of October 31, 2025, were 395,092,054, as disclosed in Cipher Mining Inc.'s Quarterly Report on Form 10-Q.

Sentiment

Score: 5

Explanation: The filing details a significant shareholder's financial transaction to raise capital against its holdings. While it provides liquidity to the shareholder, the commitment to deliver up to 5.415 million shares in the future could be perceived as a potential overhang on the stock, creating a neutral to slightly negative sentiment for the issuer's share price.

Positives

• V3 Holding Ltd received a significant cash payment of $100.0 million upfront from the forward sale contract, providing immediate liquidity.
• V3 Holding Ltd retains economic and voting rights for the 5,415,000 pledged shares during the contract term, provided no event of default occurs, allowing continued influence and potential upside participation.

Negatives

• V3 Holding Ltd has committed to deliver up to 5,415,000 shares of Common Stock in the future, which could represent a future selling pressure or overhang on Cipher Mining Inc.'s stock.
• The ultimate number of shares delivered by V3 Holding Ltd depends on the stock price at maturity, introducing uncertainty regarding its future ownership stake and the final value received for the shares.

Risks

• V3 Holding Ltd is obligated to deliver shares in the future, exposing it to market price fluctuations of Cipher Mining Inc. Common Stock, which could result in delivering more shares if the price falls below the Floor Price.
• The pledge of 5,415,000 shares means these shares are encumbered and could be lost if V3 Holding Ltd defaults on its obligations under the Forward Contract or the related pledge agreement.
• The variable nature of share delivery based on settlement price introduces uncertainty regarding V3 Holding Ltd's future ownership stake and the potential for dilution of its percentage ownership.

Future Outlook

Not applicable as this filing pertains to a shareholder's transaction and does not provide forward-looking statements or guidance from the issuer.

Industry Context

This transaction reflects a financing strategy by a significant shareholder, V3 Holding Ltd, to monetize a portion of its equity stake in Cipher Mining Inc. while retaining voting rights. Such variable prepaid forward contracts are common instruments used by large shareholders to raise capital against their holdings without immediately selling shares on the open market, often seen in sectors like cryptocurrency mining where large initial stakes are common.

Stakeholder Impact

• Shareholders: Potential future selling pressure from the delivery of up to 5.415 million shares could impact the stock price. The retention of voting rights by V3 Holding Ltd maintains current governance dynamics.
• V3 Holding Ltd: Receives immediate liquidity of $100.0 million while retaining upside potential and voting rights on the pledged shares, subject to price caps and floors.

Next Steps

• V3 Holding Ltd is obligated to deliver shares in three tranches on September 25, 2026, October 23, 2026, and November 30, 2026, with the number of shares determined by the Common Stock's settlement price at those times.

Key Dates

Recommendation

This filing details a significant shareholder's strategic financial move rather than an operational update from Cipher Mining Inc. While V3 Holding Ltd gains immediate liquidity, the commitment to deliver a substantial number of shares in the future could create an overhang on the stock. However, V3 retains voting rights, indicating continued alignment. Investors should hold and observe how the market digests this information and monitor the actual share deliveries in 2026, as the ultimate impact on the float and price will depend on the stock's performance relative to the contract's floor and cap prices.

Keywords

Cipher Mining Inc., CM, Schedule 13D, beneficial ownership, forward contract, variable prepaid forward, share pledge, institutional investor, V3 Holding Ltd, Bitfury, Valerijs Vavilovs, SEC filing, equity financing