Form 4: V3 Holding Reduces Cipher Mining Stake by 1.2M Shares

V3 Holding Ltd, a significant shareholder and entity related to a director, sold 1.2 million shares of Cipher Mining Inc. common stock in late August 2025.

Summary

• V3 Holding Ltd, identified as a 10% owner and an entity related to Director Valerijs Vavilovs, disposed of a total of 1,200,000 shares of Cipher Mining Inc. common stock.
• The sales occurred over two separate days: 700,000 shares were sold on August 26, 2025, and an additional 500,000 shares were sold on August 27, 2025.
• The weighted average sale price for the August 26 transaction was $6.8107 per share, with individual sales ranging from $6.4927 to $7.125.
• The weighted average sale price for the August 27 transaction was $7.0726 per share, with individual sales ranging from $6.9603 to $7.2264.
• Following these transactions, the indirect beneficial ownership of V3 Holding Ltd and its related entities in Cipher Mining Inc. stands at 89,742,259 shares.
• These transactions were executed pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities.
• The filing details a complex ownership structure where Valerijs Vavilovs, V3 Holding Limited, Bitfury Group Limited, Bitfury Top HoldCo B.V., and Bitfury Holding B.V. are all deemed to share beneficial ownership of the reported shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by a major shareholder. However, this is mitigated by the fact that the transactions were executed under a pre-arranged 10b5-1 plan, and the reporting group retains a very substantial beneficial ownership, suggesting continued alignment with the company's performance.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating a pre-arranged sale rather than an immediate reaction to new, non-public information.

Negatives

• Significant insider selling by a major shareholder and director-related entity could be perceived negatively by the market, potentially signaling a desire for diversification or a less optimistic outlook.
• The sale of 1.2 million shares represents a substantial reduction in the reporting person's direct holdings, although a large beneficial ownership stake remains.

Risks

• A large insider sale could be interpreted by the market as a signal of potential future challenges or a less optimistic outlook for the company, which could put downward pressure on the stock price.

Future Outlook

The filing, a Form 4, does not provide any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 and 2 of this Form 4.

Industry Context

This Form 4 filing, detailing insider transactions, does not provide information related to broader industry trends or competitor analysis.

Management Changes

Related Party Transactions

• The reported transactions involve V3 Holding Ltd, an entity solely owned by Valerijs Vavilovs, who is a Director of Cipher Mining Inc. This constitutes a transaction by a related party (insider).
• The filing details a complex web of related entities (V3 Holding Ltd, Valerijs Vavilovs, Bitfury Group Limited, Bitfury Top HoldCo B.V., and Bitfury Holding B.V.) all sharing beneficial ownership, highlighting significant interconnections among key stakeholders.

Stakeholder Impact

• Shareholders: May view the insider selling as a negative signal, potentially leading to increased scrutiny of the company's future prospects and stock performance.
• Management/Board: The sale by a director-related entity could raise questions about the director's long-term commitment or outlook, though the 10b5-1 plan mitigates immediate concerns.

Key Dates

Recommendation

While significant insider selling can be a negative signal, the transactions were executed under a pre-arranged 10b5-1 plan, which suggests a planned diversification or liquidity event rather than a reaction to new, adverse information. The reporting group still retains a very substantial stake in Cipher Mining. Investors should consider this as one data point among many and not solely base investment decisions on a Form 4 filing without broader financial and strategic context.

Keywords

Cipher Mining, CIFR, V3 Holding, Valerijs Vavilovs, insider sale, Form 4, beneficial ownership, stock transaction, 10b5-1 plan, Bitfury