Form 4: Bitfury-related group reduces CIFR stake by 5.6M shares
Rhea-AI Filing Summary
Cipher Mining Inc. insiders disclosed multiple sales of common stock in late September 2025, reducing aggregate indirect beneficial ownership. Reports show sales on 09/26/2025, 09/29/2025 and 09/30/2025 totaling 5,585,182 shares disposed across five transactions at weighted average prices between $11.5259 and $12.3871. After these reported sales, the largest disclosed indirect holdings declined from 70,038,451 shares to 65,852,537 shares for the reporting group. The filing identifies V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs as reporting persons and explains the ownership chain linking these entities.
Positive
- None.
Negative
- Large insider dispositions: aggregated 5,585,182 shares sold across 09/26/2025–09/30/2025.
- Reduction in disclosed indirect ownership: reported holdings declined from 70,038,451 to 65,852,537 shares for the reporting group.
- Clustered sale timing: multiple transactions across three consecutive dates may be interpreted as coordinated disposals within the affiliated reporting group.
Insights
TL;DR: Significant insider sales totaling 5.59M shares at ~$11.01–$12.76 per share; impact appears informational rather than immediately material.
The Form 4 discloses multiple dispositions on 09/26, 09/29 and 09/30/2025 aggregating 5,585,182 shares sold at weighted average prices reported between $11.5259 and $12.3871. The disclosure shows indirect beneficial ownership falling from 70,038,451 to 65,852,537 shares for the reporting group. From a capital-markets perspective, the filing provides clear transaction-level pricing ranges and quantifies remaining holdings, enabling investors to update ownership tables and free-float estimates. The filing contains explanatory footnotes describing the ownership chain but does not include proceeds, motives, or use of proceeds.
TL;DR: Concentrated ownership group sold several million shares in a short window, raising governance and signaling considerations.
The report identifies a connected set of reporting persons (Vavilovs, V3, Bitfury Top HoldCo, Bitfury Holding B.V., Bitfury Group Ltd) that may be deemed to share beneficial ownership and shows coordinated disposals across three dates. The filing documents a reduction in indirect holdings from 70,038,451 to 65,852,537 shares. While the filing includes standard disclaimers of beneficial ownership and ownership-chain detail, the clustered timing and scale of the sales are governance-relevant facts for stakeholders assessing insider alignment and control dynamics. The form does not state any contractual or corporate actions explaining the sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,000,000 | $12.39 | $24.78M |
| Sale | Common Stock | 1,811,580 | $12.03 | $21.79M |
| Sale | Common Stock | 188,420 | $12.52 | $2.36M |
| Sale | Common Stock | 1,399,268 | $11.53 | $16.13M |
| Sale | Common Stock | 185,914 | $12.20 | $2.27M |
Footnotes (1)
- The price reported in Column 4 represents a weighted average sales price of $11.5259. These shares were sold in multiple transactions at prices ranging from $11.0135 to $12.0134, inclusive. 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 through 5 of this Form 4. The price reported in Column 4 represents a weighted average sales price of $12.1997. These shares were sold in multiple transactions at prices ranging from $12.0146 to $12.35, inclusive. The price reported in Column 4 represents a weighted average sales price of $12.0326. These shares were sold in multiple transactions at prices ranging from $11.405 to $12.4048, inclusive. The price reported in Column 4 represents a weighted average sales price of $12.5200. These shares were sold in multiple transactions at prices ranging from $12.405 to $12.67, inclusive. The price reported in Column 4 represents a weighted average sales price of $12.3871. These shares were sold in multiple transactions at prices ranging from $12.1405 to $12.76, inclusive. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 25,621,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 35,409,155 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued] [Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
