CIFR: V3 Holding Ltd reports stock transactions

Filing context

• Quantities and prices are shown in the units filed. No trade value is inferred from their product.
• V3 Holding Ltd: 10% owner.
• Bitfury Top HoldCo B.V.: 10% owner.
• Vavilovs Valerijs: 10% owner.
• Bitfury Group Ltd: 10% owner.
• F1: On October 5, 2026, Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") settled the first of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 14, 2025 with an unaffiliated third-party dealer (the "Dealer"). The Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 1,840,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (October 2, 2026, October 30, 2026 and December 7, 2026), for an aggregate amount of up to 5,520,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $94.6 million as of the date of entering into the Forward Contract. Bitfury Top HoldCo pledged 5,520,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Forward Contract. [Continued]
• F2: [Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the three maturity dates is to be determined as follows: (a) if the volume-weighted average price of Common Stock during the trading day immediately preceding the maturity date (the "Settlement Price") is less than or equal to $21.4439 (the "Floor Price"), the reporting person will deliver to the Dealer 1,840,000 shares; (b) if the Settlement Price is between the Floor Price and $37.5268 (the "Cap Price"), the reporting person will deliver to the Dealer a number of shares of Common Stock having a value (based on the then market price) equal to $39.5 million; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Dealer a number of shares of Common Stock equal to 1,840,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $29.6 million. [Continued]
• F3: [Cont.] Bitfury Top HoldCo retained economic and voting rights in the Pledged Shares during the term of the pledge. On October 2, 2026, the Settlement Price was $15.87. Accordingly, Bitfury Top HoldCo transferred to the Dealer 1,840,000 shares.
• F4: Bitfury Top HoldCo is the record holder of 25,603,382 shares of Common Stock. V3 Holding Limited ("V3") is the direct holder of 29,068,312 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]
• F5: [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 and BGL disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.