CIFR: V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd discloses securities transactions

By AlphaYouPublished Sep 30, 2026Form 4

Stocks in this disclosure

Reported activity

V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd

Reporting filer

V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd reported Other (see filing) in Cipher Digital Inc.: 1805000 units of Common Stock, dated 2026-09-28. The full Form 4 contains 2 transaction entries.

Disclosed: Sep 30, 2026

Reported details

2 entries

All validated entries in this disclosure
Security	Owner	Date	Code	Action	Quantity	Price	Following holdings	Reporting delay	Filed terms and references
Common Stock	V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd	2026-09-28	J	Other (see filing)	1805000	Not stated (see footnotes)	56,511,694	2 days	Filed terms security Title: Common Stock transaction Date: 2026-09-28 transaction Form Type: 4 transaction Code: J equity Swap Involved: 1 id: F1 id: F2 id: F3 transaction Shares: 1805000 id: F1 id: F2 id: F3 transaction Acquired Disposed Code: D shares Owned Following Transaction: 56511694 direct Or Indirect Ownership: D
Forward sale contract (obligation to sell) (derivative)	V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd	2026-09-28	J	Other (see filing)	1805000	0	3,610,000	2 days	Filed terms security Title: Forward sale contract (obligation to sell) id: F1 id: F2 id: F3 transaction Date: 2026-09-28 transaction Form Type: 4 transaction Code: J equity Swap Involved: 1 id: F1 id: F2 id: F3 transaction Shares: 1805000 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F2 id: F3 id: F1 id: F2 id: F3 underlying Security Title: Common Stock underlying Security Shares: 1805000 shares Owned Following Transaction: 3610000 direct Or Indirect Ownership: D

Common Stock

Owner: V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd
Date: 2026-09-28
Code: J
Action: Other (see filing)
Quantity: 1805000
Price: Not stated (see footnotes)
Following holdings: 56,511,694
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-09-28
transaction Form Type: 4
transaction Code: J
equity Swap Involved: 1
id: F1
id: F2
id: F3
transaction Shares: 1805000
id: F1
id: F2
id: F3
transaction Acquired Disposed Code: D
shares Owned Following Transaction: 56511694
direct Or Indirect Ownership: D

Forward sale contract (obligation to sell) (derivative)

Owner: V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd
Date: 2026-09-28
Code: J
Action: Other (see filing)
Quantity: 1805000
Price: 0
Following holdings: 3,610,000
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Forward sale contract (obligation to sell)
id: F1
id: F2
id: F3
transaction Date: 2026-09-28
transaction Form Type: 4
transaction Code: J
equity Swap Involved: 1
id: F1
id: F2
id: F3
transaction Shares: 1805000
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F2
id: F3
id: F1
id: F2
id: F3
underlying Security Title: Common Stock
underlying Security Shares: 1805000
shares Owned Following Transaction: 3610000
direct Or Indirect Ownership: D

Purchases, sales, grants and option exercises are different transactions. The reported code identifies the action; it does not establish a motive.

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.
Bitfury Holding B.V.: 10% owner.
Vavilovs Valerijs: 10% owner.
Bitfury Group Ltd: 10% owner.
F1: On September 28, 2026, V3 Holding Limited ("V3") settled the first of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 3, 2025 with an unaffiliated third-party dealer (the "Dealer"). The Forward Contract obligates V3 to deliver to the Dealer up to 1,805,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (September 25, 2026, October 23, 2026 and November 30, 2026), for an aggregate amount of up to 5,415,000 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million as of the date of entering into the Forward Contract. V3 pledged 5,415,000 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 are 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 $21.4881 (the "Floor Price"), the reporting person will deliver to the Dealer 1,805,000 shares; (b) if the Settlement Price is between the Floor Price and $32.2322 (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 $38.8 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 1,805,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $19.4 million. [Continued]
F3: [Cont.] V3 retained economic and voting rights in the Pledged Shares during the term of the pledge. On September 25, 2026, the Settlement Price was $17.83. Accordingly, V3 transferred to the Dealer 1,805,000 shares.

Original sources

SEC ownership filing

Prepared automatically from public filing data. Report a correction.

Security

Owner

Date

Code

Action

Quantity

Price

Following holdings

Reporting delay

Filed terms and references

Common Stock

V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd

2026-09-28

Other (see filing)

1805000

Not stated (see footnotes)

56,511,694

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-09-28
transaction Form Type: 4
transaction Code: J
equity Swap Involved: 1
id: F1
id: F2
id: F3
transaction Shares: 1805000
id: F1
id: F2
id: F3
transaction Acquired Disposed Code: D
shares Owned Following Transaction: 56511694
direct Or Indirect Ownership: D

Forward sale contract (obligation to sell) (derivative)

V3 Holding Ltd; Bitfury Top HoldCo B.V.; Bitfury Holding B.V.; Vavilovs Valerijs; Bitfury Group Ltd

2026-09-28

Other (see filing)

1805000

3,610,000

2 days

Filed terms

security Title: Forward sale contract (obligation to sell)
id: F1
id: F2
id: F3
transaction Date: 2026-09-28
transaction Form Type: 4
transaction Code: J
equity Swap Involved: 1
id: F1
id: F2
id: F3
transaction Shares: 1805000
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F2
id: F3
id: F1
id: F2
id: F3
underlying Security Title: Common Stock
underlying Security Shares: 1805000
shares Owned Following Transaction: 3610000
direct Or Indirect Ownership: D

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.

Bitfury Holding B.V.: 10% owner.

Vavilovs Valerijs: 10% owner.

Bitfury Group Ltd: 10% owner.

F1: On September 28, 2026, V3 Holding Limited ("V3") settled the first of three tranches of a variable prepaid forward sale contract (the "Forward Contract") that was entered into on November 3, 2025 with an unaffiliated third-party dealer (the "Dealer"). The Forward Contract obligates V3 to deliver to the Dealer up to 1,805,000 shares of Common Stock in each of three tranches within one business day after each of the three maturity dates of the Forward Contract (September 25, 2026, October 23, 2026 and November 30, 2026), for an aggregate amount of up to 5,415,000 shares. In exchange for assuming this obligation, V3 received a cash payment of $100.0 million as of the date of entering into the Forward Contract. V3 pledged 5,415,000 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 are 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 $21.4881 (the "Floor Price"), the reporting person will deliver to the Dealer 1,805,000 shares; (b) if the Settlement Price is between the Floor Price and $32.2322 (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 $38.8 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 1,805,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $19.4 million. [Continued]

F3: [Cont.] V3 retained economic and voting rights in the Pledged Shares during the term of the pledge. On September 25, 2026, the Settlement Price was $17.83. Accordingly, V3 transferred to the Dealer 1,805,000 shares.