4//SEC Filing
Vavilovs Valerijs 4
Accession 0001123292-25-000611
CIK 0001819989other
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 5:08 PM ET
Size
15.0 KB
Accession
0001123292-25-000611
Insider Transaction Report
Form 4
Bitfury Holding B.V.
10% Owner
Transactions
- Other
Forward sale contract (obligation to sell)
2025-11-03+5,415,000→ 5,415,000 total→ Common Stock (5,415,000 underlying)
Bitfury Group Ltd
10% Owner
Transactions
- Other
Forward sale contract (obligation to sell)
2025-11-03+5,415,000→ 5,415,000 total→ Common Stock (5,415,000 underlying)
V3 Holding Ltd
10% Owner
Transactions
- Other
Forward sale contract (obligation to sell)
2025-11-03+5,415,000→ 5,415,000 total→ Common Stock (5,415,000 underlying)
Bitfury Top HoldCo B.V.
10% Owner
Transactions
- Other
Forward sale contract (obligation to sell)
2025-11-03+5,415,000→ 5,415,000 total→ Common Stock (5,415,000 underlying)
Vavilovs Valerijs
10% Owner
Transactions
- Other
Forward sale contract (obligation to sell)
2025-11-03+5,415,000→ 5,415,000 total→ Common Stock (5,415,000 underlying)
Footnotes (3)
- [F1]On November 3, 2025, V3 Holding Limited ("V3") entered into a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 5,415,000 shares of Common Stock. 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 in connection with the entry into the Forward Contract. The reporting person 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 is to be determined as follows:(a) if the closing 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 will retain economic and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the Forward Contract or the related pledge agreement).
Issuer
Cipher Mining Inc.
CIK 0001819989
Entity typeother
Related Parties
1- filerCIK 0001887811
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 5:08 PM ET
- Size
- 15.0 KB