A Form 4 filed on November 4, 2026 by V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Group Ltd, and Valerijs Vavilovs discloses the settlement of the second tranche of a variable prepaid forward sale contract, in which Bitfury Top HoldCo B.V. transferred 1,840,000 shares of Cipher Digital Inc. (NASDAQ:CIPH) common stock to an unaffiliated third-party dealer on November 2, 2026.

Key Highlights

  • Second tranche settled: Bitfury Top HoldCo B.V. delivered 1,840,000 shares of common stock to the Dealer on October 30, 2026 (maturity date), with the transaction recorded on November 2, 2026.
  • Settlement price trigger: The volume-weighted average price on October 30, 2026 was $7.34, which was below the Floor Price of $21.4439, requiring delivery of the full 1,840,000 shares.
  • Forward contract terms: The original Forward Contract, entered into on November 14, 2025, obligates Bitfury Top HoldCo to deliver up to 5,520,000 shares across three tranches, in exchange for a cash payment of $94.6 million received at inception.
  • Remaining tranche: Three maturity dates were specified: October 2, 2026, October 30, 2026, and December 7, 2026, with the third tranche not yet settled as of the filing date.
  • Post-transaction beneficial ownership: Following the reported transaction, V3 Holding Ltd reports indirect beneficial ownership of 51,026,694 shares of common stock.
  • Ownership structure: Valerijs Vavilovs is the sole owner of V3 Holding Ltd, which is the majority owner of Bitfury Group Ltd, which is the sole owner of Bitfury Top HoldCo B.V., the direct party to the Forward Contract.
  • Disclaimers of beneficial ownership: Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, and Bitfury Group Ltd disclaim beneficial ownership of shares attributed to them "except to the extent of their respective pecuniary interests therein," according to the filing.

Cipher Digital Forward Contract: Second Tranche Transfer Details

According to the filing, Bitfury Top HoldCo B.V. entered into a variable prepaid forward sale contract on November 14, 2025 with an unaffiliated third-party dealer. Under the contract, Bitfury Top HoldCo pledged 5,520,000 shares of Cipher Digital Inc. common stock and received a cash payment of $94.6 million. The contract obligates Bitfury Top HoldCo to deliver up to 1,840,000 shares per tranche across three maturity dates. The filing states that Bitfury Top HoldCo retained economic and voting rights in the pledged shares during the term of the pledge.

The filing discloses that the number of shares to be delivered at each maturity date depends on the settlement price relative to two thresholds. If the settlement price is at or below the Floor Price of $21.4439, the full 1,840,000 shares are delivered. If the settlement price falls between the Floor Price and the Cap Price of $37.5268, shares with a value equal to $39.5 million are delivered. If the settlement price exceeds the Cap Price, the reporting person delivers 1,840,000 shares minus shares valued at $29.6 million. On October 30, 2026, the settlement price was $7.34, below the Floor Price, and Bitfury Top HoldCo transferred the full 1,840,000 shares to the Dealer.

The filing further reports that Bitfury Top HoldCo directly holds 23,763,382 shares of common stock, while V3 Holding Ltd directly holds 27,263,312 shares. Due to the ownership chain described above, V3 Holding Ltd reports indirect beneficial ownership of 51,026,694 shares following the reported transaction. The filing notes that each reporting person disclaims beneficial ownership beyond their respective pecuniary interests.

What Was Disclosed

The filing reports the settlement of the second tranche of a variable prepaid forward sale contract, in which Bitfury Top HoldCo B.V. transferred 1,840,000 Cipher Digital Inc. common shares to an unaffiliated dealer on October 30, 2026 at a settlement price of $7.34, with indirect beneficial ownership of 51,026,694 shares reported by V3 Holding Ltd following the transaction.