V3 Holding Ltd filed a Form 4 with the SEC on October 27, 2026, reporting the settlement of the second tranche of a variable prepaid forward sale contract involving 1,805,000 shares of Cipher Digital Inc. common stock on October 23, 2026.

Key Highlights

  • Second tranche settled: V3 Holding Ltd transferred 1,805,000 shares of Cipher Digital Inc. common stock to an unaffiliated third-party dealer on October 23, 2026.
  • Settlement price: The volume-weighted average price of common stock on October 22, 2026 (the trading day immediately preceding the maturity date) was $8.11, which was below the Floor Price of $21.4881, triggering delivery of the full 1,805,000 shares.
  • Original contract terms: The forward sale contract was entered into on November 3, 2025, obligating V3 to deliver up to 5,415,000 shares across three tranches in exchange for a cash payment of $100.0 million received at that time.
  • Remaining beneficial ownership: Following the reported transaction, V3 Holding beneficially owned 52,866,694 shares of common stock directly.
  • Third tranche pending: According to the filing, the third and final maturity date under the Forward Contract is November 30, 2026, with up to 1,805,000 additional shares potentially deliverable.
  • Reporting persons: The filing was made jointly by V3 Holding Ltd, Bitfury Top HoldCo B.V., Vavilovs Valerijs, and Bitfury Group Ltd, each identified as a 10% owner and director.

V3 Holding Settles Second Tranche of Cipher Digital Forward Contract at $8.11 Settlement Price

According to the filing, V3 Holding Ltd settled the second of three tranches under a variable prepaid forward sale contract originally entered into on November 3, 2025 with an unaffiliated third-party dealer. Under that contract, V3 had agreed to deliver up to 1,805,000 shares of Cipher Digital Inc. (NASDAQ:CIFR) common stock on each of three maturity dates - September 25, 2026, October 23, 2026, and November 30, 2026 - for an aggregate of up to 5,415,000 shares. In exchange for assuming this obligation, the filing states that V3 received a cash payment of $100.0 million as of the date of entering into the Forward Contract.

The filing explains that the number of shares to be delivered on each maturity date is determined by the settlement price relative to two thresholds: a Floor Price of $21.4881 and a Cap Price of $32.2322. Because the settlement price on October 23, 2026 was $8.11, which was at or below the Floor Price, V3 was required to deliver the full 1,805,000 shares to the dealer. The filing notes that V3 retained economic and voting rights in the pledged shares during the term of the pledge, and that 5,415,000 shares were pledged to secure V3's obligations under the Forward Contract.

Following the reported transaction, the filing indicates that V3 Holding beneficially owned 52,866,694 shares of Cipher Digital common stock on a direct basis. The filing was signed on October 27, 2026 by Stijn Ehren in his capacity as director of V3 Holding Limited, Managing Director of Bitfury Top HoldCo B.V., and Director of Bitfury Group Limited, and also by Valerijs Vavilovs. One additional tranche with a maturity date of November 30, 2026 remains outstanding under the terms described in the filing.

What Was Disclosed

V3 Holding Ltd reported the delivery of 1,805,000 Cipher Digital shares to a third-party dealer on October 23, 2026, representing the second tranche of a three-part forward sale contract entered into November 3, 2025, with a $100.0 million upfront cash payment to V3.