Bitfury Top HoldCo B.V.'s Form 4 filing
Cipher Digital Inc. (CIFR) · filed Jun 4, 2026
- Accession no.
- 0001123292-26-000807
- Filed
- Jun 4, 2026, 5:16 PM ET
- Trade date
- Jun 2-3, 2026
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $47.9M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Bitfury Top HoldCo B.V.CIK 0001884407 | 10% Owner |
| Vavilovs ValerijsCIK 0001887811 | 10% Owner |
| V3 Holding LtdCIK 0001887845 | 10% Owner |
| Bitfury Holding B.V.CIK 0001887853 | 10% Owner |
| Bitfury Group LtdCIK 0001887872 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 3, 2026 | Common Stock | SSaleDisposed | −1,146,445 | $26.28F1 | −$30,128,574.6 | 60,170,249 | Indirect | |
| Jun 3, 2026 | Common Stock | SSaleDisposed | −624,715 | $27.17F2 | −$16,973,506.55 | 59,545,534 | Indirect | |
| Jun 3, 2026 | Common Stock | SSaleDisposed | −28,840 | $28.10F3 | −$810,404 | 59,516,694 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported in Column 4 represents a weighted average sales price of $26.2779. These shares were sold in multiple transactions at prices ranging from $25.8199 to $26.8196, inclusive. The reporting persons undertake to provide to Cipher Digital Inc., any security holder of Cipher Digital Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 3 of this Form 4.
Referenced by the price of 1 transaction in Table I.
- F2
The price reported in Column 4 represents a weighted average sales price of $27.1708. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.816, inclusive.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in Column 4 represents a weighted average sales price of $28.09. These shares were sold in multiple transactions at prices ranging from $27.8226 to $28.2501, inclusive.
Referenced by the price of 1 transaction in Table I.
- F6
On June 2, 2026, Bitfury Top HoldCo entered into a variable prepaid forward sale contract (the "Bitfury Forward Contract") with an unaffiliated third-party dealer (the "Dealer") covering a maximum of 2,000,000 shares of Common Stock. The Bitfury Forward Contract obligates Bitfury Top HoldCo to deliver to the Dealer up to 500,000 shares of Common Stock in each of four tranches within one business day after each of the four maturity dates of the Bitfury Forward Contract (May 14, 2027, May 21, 2027, May 28, 2027 and June 4, 2027)), for an aggregate amount of up to 2,000,000 shares. In exchange for assuming this obligation, Bitfury Top HoldCo received a cash payment of $41.9 million in connection with the entry into the Bitfury Forward Contract. The reporting person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Bitfury Forward Contract. [Continued]
Referenced by the price of 1 transaction in Table II.
- F7
[Cont.] The number of shares of Common Stock to be delivered to the Dealer on each of the four maturity dates is to be determined as follows: (a) if the daily 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 $24.8655 (the "Floor Price"), the reporting person will deliver to the Dealer 500,000 shares; (b) if the Settlement Price is between the Floor Price and $37.2982 (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 $12.4 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 500,000 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $6.2 million. [Continued]
Referenced by the price of 1 transaction in Table II.
- F8
[Cont.] Bitfury Top HoldCo 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).
Referenced by the price of 1 transaction in Table II.
Remarks
The Form 4 filed by the Reporting Persons on May 18, 2026 (the "Prior Form 4") is amended as follows: The reference to "$21.8 million" in clause (b) of footnote 6 of the Prior Form is hereby changed to "$16.1 million" and the reference to "$10.9 million" in clause (c) of footnote 6 of the prior Form 4 is hereby changed to "$8.1 million."