CIFR · Cipher Digital Inc. · Insider Trading

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]

[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]

[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.

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]

[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]

[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.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

The sales were executed in multiple trades at prices ranging from $22.60 to $22.80. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

The sales were executed in multiple trades at prices ranging from $20.75 to $21.57. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

305,707 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2026.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal quarterly installments over a three-year period, on March 31, June 30, September 30 and December 15 of each year, subject to the Reporting Person's continuous service on the applicable vesting date. The first vesting date occurred on March 31, 2025.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

1,019,022 earned PSUs vested on December 19, 2025, and the remaining earned PSUs vest in substantially equal quarterly installments, subject to the Reporting Person's continuous service on each vesting date. The first such vesting date occurred on March 31, 2026. These earned PSUs have no expiration date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's Common Stock.

The PSUs vest, if at all, in three tranches based on the Issuer's achievement of certain market capitalization thresholds. The third tranche of the PSUs vested on June 22, 2026. The PSUs have no expiration date.

The sales were executed in multiple trades at prices ranging from $29.37 to $29.59. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal installments on each of June 14, 2024, June 14, 2025 and June 14, 2026, subject to the Reporting Person's continuous service on the applicable vesting date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal installments on each of June 14, 2024, June 14, 2025 and June 14, 2026, subject to the Reporting Person's continuous service on the applicable vesting date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

The RSUs vest in equal installments on each of June 14, 2024, June 14, 2025 and June 14, 2026, subject to the Reporting Person's continuous service on the applicable vesting date.

The price reported in Column 4 represents a weighted average sales price of $25.3498. These shares were sold by Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") in multiple transactions at prices ranging from $25.00 to $25.9993, 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 and 2 of this Form 4.

Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 22,621,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 30,873,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]

[Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

The price reported in Column 4 represents a weighted average sales price of $26.0983. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.2929, inclusive.

Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 22,621,822 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 30,873,312 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]

[Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.