Sec Form 4 Filing - V3 Holding Ltd @ Cipher Mining Inc. - 2025-11-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person V3 Holding Ltd 2. Issuer Name and Ticker or Trading Symbol Cipher Mining Inc. [ CIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4TH FL HARBOUR PL 103 S CHURCH ST, 10240 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2025 (Street) GRAND CAYMAN, E9KY1-1002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Forward sale contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) 11/03/2025 J( 1 )( 2 )( 3 ) 5,415,000 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 5,415,000 ( 1 ) ( 2 ) ( 3 ) 5,415,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other V3 Holding Ltd 4TH FL HARBOUR PL 103 S CHURCH ST, 10240 GRAND CAYMAN, E9KY1-1002 X Bitfury Top HoldCo B.V. STRAWINSKYLAAN 3051 AMSTERDAM, P71077 ZX X Bitfury Holding B.V. STRAWINSKYLAAN 3051 AMSTERDAM, P71077 ZX X Vavilovs Valerijs 2102 CHEDDAR CHEESE TOWER, PO BOX 712650 DUBAI, C0 X Bitfury Group Ltd FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE LONDON, X0EC4R 3TT X Signatures Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 11/05/2025 Signature of Reporting Person Date Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 11/05/2025 Signature of Reporting Person Date Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 11/05/2025 Signature of Reporting Person Date Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 11/05/2025 Signature of Reporting Person Date Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 11/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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] ( 2 )[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] ( 3 )[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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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