Bitfury Top HoldCo B.V. Reports 7.4% Stake in Cipher Digital and Discloses $100M Forward Sale Contract

Bitfury Top HoldCo B.V. and associated reporting persons, including Valerijs Vavilovs, filed Amendment No. 21 to their Schedule 13D for Cipher Digital Inc. (CIFR) on May 13, 2026. The filing reveals that Bitfury Top HoldCo B.V. now beneficially owns 30,443,382 shares, representing 7.4% of the company. A significant development disclosed is a variable prepaid forward sale contract entered into by V3 Holding Ltd on May 11, 2026. This contract involves up to 5,675,984 shares of Common Stock with an unaffiliated third-party dealer. V3 received a cash payment of $100 million in exchange for pledging these shares, which are to be delivered in six tranches between April and June 2027. The exact number of shares to be delivered will depend on the stock's closing price relative to a floor price of $21.4332 and a cap price of $32.1498. Despite the pledge, V3 retains voting and economic rights in the pledged shares during the term of the agreement, provided no default occurs. Overall, the reporting group led by Vavilovs maintains a combined beneficial ownership of 61,316,694 shares, or 15% of the issuer.