FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
V3 Holding Ltd

(Last) (First) (Middle)
4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)
GRAND CAYMAN KY1-1002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cipher Digital Inc. [ CIFR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 05/11/2026   J (1) (2) (3)   5,675,984     (1) (2) (3)   (1) (2) (3) Common Stock 5,675,984 (1) (2) (3) 5,675,984 D (4)  
Explanation of Responses:
1. On May 11, 2026, 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 5,675,984 shares of Common Stock. The Forward Contract obligates V3 to deliver to the Dealer up to 945,998 shares of Common Stock in each of six tranches within one business day after each of the six maturity dates of the Forward Contract (April 1, 2027, April 15, 2027, April 29, 2027, May 13, 2027, May 27, 2027 and June 10, 2027), for an aggregate amount of up to 5,675,984 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 5,675,984 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 six 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 $21.4332 (the "Floor Price"), the reporting person will deliver to the Dealer 945,998 shares; (b) if the Settlement Price is between the Floor Price and $32.1498 (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 $20.3 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 945,998 shares minus a number of shares of Common Stock having a value (based on the then market price) equal to $10.1 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).
4. Valerijs Vavilovs is the sole owner of V3. As a result, Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3.
Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 05/13/2026
** Signature of Reporting Person Date
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 05/13/2026
** Signature of Reporting Person Date
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 05/13/2026
** Signature of Reporting Person Date
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 05/13/2026
** Signature of Reporting Person Date
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 05/13/2026
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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