Bitfury Co-Founder Secures $100 Million in Cipher Digital Share-Backed Deal
A major shareholder of Cipher Digital (NASDAQ: CIFR) has entered into a $100 million structured stock monetization deal tied to the company’s shares, according to a regulatory filing on Wednesday.
The filing shows that V3 Holding Ltd, an entity controlled by Bitfury co-founder Valerijs Vavilovs, entered into a variable prepaid forward sale contract on May 11 covering up to 5.68 million Cipher shares.
Under the agreement, V3 received $100 million in upfront cash from an unaffiliated third-party dealer while pledging the shares as collateral. The contract is scheduled to settle in six tranches between April and June 2027.
Variable prepaid forward contracts are commonly used by major shareholders and founders to raise liquidity against concentrated stock positions without immediately selling shares in the open market. The structures can also provide downside protection while allowing holders to retain some upside exposure if the stock price rises.
According to the filing, the number of Cipher shares ultimately delivered under the contract will depend on the company’s stock price at settlement.
If Cipher’s shares trade at or below roughly $21.43, V3 would generally deliver all pledged shares tied to each tranche. If the stock price rises above about $32.15, the contract allows V3 to retain part of the appreciation above that level.
The filing also states that V3 will retain voting rights and beneficial ownership of the pledged shares during the contract term unless a default occurs.
Following the transaction, Vavilovs and affiliated entities were deemed to beneficially own about 61.3 million Cipher shares, representing roughly 15% of the company, according to the filing.
Cipher shares have rallied sharply over the past year as investors increasingly value bitcoin miners for their access to power infrastructure that can potentially be repurposed for AI and high-performance computing workloads. The company has been expanding its AI infrastructure ambitions alongside its core bitcoin mining operations.
The filing was made through an amendment to Schedule 13D, which is used by major shareholders to disclose material changes in ownership positions or related arrangements.
