Bitfury Entities Secure $81 Million Through Cipher Digital Forward Sale Agreements

On May 15, 2026, Bitfury Top HoldCo finalized a variable prepaid forward sale agreement covering a maximum of 4,433,735 shares of Cipher Digital (NASDAQ: CIFR). In exchange for an $81.2 million upfront payment, the entity committed to delivering shares across six maturity windows scheduled between June 24 and July 29, 2027. These shares have been pledged as security to ensure the fulfillment of the contract.

The volume of shares delivered depends on Cipher Digital's stock price prior to each maturity date. If the settlement price is $21.8071 or lower, Bitfury Top HoldCo will deliver 738,955 shares per tranche. If the price is between that floor and a $32.7107 cap, the delivery will consist of shares with a total market value of $21.8 million. For prices exceeding the cap, the delivery is calculated as 738,955 shares minus a quantity valued at $10.9 million.

A separate agreement, known as the "Additional V3 Forward Contract," involves 2,812,863 shares. This contract is organized into six installments of 468,811 shares each, with maturity dates ranging from April 8 to June 17, 2027. V3 has similarly pledged the underlying stock to secure the transaction.

The V3 agreement utilizes a floor price of $21.1613 and a cap price of $31.7420. If the market price falls between these two figures, V3 is required to deliver shares worth $9.9 million. If the price surpasses the cap, the delivery is 468,811 shares minus a portion valued at $4.9 million.

Both Bitfury Top HoldCo and V3 will maintain their voting and economic interests in the pledged stock during the contract term, provided no default occurs. These transactions were detailed in the 22nd amendment to a Schedule 13D filing for Cipher Digital, a reporting process that began in September 2021.