Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001123292-25-000315 0001884407 XXXXXXXX LIVE 13 Common Stock 08/07/2025 false 0001819989 17253J106 Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54 New York NY 10017 Stijn Ehren 31 6 29 94 48 88 Strawinskylaan 3051 Amsterdam P7 1077ZX 0001884407 Bitfury Top HoldCo B.V. OO P7 0 48733104 0 48733104 48733104 N 12.4 CO 0001887853 Bitfury Holding B.V. OO P7 0 4821560 0 4821560 4821560 N 1.2 CO 0001887872 Bitfury Group Ltd OO X0 0 48733104 0 48733104 48733104 N 12.4 CO 0001887845 V3 Holding Ltd OO E9 0 90942259 0 90942259 90942259 N 23.1 CO 0001887811 Vavilovs Valerijs OO 1R 0 90942259 0 90942259 90942259 N 23.1 IN Common Stock Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54 New York NY 10017 This Amendment No. 13 ("Amendment No. 13") to Schedule 13D relates to shares of common stock, par value $0.001 per share (the "Common Stock"), of Cipher Mining Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on September 23, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Persons on January 24, 2024, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, Amendment No. 6 to Schedule 13D filed with the SEC by the Reporting Persons on June 13, 2024, Amendment No. 7 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2024, Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024, Amendment No. 9 to Schedule 13D filed with the SEC by the Reporting Persons on September 10, 2024, Amendment No. 10 to Schedule 13D filed with the SEC by the Reporting Persons on November 12, 2024, Amendment No. 11 to Schedule 13D filed with the SEC by the Reporting Persons on July 10, 2025 and Amendment No. 12 to Schedule 13D filed with the SEC by the Reporting Persons on July 22, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 13, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 13 shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment No. 13 is being filed to reflect a change in the percentage of the Common Stock owned by the Reporting Persons as a result of a change in the number of shares of Common Stock outstanding. Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 11 and 13 of each of the cover pages of this Amendment No. 13 is incorporated by reference herein. Such information sets forth, as of August 11, 2025, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the Reporting Persons, based on 393,282,654 shares of Common Stock outstanding as of August 6, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: The information in rows 7 through 10 of each of the cover pages of this Amendment No. 13 is incorporated by reference herein. Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 43,911,544 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. V3 is the direct holder of 42,209,155 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top Holdco, and Mr. Vavilovs is deemed to share beneficial ownership of the Common Stock beneficially owned by V3. Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons have engaged in the following open market sales since the filing of Amendment No. 12 to Schedule 13D on July 22, 2025. On July 30, 2025, V3 sold 369,984 shares of Common Stock at prices ranging from $5.50 to $5.85, for a volume-weighted average price per share of $5.6122. On July 29, 2025, V3 sold 66,049 shares of Common Stock at prices ranging from $6.00 to $6.19, for a volume-weighted average price per share of $6.0598. On July 28, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.08 to $6.63, for a volume-weighted average price per share of $6.1874. On July 25, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.3128 to $6.5669, for a volume-weighted average price per share of $6.4542. On July 24, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.49 to $6.865, for a volume-weighted average price per share of $6.6765. On July 23, 2025, V3 sold 500,000 shares of Common Stock at prices ranging from $6.286 to $6.76, for a volume-weighted average price per share of $6.5452. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 1: Joint Filing Agreement, dated as of August 11, 2025 Bitfury Top HoldCo B.V. /s/ Stijn Ehren Stijn Ehren, Managing Director 08/11/2025 Bitfury Holding B.V. /s/ Stijn Ehren Stijn Ehren, Managing Director 08/11/2025 Bitfury Group Ltd /s/ Valerijs Vavilovs Valerijs Vavilovs, Director 08/11/2025 V3 Holding Ltd /s/ Valerijs Vavilovs Valerijs Vavilovs, Director 08/11/2025 Vavilovs Valerijs /s/ Valerijs Vavilovs Valerijs Vavilovs 08/11/2025