Bit Digital Inc. Purchases 31,057 ETH With Convertible Notes Proceeds, Raising Capital at a Premium to mNAV

Rhea-AI Summary

Bit Digital (Nasdaq: BTBT) used net proceeds from a $150 million convertible notes offering to buy approximately 31,057 ETH, bringing its total holdings to about 150,244 ETH.

The notes were priced with an initial conversion price of $4.16, an 8.2% premium to the company's estimated mark-to-market net asset value (mNAV $3.84 per share as of Sept 29, 2025). mNAV was calculated from 121,252 ETH valued at $4,229 each and 27,043,749 WYFI shares valued at $26.74, for a combined value of approximately $1.236 billion on 321.4 million shares outstanding.

Positive

• Raised $150 million via convertible notes (full over-allotment exercised)
• Purchased 31,057 ETH with offering proceeds
• Total ETH treasury increased to ~150,244 ETH
• Conversion price of $4.16 represented an 8.2% premium to mNAV at pricing

Negative

• mNAV based on Sept 29, 2025 market values and is subject to volatility
• Convertible notes are dilutive if converted into shares

Insights

Corporate Finance Analyst

Bit Digital raised $150,000,000 via convertibles priced at a premium and used proceeds to buy ~31,057 ETH, increasing its public ETH treasury.

Bit Digital financed additional ETH accumulation by completing a $150,000,000 convertible notes offering (including full over‑allotment) with an initial conversion price of $4.16 per share, which the company states was ~8.2% above its estimated mNAV of $3.84 as of September 29, 2025. The company deployed the net proceeds to acquire ~31,057 ETH, bringing total ETH holdings to ~150,244 ETH and citing a combined mNAV component that included WhiteFiber shares valued at $723.1M and ETH valued at $512.7M.

The business mechanism is straightforward: raise equity‑linked capital at a stated premium to mNAV and convert proceeds directly into the core treasury asset, increasing on‑balance‑sheet ETH exposure while preserving liquidity optionality via convertibles. Dependencies and risks are explicit: mNAV is a mark‑to‑market construct that changed with pricing on September 29, 2025, and future NAV per share will vary with ETH market moves, WYFI valuation, dilution upon conversion, and conversion timing. Items to watch include actual conversion activity versus outstanding convertibles, changes in ETH market price relative to the $4,229 per‑ETH valuation used for mNAV, WYFI share valuation trends, and dilution impact on the 321.4M shares outstanding; monitor these across the near term (weeks to months) and into the next reporting period for realized NAV impact.

With one of the largest public Ethereum treasuries and a majority stake in WhiteFiber, Bit Digital is building a forward-looking balance sheet anchored by ETH and AI infrastructure

NEW YORK, Oct. 8, 2025 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital" or the "Company"), a leading Ethereumdigital asset treasury company ("DAT"), today announced that it has purchased approximately 31,057 Ethereum ("ETH") using the net proceeds from its recently completed $150 million convertible notes offering, which included the underwriters' full exercise of their over-allotment option. The initial conversion price for the convertible notes of $4.16 per share represents an 8.2% premium to the Company's estimated mNAV at the time of deal pricing.

Following this transaction, Bit Digital now holds approximately 150,244 ETH, reinforcing its position among the largest institutional Ethereum treasuries in the public markets.

Several notable crypto focused investors participated in the convertible notes offering, including Kraken Financial, Jump Trading Credit, and Jane Street Capital.

Sam Tabar, CEO of Bit Digital, commented:

"This purchase demonstrates our commitment to building shareholder value by financing ETH accumulation on terms that are accretive to NAV per share. The structure of our convertible notes allowed us to raise capital at a premium to mNAV, and we have deployed those proceeds directly into ETH. We view ETH as foundational to digital financial infrastructure and believe current levels provide a compelling long-term entry point. We are focused on expanding our Ethereum treasury in a cost-effective manner, while benefiting from the growth of our majority stake in WhiteFiber. Our guiding principle is to grow NAV per share, with the goal of creating long-term value for shareholders."

Supplemental Information on mNAV

Bit Digital estimates its mark-to-market net asset value ("mNAV") by aggregating the value of its Ethereum ("ETH") holdings and its ownership stake in WhiteFiber, Inc. ("WYFI") divided by the number of its outstanding ordinary shares.

As of September 29, 2025, which reflected the market values at the time the convertible notes were priced:

• ETH holdings: 121,252 ETH valued at approximately $4,229 per ETH, or $512.7 million
• WYFI holdings: 27,043,749 shares of WYFI valued at $26.74 per share, or $723.1 million
• Combined value: $1.236 billion
• BTBT shares outstanding: 321.4 million

Based on these figures, Bit Digital's estimated mNAV was approximately $3.84 per share. The initial conversion price of the convertible notes is $4.16 per share, representing a premium of approximately 8.2% to mNAV at the time of pricing.

Note: mNAV estimates are based on market values reported by Bloomberg as of September 29, 2025, and are subject to market volatility and change without notice.

About Bit Digital

Bit Digital is a publicly traded digital asset platform focused on Ethereum-native treasury and staking strategies. The Company began accumulating and staking ETH in 2022 and now operates one of the largest institutional Ethereum staking infrastructures globally. Bit Digital's platform includes advanced validator operations, institutional-grade custody, active protocol governance, and yield optimization. Through strategic partnerships across the Ethereum ecosystem, Bit Digital aims to deliver exposure to secure, scalable, and compliant access to onchain yield. Bit Digital also holds a majority equity stake in WhiteFiber (Nasdaq:WYFI), a leading AI infrastructure provider and HPC solutions. For additional information, please contact ir@bit-digital.com, visit our website at www.bit-digital.com, or follow us on LinkedIn or X.

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (Annual Report) and any subsequently filed quarterly reports on Form 10-Q and any Current Reports on Form 8-K.  If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Safe Harbor Statement" below.

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

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SOURCE Bit Digital, Inc.

FAQ

How many ETH did Bit Digital (BTBT) purchase with the convertible notes proceeds on October 8, 2025?

Bit Digital purchased approximately 31,057 ETH using the net proceeds from the convertible notes offering.

What was the size and initial conversion price of BTBT's convertible notes offering?

The offering totaled $150 million and the initial conversion price was $4.16 per share.

How does BTBT's conversion price compare to its mNAV as of Sept 29, 2025?

The $4.16 conversion price represented an 8.2% premium to the company's estimated mNAV of $3.84 per share.

What is Bit Digital's total ETH treasury after the October 8, 2025 purchase?

After the transaction, Bit Digital holds about 150,244 ETH.

Who participated in BTBT's convertible notes offering and where can investors find valuation details?

Notable participants included Kraken Financial, Jump Trading Credit, and Jane Street Capital. mNAV valuation figures are based on market values reported as of Sept 29, 2025.