Big Digital Energy, Inc. (BGDE) has filed a prospectus to register the resale of up to 10,924,527 shares of common stock by selling stockholders. These shares consist of common stock issuable upon conversion of Series D Preferred Stock, including paid-in-kind dividends, and upon exercise of a related warrant.
The company will not receive proceeds from stockholder resales, though it would receive cash if the warrant for 926,748 shares is exercised at $10.81 per share, intended for general corporate purposes. The Series D financing raised $15.03 million (16,700 preferred shares at $900 each) and carries a 5% annual dividend, rising to 18% during a Triggering Event, with conversion at 95% of the lowest five-day VWAP, subject to a $1.80 floor and a 4.99% beneficial ownership cap.
As of March 31, 2026, BGDE had 5,486,730 shares outstanding; issuing all registered shares would equal about 299% of that amount, implying substantial potential dilution. The company highlights restrictive covenants in the Series D terms, a $40 million related-party credit line, a 75 MW colocation deal with an affiliate, and acquisition of a 17 MW Texas site expandable up to 311 MW.
Big Digital Energy, Inc. (BGDE) had a Form 4 filed reporting insider-related activity on August 27, 2026. An entity associated with Chief Executive Officer Phillip Stanley, PM Squared, LLC, purchased 135 common shares of BGDE at $7.245 per share in an open-market or private transaction. The filing also reports that Six Thirty AI, LLC, an entity managed and controlled by Cody Smith, Phillip Stanley, and Joshua Kilgore, directly holds 16,700 shares of Series D Preferred. Footnotes describe several parties, including PM Squared, Endeavor Blockchain, Joshua Kilgore, and Cody Smith, as being members of a "group" for Section 13(d) purposes, and note that Kilgore, Stanley, and Smith serve as senior executives and directors of BGDE as of April 6, 2026.
Big Digital Energy, Inc. (BGDE) had insider-related entities report open-market purchases of 8,098 Common Shares on August 20–21, 2026. Cody Smith purchased 5,000 Common Shares at $7.54 per share, while PM Squared LLC purchased 3,098 Common Shares at per-share prices including a weighted average of $7.09. A related entity, Six Thirty AI, LLC, reported holding 16,700 shares of Series D Preferred. The Rule 10b5-1 trading-plan box was not checked.
Big Digital Energy, Inc. (BGDE) director Davis Rodger purchased 800 shares of Common Stock on 2026-08-17 in a purchase classified as a “Purchase in open market or private transaction” at $7.10 per share. Following this transaction, he directly owns 1,800 shares of BGDE Common Stock.
Big Digital Energy, Inc. (symbol: BGDE) is the issuer of record for a Form 4 filing submitted to the SEC.
Big Digital Energy, Inc. is registering for resale up to 10,924,527 shares of common stock, all to be sold by existing investors, not by the company. The shares stem from Series D convertible preferred stock and a warrant issued in a June 30, 2026 private placement to an affiliate-controlled entity.
The company will not receive proceeds from these resales, but could receive cash if the 926,748-share warrant is exercised at $10.81, which it plans to use for general corporate purposes. As of March 31, 2026, there were 5,486,730 shares outstanding; issuing all registered shares would represent about 299% of that baseline, creating substantial potential dilution.
Big Digital Energy operates digital infrastructure for AI, high-performance computing and Bitcoin mining, with about 146 MW of current capacity and a newly acquired Hood County, Texas site with 17 MW operating and potential expansion up to 311 MW. Recent actions include a board reconstitution via a cooperation agreement with the Endeavor Group, a related-party $40 million revolving credit line at 12% interest, and the issuance of 16,700 shares of senior-ranking Series D Preferred Stock paying 5% (rising to 18% upon a Triggering Event) with restrictive covenants and optional conversion into common stock.
Big Digital Energy, Inc. entered definitive agreements with 10NetZero, Inc. to form a 50/50 joint venture, Texas Load House, LLC, which acquired 30 acres of a power‑ready Hood County, Texas property for an aggregate purchase price of approximately $10 million in cash, with an option to buy the remaining acreage for an additional $600,000.
The approximately 50‑acre site includes over 30,000 square feet of existing structures to be repurposed for datacenter use, 17 MW of operational power, and potential expansion to 111 MW of grid power, subject to ERCOT validation. On‑site natural‑gas pipelines support potential behind‑the‑meter generation for a total buildout of up to 300 MW. Big Digital is initially the sole Manager of the joint venture and has provided a $4.9 million JV Loan to 10NetZero; if that loan is not repaid after its October 13, 2026 maturity, 10NetZero’s 50% ownership interest transfers to Big Digital at 10% per month.
The Hood County site is intended to anchor a datacenter campus serving AI and high‑performance computing customers. Big Digital has engaged Northland Capital Markets as financial advisor for assessing AI/HPC uses and site‑level financing alternatives and reports 146 megawatts of capacity already online across its platform.
Big Digital Energy, Inc. reported an insider open-market purchase of 16,700 shares of Series D Convertible Preferred Stock at $1,000 per share on June 30, 2026. The position is held indirectly through Six Thirty AI, LLC, which is managed and controlled by Cody Smith, Phillip Stanley and Joshua Kilgore. The Series D shares are pledged to YA II PN, LTD under a Loan and Guaranty Agreement dated June 30, 2026 and, using a daily VWAP of $8.81, would convert into 1,995,221 shares of common stock subject to the terms of the Certificate of Designations.