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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 12, 2026
| BIT DIGITAL, INC. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-38421 |
|
98-1606989 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 31 Hudson Yards, Floor 11, New York, NY |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code (212) 463-5121
N/A
(Former name or former address, if changed since
last report.)
| Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange On Which Registered |
| Ordinary Shares, $.01 par value |
|
BTBT |
|
The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial
Condition.
On November 12, 2026, BIT Digital, Inc. (the “Company”)
is issuing a press release, and, at 8:30 AM ET on the same date, it will be holding a conference call regarding its financial results
for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K (the “Report”).
This information in this Item 2.02 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is incorporated
herein by reference.
On November 12, 2026, at 8:30 AM ET, the Company will
be holding its third quarter earnings call to discuss its financial results and forward-looking business outlook. The webcast link is
available on the Company’s investor relations website at www.bit-digital.com.
By furnishing this Report, the Company makes no admission
as to the materiality of any information in this Report, including the statements made in the preceding paragraph.
The information in this Item 7.01, shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any filing
under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated November 12, 2026, entitled “Bit Digital, Inc. Announces Third Quarter 2026 Financial Results.” |
| 104 |
|
Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: November 12, 2026 |
Bit Digital, Inc. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Bit Digital, Inc. Announces Third Quarter 2026 Financial Results
NEW YORK, November 12, 2026 - Bit Digital, Inc. (Nasdaq: BTBT)
(“Bit Digital” or the “Company”), a publicly listed Strategic Asset Company focused on Ethereum (“ETH”)
strategies and AI/HPC infrastructure, today announced its financial results for the third quarter of 2026. The Company will host a conference
call on November 12, 2026, at 8:30 AM ET to discuss results (click here for registration information).
Financial Highlights for the Third Quarter of 2026
The Company’s third-quarter results reflected continued execution
of its Strategic Asset Company strategy, with growth in colocation revenue supported by the initial contribution from WhiteFiber’s
NC-1 data center campus and sequential improvement in native ETH staking revenue. Results also benefited from higher digital asset values,
which contributed to a return to positive GAAP earnings.
Results for the third quarter of 2026 include the consolidated financial
performance of WhiteFiber Inc. (Nasdaq: WYFI), with a portion of results attributable to non-controlling interests.
| ● | Total revenue for the third quarter of 2026 was $27.1 million, an 11% decline compared to $30.5 million in the third quarter of 2025.
For the nine months ended September 30, 2026, total revenue was $87.1 million, a 7% increase year over year. |
| ● | Gross profit for the third quarter was $15.2 million, representing a gross margin of 56.1%. |
| ● | Revenue from Cloud Services was $18.1 million, up slightly year-over-year, at a gross margin of approximately 56%. |
| ● | Revenue from colocation services was $5.6 million, an increase of 232% from the third quarter of 2025, at a gross margin of approximately
57%. Revenue increased 19% sequentially from the second quarter of 2026. For the nine months ended September 30, 2026, colocation revenue
increased nearly 200% year-over-year. The increase was primarily due to the MTL-3 site becoming fully operational in November 2025 and
the beginning of the revenue generation from the first 20 MW of contracted capacity at the NC-1 facility. |
| ● | Third-quarter revenue from ETH staking was $1.0 million, compared to $2.9 million in the year-ago quarter with the decline attributable
to the repositioning of ETH into liquid staking to collateralize the WhiteFiber financing during the second quarter. On a sequential basis,
revenue increased 14% from the second quarter of 2026 primarily driven by an increase in the price of Ethereum. For the nine months, ETH
staking revenue increased 11% year over year primarily due to an increase in ETH earned from native staking partially offset by lower
average ETH prices during the nine months. |
Bit Digital,
Inc. Announces Third Quarter 2026 Financial Results
| ● | Revenue from digital asset mining was $2.0 million in the third quarter of 2026, on 28.4 bitcoin mined compared to revenue of $7.4
million, on 64.9 bitcoin mined in the third quarter of 2025. For the nine months, mining revenue declined 63% year over year. The quarterly
and nine-month results are consistent with the continued winddown of the business. The segment generated a gross margin of approximately
27% in the third quarter of 2026. |
| ● | Net income attributable to Bit Digital shareholders for the third quarter of 2026 was $28.5 million, or $0.08 per diluted share, compared
to a net loss of $107.2 million, or $0.31 per diluted share in the second quarter of 2026. Results included realized and unrealized gains
on digital assets and digital intangible assets, impairment on digital intangible assets, and non-operating items including induced conversion
expense, which together accounted for approximately $16.3 million of the gain in the third quarter and $83.5 million of the loss in the
second quarter. |
| ● | Net cash provided by operating activities was $163.2 million for the nine months ended September 30, 2026, compared to a use of cash
of $204.9 million in the same period of 2025. |
| ● | Cash and cash equivalents totaled approximately $143.5 million as of September 30, 2026, compared to $83.6 million as of June 30,
2026. Of that balance, approximately $5.0 million was held at Bit Digital and approximately $138.5 million at WhiteFiber. |
| ● | Contract liabilities were $154.1 million as of September 30, 2026, compared to $7.7 million as of December 31, 2025. Remaining performance
obligations were approximately $729.0 million at quarter end, of which approximately $13.5 million is expected to be recognized during
the balance of 2026, $235.1 million in 2027, and $206.9 million in 2028, and the remainder thereafter. |
| ● | Consolidated convertible notes, net of unamortized debt issuance costs and debt discount, totaled $445.3 million as of September 30,
2026, compared to $336.2 million as of June 30, 2026. The September 30 balance includes Bit Digital’s 2030 Convertible Notes, with
$150 million in principal outstanding, and WhiteFiber’s 2031 and 2032 Convertible Notes. |
| ● | In September WhiteFiber repaid $30 million of the Delayed Draw Term Loan Facility and Bit Digital separately repaid $30 million to
Galaxy. Subsequent to the end of the third quarter, on October 27, WhiteFiber received an additional drawdown of $70 million under the
facility, bringing the total outstanding to $100 million. |
| ● | As of September 30, 2026, Bit Digital held 27,043,750 (59.7%) WhiteFiber shares, with an implied value of approximately $487 million
based on the Nasdaq closing price of $18.01 per share on that date. |
Bit
Digital, Inc. Announces Third Quarter 2026 Financial Results
Ethereum Treasury Update
As of September 30, 2026, the Company held approximately 163,725.9
ETH1, with a market value of $439.4 million
based on a closing ETH price of approximately $2,684 on that date.
74,606.4 ETH was held directly at a fair value of $200.2 million, including
ETH natively staked through the Company’s validator partner.
During the third quarter, the Company liquid staked 73,683 ETH and
received 66,192 LsETH in exchange. Of that balance, 19,000 LsETH was pledged as collateral in connection with the Company’s collateralized
borrowing and is reflected on the balance sheet as a digital asset collateral receivable of $37.1 million. As of September 30, 2026, the
remaining 47,192 LsETH was carried within digital intangible assets at $98.3 million and was retained as a buffer against margin requirements.
Subsequent to the end of the third quarter, an additional 45,000 LsETH was pledged as collateral in connection with WhiteFiber’s
$70 million drawdown in October.
During the quarter the Company sold 1,625 ETH for $3.4 million, at
an average sales price of approximately $2,114.62 per ETH. The Company did not acquire any ETH during the quarter.
LsETH is accounted for separately from ETH under different guidance
and is carried at cost less impairment rather than fair value. The reclassification changed where the position appears on the balance
sheet without changing the Company’s underlying economic exposure. The Company recorded a non-cash impairment of $3.2 million on LsETH
during the quarter, which does not represent a realized loss.
Strategic Asset Company Strategy
Bit Digital operates as a Strategic Asset Company, allocating capital
across two core areas: Ethereum as economic infrastructure, and AI infrastructure through its majority ownership stake in WhiteFiber.
As of September 30, 2026, Bit Digital held 27,043,750 shares of WhiteFiber equating to 59.7% of total WhiteFiber shares outstanding with
an implied value of approximately $487 million based on the Nasdaq closing price of $18.01 per share on that date.
The Company does not intend to sell WhiteFiber shares in 2026 and continues
to view the position as a long-term strategic asset.
Bitcoin Mining Update
Bit Digital continued reducing exposure to bitcoin mining during the
quarter as part of its transition toward Ethereum and infrastructure-related operations. Mining remains gross margin positive but is no
longer a strategic growth priority.
The Company does not expect to allocate meaningful growth or maintenance
capital to this segment going forward. Capital allocation is expected to continue shifting toward Ethereum and infrastructure-related
opportunities.
| 1 | Includes approximately 15,437 ETH and ETH-equivalents held in
an externally managed fund, and approximately 73,683 ETH presented on an as-converted basis from LsETH using the Coinbase conversion
rate as of September 30, 2026. |
Bit
Digital, Inc. Announces Third Quarter 2026 Financial Results
Management Commentary
“Our third-quarter results reflect the continued shift toward
Ethereum and AI infrastructure,” said Sam Tabar, Chief Executive Officer of Bit Digital. “Colocation revenue increased 19%
sequentially, supported by NC-1’s initial contribution, while native ETH staking revenue grew 14%. We also reported positive GAAP
earnings, with digital asset valuation gains contributing significantly to the result.
“Our Strategic Asset Company approach focuses on making the assets
we own more productive. Native staking generated 474 ETH during the quarter, bringing rewards earned through September to approximately
1,863 ETH. Alongside our Ethereum treasury and controlling interest in WhiteFiber, our investment portfolio includes third-party managed
funds and smaller holdings that provide exposure to private AI businesses and digital asset market infrastructure.
“Our own shares are also part of the capital allocation discussion.
The persistent discount to our net asset value makes repurchases an option that deserves serious consideration, but the benefit to shareholders
depends on both the price we pay and how we fund them. Under our Articles of Association, shareholder approval is required before a repurchase
program can be implemented. Any decision to seek that approval would need to be supported by a funding plan that we believe improves value
per share while maintaining sufficient liquidity. Selling Ethereum to fund repurchases would reduce our staking income and exposure to
potential ETH appreciation. We weigh those trade-offs against the benefit of reducing the share count and our liquidity requirements.
“We remain constructive on the assets we own, and our responsibility
is to determine how best to translate their value into returns for Bit Digital shareholders.”
About Bit Digital
Bit Digital (NASDAQ: BTBT) is a Strategic Asset Company
(SAC) focused on active participation in Ethereum infrastructure and controlling equity exposure to AI/HPC infrastructure through its
majority ownership stake in WhiteFiber (NASDAQ: WYFI). The Company purchases and stakes ETH to generate protocol-native yield and participates
directly in the Ethereum network. Bit Digital allocates capital with a focus on long-duration, foundational infrastructure, and disciplined
balance sheet management. 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 risks worth considering,
before making an investment decision. All current and potential investors are advised to regularly review 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, 2025 (Annual Report) and any subsequently filed quarterly reports on Form 10-Q and any Current Reports on Form 8-K. If any
material risks were to occur – including those not presently known to us or currently deemed immaterial – our business operations
may be impaired, and our financial condition or operating results would likely suffer. In that event, the value of our securities could
decline, and you could lose part or all of your investment. 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 https://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.
Investor Contact
Charley Brady
Head of Investor Relations
ir@bit-digital.com