Bit Digital (NASDAQ: BTBT) reappoints director and approves $800K preference dividend

Rhea-AI Filing Summary

Bit Digital, Inc. reappointed Ichi Shih as an independent director and Chair of the Audit Committee under a one-year Director Agreement dated December 8, 2025, with automatic one-year renewals unless either party gives 60 days’ notice. She will receive $120,000 per year, paid monthly, and may receive additional equity awards at the Board’s discretion, with indemnification and directors’ and officers’ insurance coverage.

The Board also approved an interim cash dividend to Geney Development Limited, the holder of 1,000,000 preference shares, of $0.80 per Preference Share, totaling $800,000, to be paid from retained earnings. Geney is owned 30% by CFO and director Erke Huang and 70% by independent director and former Chair Zhaohui Deng.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHIHNGTON, 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) February 19, 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		Nasdaq Capital Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2026, the Board of Directors of Bit Digital, Inc. (the “Company”) approved the Director Agreement (the “Director Agreement”) by and between the Company and Ms. Ichi Shih, dated as of December 8, 2025 (the “Effective Date”).

Pursuant to the Director Agreement, Ms. Shih was reappointed as an independent member of the Board of Directors of the Company effective as of the Effective Date. Ms. Shih also serves as Chair of the Audit Committee of the Board of Directors.

The term of Ms. Shih’s terminates on the earlier of: the expiration of the period of one (1) year from the Effective Date, or the next Annual Meeting of Shareholders of the Company; upon the death of the director; the termination of the director from the position of member of the Board of Directors by the mutual agreement of the Company and the director; or upon the resignation by the director from the Board of Directors. The Director Agreement is automatically renewed for one (1) year periods, unless cancelled by either party upon written notice at least sixty (60) days prior to the end of the term.

There is no understanding or arrangement between Ms. Shih and any other person pursuant to which she was appointed as a director. Ms. Shih does not have any family relationship with any director, executive officer or person nominated or chosen by the Board of Directors to become a director or an executive officer. Ms. Shih has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.

Ms. Shih’s compensation as an independent director is $120,000 a year, to be paid monthly. In addition, she is eligible for the grant of equity compensation, from time to time, at the discretion of the Board of Directors, or a compensation committee thereof.

The Company shall indemnify Ms. Shih for her activities as a director of the Company to the fullest extent permitted by law and shall cover Ms. Shih under a director’ and officers’ liability insurance obtained by the Company. Further, the Company and Ms. Shih agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company and its other members of the Board of Directors

The foregoing description of the Director Agreement is a summary of its material terms. This summary does not purport to be complete and is qualified in its entirety by reference to the Director Agreement, which is attached as Exhibit 10.1 hereto and is incorporated into this Current Report on Form 8-K by reference.  

Item 8.01. Other Events.

On February 19, 2026, the Board of Directors of the Company approved the payment of an interim dividend to Geney Development Limited (“Geney”), an entity organized under the laws of British Virgin Islands (the “Preference Shareholder”), holding one thousand (1,000,000) preference shares in the Company, par value US $0.01 (the “Preference Shares”), in cash in the amount of US$ 0.80 per Preference Share, in the total sum of US$ 800,000. The afore-mentioned interim dividend will be paid out of the Company’s retained earnings available for distribution pursuant to the applicable provisions of the Amended and Restated Articles of Association of the Company.

Erke Huang, the Chief Financial Officer and a director of the Company, is the President of Geney and the beneficial owner of thirty (30%) percent of the equity of Geney, with the remaining seventy (70%) percent held by Zhaohui Deng, an independent director and former Chairman of the Board of the Company.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Number		Description
10.1		Director Agreement, dated as of December 8, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIT DIGITAL, INC.
Date: February 25, 2026	By:	/s/ Samir Tabar
		Samir Tabar
		Chief Executive Officer

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FAQ

What director changes did Bit Digital (BTBT) announce in this 8-K?

Bit Digital reappointed Ichi Shih as an independent director and Audit Committee Chair under a one-year Director Agreement dated December 8, 2025, with automatic one-year renewals unless either party gives 60 days’ written notice before the end of the term.

How is Bit Digital (BTBT) compensating director Ichi Shih under the new agreement?

Ichi Shih will receive annual cash compensation of $120,000, paid monthly, for serving as an independent director. She is also eligible for equity-based compensation at the Board’s or its compensation committee’s discretion, and will receive indemnification and directors’ and officers’ liability insurance coverage.

What dividend did Bit Digital (BTBT) approve for its preference shareholder Geney Development Limited?

The Board approved an interim cash dividend to Geney Development Limited of $0.80 per Preference Share on 1,000,000 preference shares, for a total of $800,000. The dividend will be paid out of retained earnings as permitted by Bit Digital’s Amended and Restated Articles of Association.

Who owns Geney Development Limited, Bit Digital’s preference shareholder?

Geney Development Limited is owned 30% by Bit Digital’s Chief Financial Officer and director, Erke Huang, who serves as its President, and 70% by independent director and former Board Chairman, Zhaohui Deng. Both individuals therefore indirectly benefit from the approved interim preference share dividend.

Does Bit Digital (BTBT) disclose any related-party aspects of the approved dividend?

Yes. The filing notes that Geney Development Limited, which receives the $800,000 interim dividend, is 30% owned by CFO and director Erke Huang and 70% owned by independent director and former Chairman Zhaohui Deng, highlighting their indirect economic interests in the Preference Shares.

What indemnification protections does Bit Digital (BTBT) provide to director Ichi Shih?

Bit Digital states it will indemnify Ichi Shih for her activities as a director to the fullest extent permitted by law and include her under its directors’ and officers’ liability insurance. The parties also plan an indemnification agreement similar to those with other Board members.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 DIRECTOR AGREEMENT, DATED AS OF DECEMBER 8, 2025 43.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB