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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)
March 31, 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 2.02. Results of Operations and Financial Condition.
On March 31, 2026, BIT Digital, Inc.
(the “Company”) is issuing a press release and announcing a conference call regarding its financial results for the
year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
Description |
| 99.1 |
|
Press Release dated March 31, 2026, titled “Bit Digital, Inc. Announces Fiscal Year 2025 Financial Reports.” |
| 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: March 31, 2026 |
|
|
| |
|
|
| |
Bit Digital, Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Sam Tabar |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Bit
Digital, Inc. Announces Fiscal Year 2025 Financial Results
NEW
YORK, March 31, 2026 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) (the “Company”), today announced its financial results
for the Fiscal Year 2025. The Company will host a conference call on April 1, 2026, at 10:00 AM ET to discuss results (click here for
registration information).
Financial
Highlights for Fiscal Year 2025
The
Company’s results for 2025 reflect its continued transition toward an Ethereum-focused treasury strategy and majority ownership
in WhiteFiber, a separately managed public company, providing exposure to AI infrastructure.
Results
for fiscal year 2025 include the consolidated financial performance of WhiteFiber Inc. (Nasdaq: WYFI), which was a wholly-owned subsidiary
prior to its initial public offering on August 6, 2025 and continues to be consolidated following the IPO due to its majority ownership.
Following the IPO, Bit Digital continues to hold a majority ownership stake in WhiteFiber, a separately managed public company, with
a portion of net income attributable to non-controlling interests.
| ● | Total
revenue for fiscal year 2025 was $113.6 million, a 5% increase compared to $108.0 million
in fiscal year 2024. The increase was primarily driven by growth in cloud and colocation
services, along with increased revenue from ETH staking, partially offset by a decrease in
digital asset mining revenue. |
| ● | Revenue
from digital asset mining was $27.3 million for 2025, a 53% decrease compared to $58.6 million
in the prior year. The decline was driven by increased network difficulty and a reduction
in active hash rate as the Company continues to wind down this business line. |
| ● | Revenue
from cloud services was $68.8 million, a 50% increase compared to $45.7 million in the prior
year. |
| ● | Revenue
from colocation services was $8.9 million, a 555% increase from $1.4 million in the prior
year. |
| ● | Revenue
from ETH staking was $7.0 million, a 287% increase compared to $1.8 million in 2024. The
increase was driven by higher staking rewards, growth in staked balances, and higher average
ETH prices. |
| ● | Net
loss attributable to Bit Digital shareholders for fiscal year 2025 was $(80.3) million, or
$(0.31) per diluted share, compared to net income of $28.3 million, or $0.19 per diluted
share, in fiscal year 2024. |
| ● | Adjusted
EBITDA for fiscal year 2025 was $(24.9) million, compared to $73.0 million in fiscal year
2024. The change was primarily driven by a significant swing in digital asset gains and losses,
reflecting volatility in crypto asset prices, including a loss of approximately $29.2 million
in 2025 compared to a gain of approximately $55.7 million in 2024, partially offset by growth
in cloud, colocation, and ETH staking revenue.1 |
| 1 |
To supplement our consolidated financial statements, which
are prepared and presented in accordance with GAAP, we use EBITDA and Adjusted EBITDA as non-GAAP financial measures. We believe these
measures provide useful information to investors and others in understanding and evaluating our operating results as they eliminate the
effects of certain items that are not directly attributable to our core operating performance. However, the use of these non-GAAP measures
has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as
reported under GAAP. Some of these limitations are: (i) they do not reflect our cash expenditures or future requirements for capital
expenditures; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; and (iii) other companies in
our industry may calculate these measures differently, limiting their usefulness as comparative measures |
| ● | Cash
and cash equivalents totaled $118.4 million as of December 31, 2025, compared to $95.2 million
as of December 31, 2024. |
| ● | Total
digital assets were $415.7 million as of December 31, 2025, compared to $161.4 million as
of December 31, 2024, reflecting continued ETH accumulation, partially offset by lower ETH
prices at year-end 2025. |
| ● | As
of December 31, 2025, Bit Digital held 27,043,750 WhiteFiber shares, with an implied value
of approximately $427.3 million based on the Nasdaq closing price of $15.80 per share on
that date. |
Strategic
Asset Company Strategy
In
June 2025, Bit Digital initiated a strategic transition toward an Ethereum-focused treasury and staking strategy, reshaping the Company
to align its capital allocation and operations with secular changes in digital assets and compute infrastructure. We have concentrated
our capital, staking activity, and balance sheet around Ethereum as programmable financial infrastructure, while maintaining exposure
to AI infrastructure through our majority ownership stake in WhiteFiber, a separately managed public company.
Today,
Bit Digital operates as a Strategic Asset Company (SAC), focused on capital allocation across two core areas: Ethereum as economic infrastructure,
and AI infrastructure through its ownership stake in WhiteFiber. As a SAC, the Company goes beyond passive treasury accumulation by actively
participating in the Ethereum network through validator operations and staking, generating yield and supporting network activity. At
the same time, it maintains exposure to growing demand for AI and high-performance computing infrastructure through its ownership of
WhiteFiber. This approach is designed to support long-term compounding through staking yield, disciplined capital allocation, and exposure
to structural growth in both digital assets and compute infrastructure.
As
a result of this strategy, the Company’s ETH position2 has grown significantly:
| ● | June
30, 2025: 30,663 ETH held. |
| ● | December
31, 2025: 155,227 ETH held, with a market value of approximately $460.6 million based on
a closing ETH price of approximately $2,967 at year-end. |
As
of December 31, 2025, approximately 138,263 ETH, or ~89% of total holdings, were actively staked. In 2025, the Company earned approximately
1,988.8 ETH from native staking rewards, compared to 565.1 ETH in 2024, reflecting continued growth in staking participation and yield
generation. Staking rewards contributed $7.0 million in revenue during 2025.
The
Company’s average acquisition price across its ETH holdings was approximately $3,045 as of year-end. The Company remains focused
on growing its ETH position in a disciplined and opportunistic manner over time, with an emphasis on capital efficiency, staking yield
and long-term compounding rather than short-term scale.
Bitcoin
Mining Update
Bit
Digital continues to wind down its bitcoin mining operations as part of its transition toward an Ethereum-focused treasury strategy.
During 2025, the Company reduced its active hash rate as legacy capacity was retired, resulting in lower production.
As
of December 31, 2025, the Company’s active hash rate was approximately 1.5 EH/s, with an average fleet efficiency of approximately
22 J/Th.
The
Company does not expect to allocate meaningful growth or maintenance capital to this segment going forward, as operations are primarily
focused on the orderly runoff of remaining hosting agreements. Proceeds from ongoing activity are generally converted into ETH to support
the Company’s treasury strategy, and we expect mining exposure to continue declining over time.
| 2 |
Includes approximately 6,062 ETH and ETH-equivalents held in
an externally managed fund as of June 30, 2025; Includes approximately 15,218.3 ETH and ETH-equivalents held in an externally managed
fund as of December, 31, 2025. |
Management
Commentary
“2025
was a defining year for Bit Digital as we repositioned the Company around a clear view of how capital markets are evolving,” said
Sam Tabar, CEO of Bit Digital. “We exited businesses that no longer represented an efficient use of capital and concentrated our
efforts in infrastructure we believe will compound over time. Today, that means Ethereum as economic infrastructure and AI compute through
our majority ownership stake in WhiteFiber.”
“We
do not view Ethereum as a passive holding. It is programmable financial infrastructure that allows us to participate directly in network
activity through staking and related activities. Our focus is on increasing ETH per share in a disciplined way while maintaining flexibility
and balance sheet strength. We have been deliberate in how we scale our position and have not prioritized size for its own sake. We believe
this approach better positions us to grow the ETH balance opportunistically over time.”
“At
the same time, our majority ownership stake in WhiteFiber provides exposure to AI infrastructure, where demand for compute continues
to outpace supply. We view this as a long-term ownership position and do not intend to monetize it opportunistically.”
“As
we move into the next phase, our focus is on strengthening the Company’s ability to generate durable cash flow to support continued
investment and compounding across the platform. We are actively evaluating opportunities to expand our business in ways that align with
this objective.”
“We
have operated through multiple market cycles. Volatility is not new to us. Our focus is on disciplined execution and long-term compounding.”
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 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, 2025 (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.
