[8-K] Bit Digital, Inc Reports Material Event
Rhea-AI Filing Summary
Bit Digital, Inc. furnished an investor presentation outlining its strategy as a “Strategic Asset Company” focused on Ethereum and AI infrastructure. As of May 31, 2026, it held 162,080 ETH valued at about $324.8 million and owned roughly 27.0 million WhiteFiber (WYFI) shares worth about $755.6 million, retaining ~70% ownership.
The presentation highlights a market net asset value (mNAV) per share of $3.06 versus a BTBT share price of $2.02, implying a ~34% discount based on ETH and WYFI holdings. Bit Digital also describes an ETH‑backed credit facility with Galaxy supporting a delayed‑draw term loan of up to $150 million to finance WhiteFiber buildouts while earning an interest spread and preserving ETH exposure.
Positive
- None.
Negative
- None.
Insights
Bit Digital details ETH-heavy balance sheet, WYFI stake and AI-financing structure.
Bit Digital positions itself as a Strategic Asset Company centered on Ethereum and AI infrastructure via majority-owned WhiteFiber. It reports 162,080 ETH and about 27.0 million WYFI shares, with combined asset values over $1.0B, and notes its calculated mNAV trades below the current share price.
The ETH-backed credit facility with Galaxy enables a delayed-draw term loan up to $150M to fund WhiteFiber’s AI data center buildout. Bit Digital earns a reported spread between ~9.5% lending to WYFI and ~2.5% funding cost, while maintaining ETH as collateral. This structure ties growth to both crypto asset values and AI infrastructure execution.
The filing does not change formal guidance but clarifies levers: ETH staking yield around 3.1%, a 10-year 40 MW Nscale contract at NC-1, and a sizable retrofit pipeline. Subsequent company filings and operational updates for NC-1 and MTL-3 will show how effectively this capital structure converts into revenue and enterprise value.
8-K Event Classification
Key Figures
Key Terms
Strategic Asset Company financial
ETH-Backed Credit Facility financial
delayed-draw term loan financial
non GAAP metric financial
anchor contract financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
| (Exact name of registrant as specified in its charter) |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
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 | ||
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 7.01 Regulation FD Disclosure.
On June 30, 2026, representatives of the Company made a presentation to an investor (the “Investor Presentation”) using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference. The Company is posting the Investor Presentation on its website and may use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to other investors, analysts and others during the fiscal year ending December 31, 2026.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Investor Presentation Slideshow in use beginning June 30, 2026 (furnished only). | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
1
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: June 30, 2026 | Bit Digital, Inc. | |
| (Registrant) | ||
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
1 www.bit-digital.com | @BitDigital_BTBT A Strategic Asset Company for productive digital infrastructure Investor Presentation | July 2026
2 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. About this Presentation: This presentation has been prepared by Bit Digital, Inc. ("Bit Digital" or the "Company") solely for information purposes. This presentation and its contents are confidential and may be deemed to contain material non-public information about the Company and its affiliates. This presentation may not, in whole or in part, be disclosed, reproduced, disseminated or quoted at any time or in any manner without the Company's prior written consent (whether or not attributed directly to the Company as a source). The information contained herein also includes information provided by third parties, such as market data and industry forecasts that were obtained from industry publications. Neither Bit Digital, its affiliates or any third parties that provide information to Bit Digital guarantee the accuracy, completeness, timeliness or availability of any such information. Neither Bit Digital, its affiliates or any third parties that provide information to Bit Digital are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither Bit Digital nor any of its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Information contained herein may include information respecting prior performance of Bit Digital. Information respecting prior performance, while a useful tool, is not necessarily indicative of actual results to be achieved in the future, which is dependent upon many factors, many of which are beyond the control of Bit Digital. Certain financial information is based on estimates of management of Bit Digital. These estimates, which are based on the reasonable expectations of management, are subject to change and there can be no assurance that they will prove to be correct. The information contained herein does not purport to be all-inclusive or contain all information that an investor may require in order to properly evaluate the business, prospects or value of Bit Digital. Neither Bit Digital nor any of its affiliates has any obligation to update this presentation and the information may change at any time without notice. Neither Bit Digital nor any of its affiliates makes any representation or warranty, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness, or completeness of any of the information contained herein (including but not limited to information obtained from third parties related or unrelated to Bit Digital), Bit Digital and its affiliates expressly disclaim any responsibility or liability arising therefrom. Unless otherwise indicated, financial information in this presentation is as of the dates shown herein and other statements in this presentation are made as of the date hereof, and no implication should be made that the information contained herein is correct as of any other time subsequent to such date. 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. Investor Notice
3 Our Experienced Team Select Experience Sam Tabar Chief Executive Officer ▪ Founded in 2017; acquired by Consensys 2020 ▪ Sam Tabar was Co-Founder and Chief Strategy Officer ▪ Provided tokenized real estate using blockchain technology ▪ Developed AirSwap, a DeFi trading platform for global exchange of Ethereum Brock Pierce Board Member Amanda Cassatt Board Member Erke Huang Chief Financial Officer & Director Select Experience Long Soar Technology Limited Select Experience Select Experience
4 Bit Digital Growth Journey 2020-2021 | Foundations ● Bitcoin Mining & commodity compute ● Began converting BTC to ETH ● Formed initial ETH treasury 2022-2023 | Ethereum Focus ● Scaled ETH treasury & staking ● Shift to productive economic infrastructure 2024 | AI Expansion ● Launched cloud services ● Built early AI exposure 2024-2025 | Infrastructure Scale ● Acquired data center platform ● Built AI infrastructure business ● WhiteFiber IPO: public AI infrastructure business 2025+ | Strategic Positioning ● Converted Bitcoin to 100% Ethereum treasury + staking. ● BTC mining sunsetting (~1 EH/s) ● Retained majority stake in WYFI ● Transition to Strategic Asset Company
5 What is a Strategic Asset Company? Strategy & Operations SAC DAT ETF Deploys capital into productive economic & AI infrastructure ✔ X X Integrates infrastructure assets into real-world operating models ✔ X X Strategic acquisitions - ETH operating businesses ✔ X X Passive balance-sheet exposure X ✔ ✔ Bit Digital's Focus - Economic infrastructure: Ethereum - AI infrastructure: AI compute (WhiteFiber) - Generate yield + durable value - Strategic capital deployment - Strategic acquisitions of ETH operating businesses As a Strategic Asset Company: - Bit Digital is the 4th largest public ETH holder - Secures the Ethereum network with over 160,000 ETH owned(1) - Operates assets to generate durable, usage-driven value 1. As of May 31st, 2026
6 Our Strategic Assets Economic Infrastructure Operates Ethereum infrastructure through staking and network participation Treats ETH as productive economic infrastructure, not passive inventory We focus on owning productive infrastructure that generates yield, usage, participation, and building operating capabilities around those assets as they compound over time. AI Infrastructure Majority equity ownership in AI compute and data center infrastructure (~70%) Provides scalable, energy-dense capacity for AI and HPC workloads
7 Why Infrastructure is the Scarce Asset "When intelligence is cheap, what becomes expensive? Verification... Blockchains address this at the infrastructure layer." - a16z Crypto What Is Becoming Scarce - Reliable, scalable verification & compute infrastructure for intelligence-driven workloads ETH and AI Converge - Ethereum coordinates value, ownership, and execution - AI produces intelligence through compute - Both reward participants, not passive holders
8 mNAV vs BTBT Share Price Illustrative as of May 31, 2026 Asset Holdings Market Price Value ($MM) Ethereum 162,080 $2,004.00 $324.8 WhiteFiber (WYFI) Stake (70.5% Stake) 27,043,750 $27.94 $755.6 Combined Asset Value $1,080.4 -34% Discount Note: BTBT shares outstanding as of May 31, 2026. Illustrative mNAV calculated using ETH price of $2,004.00 and WYFI price of $27.94 as of May 31, 2026. WYFI stake shown at prevailing market value. mNAV is a non GAAP metric and may differ from other companies' calculations. Bit Digital's GAAP assets and liabilities as of March 31, 2026 were approximately $1,180.7 million and $572.0 million, respectively. See bit-digital.com for a real-time mNAV calculator. BTBT Shares Outstanding 353.4MM mNAV per Share $3.06 BTBT Share Price $2.02 As of May 31, 2026
9 Implied Value of Bit Digital's Stake in WYFI Represents Significant Discount to Market 1. Based on ETH price of $2,004.00 as of May 31, 2026. 2. Based on 27,043,750 WYFI shares held by Bit Digital as of May 31, 2026. 3. Represents Implied Value of WYFI Equity holding divided by Market Value of WYFI Equity holding as of May 31, 2026. Note: Closing prices sourced from FactSet as of May 31, 2026, market close. No control premium or discount has been applied to BTBT's WYFI stake. Market values change continuously. mNAV is a non-GAAP metric and may differ from other companies' calculations. Share Price $2.02 Shares Outstanding 353.4MM BTBT Market Cap $713.9MM ETH Holdings 162,080 Less: ETH Value at 1.0x mNAV(1) ($324.8MM) Implied Value of WYFI Holding $389.1MM Market Value of WYFI Holding(2) $755.6MM Implied Potential Valuation Upside of WYFI Holding +$366.5MM Value of WYFI Equity Stake as Multiple of NAV(3) 0.51x
10 ETH as Economic Infrastructure 1. Bit Digital monthly production updates. 2. Hashlock – "Blockchains With the Most Developers in 2025" (2025). 3. CoinMarketCap , as of May 31, 2026. 4. KuCoin – "Data: Ethereum-Based Stablecoins Generate $5 Billion in 2025, Supply Grows to $50 Billion" (2026). Staking Generates Passive Value: 3.1% APY staking rewards as of May 2026.(1) Most Active Developer Ecosystem: Leading platform for blockchain developers.(2) Second Largest Digital Asset: ~$245B Market Cap as of May 31, 2026.(3) Basis for ~65% of Stablecoins(4): Foundation of digital dollar infrastructure. Preferred Tokenization Platform: Blackrock, Fidelity, JPM Chase, Circle, PayPal. Unique Technical Value: Primary DeFi platform; secures the network.
11 The Ethereum Flywheel Fund AI/HPC WhiteFiber compute 1. Bit Digital currently trades at a ~34% discount to NAV as of 5/31/26. Market Net Asset Value (mNAV ) represents the market value of digital asset holdings and other assets, less liabilities, as of the date indicated. mNAV is a non GAAP metric. Bit Digital's GAAP assets and liabilities as of March 31, 2026 were approximately $1,180.7 million and $572.0 million, respectively. Raise Capital Equity, debt levers 1 Acquire ETH Opportunistic buying 2 Stake for Yield Native + Liquid 3 4 Compound Value ETH yield + compute 5 Premium to NAV Lower capital cost(1) 6
12 Ethereum Infrastructure & Partners Existing Native Staking Relationships ✓ Institutional-grade validator infrastructure already operational ✓ Exclusively stake Bit Digital owned ETH Custodial Partnerships ✓ Enterprise custody integrations with tier-1 providers ✓ Multiple layers of security with validated protocols Institutional Scale Deployment ✓ Has one of the largest ETH treasuries of any public company today Early Mover Experience ✓ Multi-year operational track record in ETH staking ✓ Public-company transparency and governance standards ✓ Battle-tested infrastructure through market cycles
13 Loan proceeds from Galaxy WYFI ETH-Backed Loan Facility: Structure & Value Creation Deploying ETH to finance real-world growth with superior returns and equity upside Galaxy finances ETH-Backed Credit Facility to Bit digital ~5.5% Standard Lending/Margin Terms BTBT extends a 9.5% DELAYED-DRAW TERM LOAN - Up to $100M committed - Option to expand to $150M - To finance WYFI buildouts Bit Digital Extends Loan to WhiteFiber INTEREST SPREAD Earns 7% spread (9.5% loan to WYFI vs ~2.5% cost of funds, including 3% OID)(1) EQUITY UPSIDE ~70% ownership in WYFI drives potential upside from execution and growth SUPERIOR RETURNS PROFILE Higher returns than staking alone + participation in real-world value creation + + Capital deployed to accelerate buildouts BTBT owns ~70% of WhiteFiber (WYFI) Growth, revenue & enterprise value increase WHAT BIT DIGITAL EARNS ETH posted as collateral ETH COLLATERAL Bit Digital maintains exposure to ETH as a core reserve asset 1 3 4 2 1. Additional information can be found on Form 8-K filed with the SEC on May 27th, 2026 - https://www.sec.gov/ix?doc=/Archives/edgar/data/0001710350/000121390026061574/ea0292031-8k_bitdigital.htm
14 Source: Company information as of May 31, 2026; Note: All MW reflected on a gross basis. 1. Co-location capacity under rental agreement. 2. Development of MTL-2 has been put on hold. (3) Pipeline defined as data center sites for sale and under evaluation by management. 4. Includes customers that have signed definitive agreements but are not yet generating revenue. 5. Total NC-1 power capacity of at least 99.0 gross MW by May 2029 with additional expansion capacity potentially available. AI Infrastructure: Overview Footprint Pipeline(3) ~11 MW Online in 2025 ~76 MW Online by YE 2026 ~5,000 NVIDIA GPUs Contracted 20+ Customers(4) Integrated AI Infrastructure Platform ~1.5 GW Pipeline(3) NC-1(5) 99.0 MW MTL-1 4.0 MW MTL-3 7.0 MW MTL-2 5.0 MW(2) Iceland(1)
15 Growth Journey Jan 2024 Cloud services launched Initial GPU cloud platform Feb 2025 WhiteFiber brand launched Cloud + data center platform unified Aug 2025 WhiteFiber IPO Pure-play AI infrastructure platform Dec 2025 Nscale anchor contract 40 MW IT load / ~$865MM TCV Oct 2024 Enovum acquired Data center platform added Oct 2025 MTL-3 operational Cerebras facility delivered in ~6 months May 2026 New cloud wins >$175MM recent cloud contract value May 2025 NC1 acquired Flagship U.S. data center campus added WhiteFiber has scaled from GPU cloud into an integrated AI infrastructure platform across data centers, cloud services and long-duration customer deployments.
16 Key Investment Takeaways Visible Near-Term Execution: MTL-3 is operational and NC-1 Phases 1 & 2 are contracted, with additional capacity milestones ahead. Cloud Services Momentum: May 2026 wins represent >$175MM of recent cloud contract value across owned-fleet and project-financed models. Capital-Efficient Growth Model: Customer prepayments, expense pass-throughs and project level financing support growth with reduced corporate balance sheet reliance. Robust Retrofit Acquisition Pipeline: Evaluating retrofit acquisition opportunities where power access, customer demand and speed to market align. Pure-Play AI Infrastructure Platform: Public market exposure to an integrated data center and cloud platform serving long-duration enterprise AI demand. Contracted Flagship Asset: Anchored by a 10-year, 40 MW IT load agreement with Nscale, with expansion potential beyond the initial deployment. 1 2 3 4 5 6 A contracted AI infrastructure platform with near-term execution, capital-efficient growth and expansion upside.
17 Strategic Asset Company Snapshot BTBT + WYFI Delayed-Draw Term Loan Up to $150MM Total ETH Held 162,080.6 Total ETH Value ~$324.8MM AVG ETH Acquisition Price All data as of May 31, 2026 $3,007.63 Note: The preliminary estimated financial results represents only preliminary consolidated financial results and is based on information available to management as of the date of this presentation. Consolidated results includes, among other entities, WhiteFiber's results. Total ETH Staked 74,163 ETH Staking Rewards 146.4 ETH Annual Yield Percentage 3.1% WYFI Value $755.6MM WYFI Shares Owned ~27.0MM
18 31 Hudson Yards, Floor 11 New York, NY 10001 United States +1 212 463 5121 IR@bit-digital.com www.bit-digital.com | @BitDigital_BTBT Investor Presentation | July 2026