BTBT Form 3—Justin Zhu Discloses 15,711 Shares, 75,000 Options, 25,000 RSUs

Rhea-AI Filing Summary

Bit Digital officer Justin Zhu filed an Initial Statement of Beneficial Ownership reporting direct ownership of 15,711 ordinary shares and equity awards under the 2021 Second Omnibus Equity Incentive Plan. The filing lists 75,000 incentive stock options exercisable from 04/16/2022 through 03/16/2027 at $3.17 and 25,000 restricted stock units (RSUs) with an indicated date 03/12/2035 and vesting in eight equal quarterly periods starting June 16, 2022. The filing is dated 07/25/2025 and signed 08/20/2025.

Insights

Financial Analyst

TL;DR: Officer disclosure shows modest direct holdings with substantially larger option and RSU grants that could dilute if exercised or vested.

The filing reports 15,711 directly held shares and two types of equity awards totaling 100,000 underlying shares (75,000 options and 25,000 RSUs). Options are exercisable through 03/16/2027 at a $3.17 exercise price; RSUs vest in eight quarterly tranches beginning June 16, 2022. For investors, these are routine Section 16 disclosures documenting insider compensation and potential future share issuance; the amounts are small relative to a typical public float but are material to ownership disclosure.

Corporate Governance Expert

TL;DR: Standard Form 3 filing by a senior officer documenting beneficial ownership and equity awards under the company plan.

This is a procedural initial beneficial ownership statement. It identifies Justin Zhu as VP of Finance and CAO and a director, and documents awards granted under the 2021 Second Omnibus Equity Incentive Plan in transactions relying on Rule 16b-3. The RSU vesting schedule is explicit; the filing contains no departures, related-party transactions, or governance changes. It serves disclosure and compliance purposes.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zhu Justin

(Last) (First) (Middle)

31 HUDSON YARDS,

FLOOR 11

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2025

3. Issuer Name and Ticker or Trading Symbol
Bit Digital, Inc [ BTBT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Finance and CAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, $.01 par value	15,711	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Options(1)	04/16/2022	03/16/2027	Ordinary Shares	75,000	$3.17	D
Restricted stock units(1)	(2)	03/12/2035	Ordinary Shares	25,000	$0	D

Explanation of Responses:

1. These options and restricted stock units ("RSUs") were issued pursuant to the Bit Digital 2021 Second Omnibus Equity Incentive Plan in exempt transactions pursuant to Rule 16b-3 under the Securities Exchange of 1934 as amended.

2. These RSUs become vested in eight (8) equal quarterly periods commencing June 16, 2022.

	/s/ Justin Zhu	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Justin Zhu report on the Form 3 for Bit Digital (BTBT)?

He reported 15,711 ordinary shares directly owned, 75,000 incentive stock options exercisable through 03/16/2027 at $3.17, and 25,000 RSUs with specified vesting.

When was the event requiring the Form 3 recorded for BTBT?

The Date of Event is listed as 07/25/2025; the form is signed on 08/20/2025.

What is the vesting schedule for the RSUs reported by Justin Zhu?

The RSUs vest in eight equal quarterly periods commencing June 16, 2022.

Under what plan were the options and RSUs issued?

They were issued under the Bit Digital 2021 Second Omnibus Equity Incentive Plan in exempt transactions pursuant to Rule 16b-3.

What is Justin Zhu's role at Bit Digital as stated on the Form 3?

He is identified as a Director and as an Officer with the title VP of Finance and CAO.