[Form 4] Bit Digital, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bit Digital (NASDAQ: BTBT) filed a Form 4 disclosing that director Brock Pierce will purchase 500,000 ordinary shares at $2.00 per share in the company’s underwritten public offering scheduled to close on 27-Jun-2025. The $1.0 million buy will give Pierce 580,000 beneficially owned shares (500,000 direct; 80,000 indirect via Percival Services LLC). No shares were sold, and the transaction is coded “P,” indicating an outright purchase rather than an option exercise. The filing shows continued board-level participation and increases insider alignment with shareholders.

Insights

Insider Trading Analyst

TL;DR: $1M director buy signals confidence ahead of equity offering.

The reported purchase is sizeable relative to Bit Digital’s average daily volume and equals roughly 1% of the company’s outstanding shares, indicating material commitment. Buying at the offering price suggests Pierce is willing to absorb dilution on equal terms with public investors rather than seek preferential pricing. The absence of a Rule 10b5-1 plan points to discretionary conviction. Historically, insider buys exceeding $1 million often precede positive price action as they reduce perceived information asymmetry. Investors may view the move as a vote of confidence in the company’s strategy and capital raise.

Corporate Governance Specialist

TL;DR: Alignment improves; dilution risk remains ordinary.

Pierce’s direct stake rises from zero to 500 k shares, increasing board skin-in-the-game and tightening governance incentives. Although the purchase occurs within an underwritten offering that will dilute existing holders, management participation mitigates typical dilution concerns by demonstrating equal exposure. No preferential terms or option grants are involved, so governance optics are clean. The market will still weigh offering size and use of proceeds, but on balance the transaction modestly strengthens shareholder alignment without introducing governance red flags.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pierce Brock Jeffrey

(Last) (First) (Middle)

151 SAN FRANCISCO STREET,

SUITE 200 PMB 5450

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, $.01 par value	06/25/2025		P		500,000(1)	A	$2	500,000	D
Ordinary Shares, $.01 par value								80,000	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents ordinary shares that the reporting person expects to acquire in an underwritten public offering at a purchase price of $2.00 per share. The underwritten public offering is expected to close on June 27, 2025.

2. These shares are held in the name of Percival Services, LLC ("Percival"), a limited liability company organized under the laws of the commonwealth of Puerto Rico. Mr. Pierce is the Managing Director of Percival Services which has a Director Agreement with Bit Digital Inc. for Mr. Pierce to act as its representative.

	/s/ Brock Pierce	06/27/2025
	** 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 4 (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

How many BTBT shares did Director Brock Pierce buy on 06/25/2025?

Pierce reported the purchase of 500,000 ordinary shares.

What price did Brock Pierce pay for the BTBT shares?

The shares were acquired at $2.00 per share through the underwritten public offering.

What is Brock Pierce’s total BTBT ownership after the transaction?

He will beneficially own 580,000 shares (500,000 direct and 80,000 indirect).

When will Bit Digital’s public offering close?

The offering is expected to close on June 27, 2025.

Did Pierce sell any BTBT shares in this Form 4?

No. The filing reports only an acquisition; no dispositions were made.