Bit Digital Insider Sale: VP of Finance Sells RSU Shares to Cover Taxes

Rhea-AI Filing Summary

Justin Zhu, Vice President of Finance and Chief Accounting Officer of Bit Digital, Inc. (BTBT), reported a sale of 1,038 ordinary shares on 09/24/2025 at a price of $3.213 per share. The filing states the shares were sold to pay the tax liability arising from the vesting of restricted stock units granted under the company’s 2025 Omnibus Equity Incentive Plan and that this was not a discretionary transaction by the reporting person. After the sale, Mr. Zhu beneficially owns 45,340 shares. The Form 4 is signed by Justin Zhu on 09/24/2025.

Insights

Securities Analyst

TL;DR: Routine tax-related disposition of vested restricted stock units; no discretionary trading indicated, and beneficial ownership remains reported.

The Form 4 discloses a small, non-discretionary sale of 1,038 shares by an officer to satisfy tax withholding on vested RSUs. The transaction price of $3.213 per share and the post-transaction holding of 45,340 shares are explicitly reported. This is a routine administrative sale that does not signal an opportunistic liquidation or a change in investment stance by the reporting person.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure showing governance processes for equity compensation tax withholding.

The explanation states the sale was to cover tax liabilities upon RSU vesting under the 2025 Omnibus Equity Incentive Plan and cites Rule 16b-3 treatment. That indicates the company followed the customary insider transaction framework and that the reporting officer adhered to required disclosure and tax-withholding procedures. There is no indication of any discretionary or suspicious trading behavior in the filing.

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

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025	09/24/2025	F		1,038(1)	D	$3.213	45,340	D

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 sold to pay tax liability upon the vesting of restricted stock units awarded under the Company's 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. This does not represent a discretionary transaction by a reporting person.

	/s/ Justin Zhu	09/24/2025
	** 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

What transaction did Justin Zhu report on Form 4 for BTBT?

He reported a sale of 1,038 ordinary shares on 09/24/2025 at $3.213 per share.

Why were the shares sold according to the filing?

The filing states the shares were sold to pay tax liability arising from the vesting of restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan.

How many BTBT shares does Justin Zhu beneficially own after the reported transaction?

The Form 4 reports 45,340 shares beneficially owned following the transaction.

Was this sale a discretionary transaction by the reporting person?

No. The filing explicitly states this does not represent a discretionary transaction by the reporting person.

What is the reporting person’s role at Bit Digital, Inc.?

Justin Zhu is listed as Vice President of Finance and Chief Accounting Officer and an officer of the issuer.