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Bit Digital (BTBT) awards 400,000 performance-based RSUs to its CFO

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bit Digital, Inc granted Chief Financial Officer Huang Erke two performance-based restricted stock unit (RSU) awards totaling 535,000 units under its 2025 Omnibus Incentive Plan. The awards correspond to 135,000 and 400,000 RSUs tied to milestones met on December 31, 2025 and June 30, 2026, respectively. Each RSU is convertible into one Ordinary Share at an exercise price of 0.0100 per share, with an expiration date of March 12, 2035, and was issued in an exempt transaction pursuant to Rule 16b-3.

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Insider Huang Erke
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1 135,000 $0.00 $0.00
Grant/Award Restricted Stock Units F2 400,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 935,000 shares (Direct)
Footnotes (2)
  1. F1. These performance-based RSUs were issued under the Company's 2025 Omnibus Incentive Plan (the "Plan") in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, when the applicable performance milestones were met on June 30, 2026.
  2. F2. These performance-based RSUs were issued under the Plan in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, when the applicable performance milestones were met on December 31, 2025.
Performance-based RSUs granted (milestone June 30, 2026) 135,000 units Restricted Stock Units issued when milestones were met on June 30, 2026
Performance-based RSUs granted (milestone December 31, 2025) 400,000 units Restricted Stock Units issued when milestones were met on December 31, 2025
Underlying Ordinary Shares per RSU grant 135,000 and 400,000 shares Each RSU grant is convertible into an equal number of Ordinary Shares
RSU conversion/exercise price 0.0100 per share Conversion or exercise price for the underlying Ordinary Shares
RSU expiration date 2035-03-12 Expiration date applicable to both reported RSU awards
Restricted Stock Units financial
"security_title: Restricted Stock Units, transaction_type: derivative"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"These performance-based RSUs were issued under the Company's 2025 Omnibus"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
2025 Omnibus Incentive Plan financial
"These performance-based RSUs were issued under the Company's 2025 Omnibus Incentive Plan"
An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.
Rule 16b-3 regulatory
"issued under the Plan in an exempt transaction pursuant to Rule 16b-3 under the Securities"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider equity awards did Bit Digital (BTBT) grant to its CFO?

Bit Digital granted CFO Huang Erke two performance-based RSU awards totaling 535,000 units. These consist of 135,000 and 400,000 restricted stock units, each convertible into Ordinary Shares under the company’s 2025 Omnibus Incentive Plan.

Are the BTBT CFO’s RSUs performance-based and what milestones apply?

Yes. The CFO’s RSUs are performance-based. One 135,000-unit grant became issuable when milestones were met on June 30, 2026, and a separate 400,000-unit grant became issuable when milestones were met on December 31, 2025.

Under what plan were the Bit Digital (BTBT) CFO RSUs issued?

The RSUs were issued under Bit Digital’s 2025 Omnibus Incentive Plan. They were reported as exempt transactions under Rule 16b-3 of the Securities Exchange Act, which covers certain equity awards to officers and directors.

What are the conversion terms for the BTBT CFO’s RSUs?

Each RSU granted to the CFO is convertible into one Ordinary Share at a conversion price of 0.0100 per share. The awards carry an expiration date of March 12, 2035, defining the outer limit for potential share delivery.

Were the Bit Digital (BTBT) CFO’s RSU transactions under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox was not marked for these transactions. The footnotes describe them as equity awards under the incentive plan, not as trades executed under a pre-arranged 10b5-1 trading plan.

Does the Form 4 show the CFO’s total Bit Digital (BTBT) holdings after these RSU grants?

No resulting ownership totals are reported for these awards. The Form 4 discloses the 135,000 and 400,000 performance-based RSU grants and their terms but does not state the CFO’s aggregate share or unit holdings after the transactions.
SEC Form 4
FORM 4UNITED 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*
Huang Erke

(Last)(First)(Middle)
31 HUDSON YARDS
FLOOR 11

(Street)
NEW YORK NEW YORK 10001

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Bit Digital, Inc [ BTBT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$0.0107/24/202607/24/2026A135,00007/24/202603/12/2035Ordinary Shares135,000$0535,000D
Restricted Stock Units(2)$0.0107/24/202607/24/2026A400,00007/24/202603/12/2035Ordinary Shares400,000$0400,000D
Explanation of Responses:
1. These performance-based RSUs were issued under the Company's 2025 Omnibus Incentive Plan (the "Plan") in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, when the applicable performance milestones were met on June 30, 2026.
2. These performance-based RSUs were issued under the Plan in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, when the applicable performance milestones were met on December 31, 2025.
/s/ Erke Huang07/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)