BTBT Chief Leads $2 Public Offering with Major Share Buy

Rhea-AI Filing Summary

Bit Digital (NASDAQ: BTBT) filed a Form 4 showing CEO Samir Tabar’s purchase of 750,000 ordinary shares at $2.00 each, a $1.5 million investment made through an underwritten public offering expected to close on 27 June 2025.

The transaction, coded “P,” lifts Tabar’s direct holdings to 2,108,089 shares. No derivative securities were involved.

• Insider buying by the CEO may signal confidence.
• Offering structure suggests incremental share issuance, implying dilution risk for existing holders.

Positive

• CEO purchased 750,000 shares at $2.00, a $1.5 million insider buy exceeding the $500 K materiality threshold
• Post-transaction ownership rises to 2,108,089 shares, increasing management’s equity stake and alignment with shareholders

Negative

• Shares are acquired via an underwritten public offering, indicating new share issuance and potential dilution for current investors

Insights

Insider Transactions Analyst

TL;DR: $1.5 M CEO buy signals confidence and tighter alignment.

Tabar’s sizable purchase—roughly 36% of his prior stake—represents a clear vote of confidence. Insider buys of this magnitude (> $500 K) historically precede positive market sentiment, particularly when executed in conjunction with a primary offering, as it reassures investors on pricing. His post-deal ownership of 2.1 M shares improves management–shareholder alignment. While the filing lacks detail on total offering size, the CEO’s participation should temper concerns about aggressive discounting. Overall, this is a constructive data point for perception of BTBT’s valuation and near-term capital strategy.

Portfolio Manager

TL;DR: Insider buy good, but dilution risk limits upside.

The CEO purchase is encouraging; however, because the shares come from an underwritten public offering, existing shareholders face dilution. Without disclosure of total shares to be issued, it’s impossible to quantify EPS impact, leaving risk‐reward balanced. Short-term, the transaction supports the $2 price floor, yet any sizeable issuance above 5-10% of float could offset benefits. Net effect: modestly positive signal outweighed by capital-raising uncertainty, keeping impact neutral for diversified portfolios.

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^*

Tabar Samir

(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)
	Chief Executive Officer

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		750,000(1)	A	$2	2,108,089	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 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.

	/s/ Samir Tabar	06/26/2025
	** 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 Bit Digital shares did CEO Samir Tabar buy on June 25, 2025?

He purchased 750,000 ordinary shares as disclosed in the Form 4.

What was the total value of the BTBT insider purchase?

At $2.00 per share, the transaction amounts to approximately $1.5 million.

What is Samir Tabar’s total ownership after the purchase?

Following the transaction, he beneficially owns 2,108,089 ordinary shares.

When will the related public offering close?

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

Was the purchase made under a Rule 10b5-1 trading plan?

The filing does not indicate that the purchase was executed pursuant to a Rule 10b5-1 plan.

What transaction code is listed in BTBT’s Form 4?

The filing uses transaction code “P”, denoting an open-market or public offering purchase.