Bit Digital Insider Tax Sale: 20,077 Shares Sold by VP Justin Zhu

Rhea-AI Filing Summary

Justin Zhu, identified on the form as an officer serving as VP of Finance and CAO, reported a single transaction dated 08/21/2025 involving the company's common stock (ticker BTBT). The filing shows 20,077 ordinary shares were disposed of at a price of $2.714 per share. The explanation states these shares were sold to pay the tax liability arising from the vesting of restricted stock units awarded under the company's 2025 Omnibus Equity Incentive Plan, and the sale was executed pursuant to Rule 16b-3 rather than as a discretionary trade. After the sale, the reporting person beneficially owned 43,253 shares. The form is signed and dated 08/22/2025.

Insights

Financial Analyst

TL;DR: Routine tax-driven sale of vested RSUs; small disposition relative to typical insider holdings, no discretionary trading indicated.

The reported transaction is a common post-vesting sale to satisfy tax obligations: 20,077 shares sold at $2.714 per share. The filer notes the sale was to cover taxes on RSU vesting under the 2025 Omnibus Equity Incentive Plan and executed pursuant to Rule 16b-3, which typically signals a non-discretionary, administrative transaction rather than a directional trade by management. The remaining beneficial ownership is reported as 43,253 shares. From a financial-materiality perspective, the form contains no indication of additional acquisitions, pledges, or option exercises that would change capital structure or signal a strategic shift.

Corporate Governance Expert

TL;DR: Disclosure appears complete for a routine RSU tax-withholding sale and follows Rule 16b-3 mechanics.

The Form 4 discloses the nature of the sale and links it to RSU vesting and tax withholding, consistent with standard insider reporting practices. The filer identifies as an officer (VP of Finance and CAO) and executed the transaction on 08/21/2025. The signature dated 08/22/2025 is present. There are no indications of related-party arrangements, derivative transactions, or changes in control reported on this form. For governance monitoring, this filing records a routine administrative action rather than a governance event.

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).

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^*

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)
08/21/2025

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	08/21/2025	08/21/2025	F		20,077(1)	D	$2.714	43,253	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 (the "Plan") pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

	/s/ Justin Zhu	08/22/2025
	** 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 did Justin Zhu report on Form 4 for BTBT?

The form reports a sale of 20,077 ordinary shares on 08/21/2025 at $2.714 per share to cover taxes from vested RSUs; remaining beneficial ownership is 43,253 shares.

Why were the shares sold according to the Form 4?

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

Was the transaction discretionary or pursuant to a plan?

The explanation specifies the sale was executed pursuant to Rule 16b-3, indicating it was not a discretionary trade but a transaction to satisfy tax withholding on RSU vesting.

When was the Form 4 signed and filed?

The form is signed by Justin Zhu and dated 08/22/2025, reporting a transaction dated 08/21/2025.

What is Justin Zhu's role at Bit Digital as listed on the form?

The form lists the reporting person as an officer with the title VP of Finance and CAO.