Bit Digital, Inc. filings document material events for a Cayman Islands company whose ordinary shares trade on the Nasdaq Capital Market under BTBT. Recent Form 8-K disclosures cover operating and financial results, preliminary financial information, conference-call materials, Regulation FD investor presentations, and exhibits furnished with earnings releases.
The filing record also includes governance and capital-structure disclosures, including board changes, material agreements, shareholder voting matters, and risk-factor updates. These documents frame Bit Digital’s public reporting around Ethereum staking, digital-asset strategy, WhiteFiber ownership, balance sheet matters, and Nasdaq-listed ordinary shares.
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.
Bit Digital insider Justin Zhu, the company's VP of Finance and CAO, acquired 47,619 ordinary shares on 07/25/2025 by exercising restricted stock units granted under the 2025 Omnibus Equity Incentive Plan. The filing shows the shares were valued at the closing market price of $3.15 per share, implying an aggregate market value of $150,000 for the shares acquired. After the transaction Mr. Zhu beneficially owned 63,330 shares. The RSUs were issued in an exempt transaction pursuant to Rule 16b-3. The Form 4 was executed by Mr. Zhu on 08/20/2025 and lists his New York address.
Bit Digital officer Justin Zhu filed an Initial Statement of Beneficial Ownership reporting direct ownership of 15,711 ordinary shares and equity awards under the 2021 Second Omnibus Equity Incentive Plan. The filing lists 75,000 incentive stock options exercisable from 04/16/2022 through 03/16/2027 at $3.17 and 25,000 restricted stock units (RSUs) with an indicated date 03/12/2035 and vesting in eight equal quarterly periods starting June 16, 2022. The filing is dated 07/25/2025 and signed 08/20/2025.
Bit Digital, Inc. filed a current report to note that it will hold its second quarter earnings call on August 15, 2025 and is furnishing an accompanying investor presentation as Exhibit 99.1. The presentation, dated August 2025 and titled “There is no second best to rewrite the financial system,” may be used in future meetings with investors, analysts, lenders, business partners, acquisition candidates, customers, employees and other interested parties.
The company states that the information in the investor presentation and this report is being furnished under Regulation FD, not filed, and that it does not admit the materiality of the information. The presentation includes forward-looking statements, with related risks and uncertainties discussed on page 2 of that document.
Bit Digital completed an offering of its subsidiary WhiteFiber, which sold 9,375,000 ordinary shares at $17.00 per share, generating gross proceeds of $159,375,000 before underwriting discounts and offering expenses. All offered shares were sold by WhiteFiber and, after the offering, Bit Digital holds approximately 74.3% of WhiteFiber’s issued and outstanding ordinary shares. A 30-day underwriter option for up to 1,406,250 additional shares, if exercised in full, would reduce Bit Digital’s ownership to approximately 71.5%.
Bit Digital contributed its HPC business to WhiteFiber in exchange for 27,043,749 WhiteFiber ordinary shares. The Contribution transferred assets primarily related to the HPC business to WhiteFiber while WhiteFiber’s liabilities and certain WhiteFiber-related assets were allocated as described; other Bit Digital assets and liabilities were retained by Bit Digital. Assets were transferred on an "as is, where is" basis with limited representations and warranties.
Bit Digital and WhiteFiber entered into a Transition Services Agreement under which Bit Digital will provide specified finance, tax, legal, HR, IT, insurance and other administrative services at cost, with WhiteFiber estimating average fees of approximately $155,000 per month (exclusive of share-based compensation). The services term generally extends up to 24 months, and each party indemnifies the other for material breaches and certain misconduct while excluding liability for indirect or consequential damages.