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Big Digital Energy (BGDE) CFO exercises 23,923 RSUs with tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Big Digital Energy, Inc. Chief Financial Officer William C. Regan exercised equity awards and had shares withheld for taxes. On April 6, 2026 he exercised 23,923 restricted stock units into an equal number of common shares, following an accelerated vesting triggered by a change of control under the 2024 Omnibus Equity Incentive Plan. To cover tax obligations, 8,183 common shares were disposed of through a tax-withholding transaction at $2.59 per share. After these transactions, he directly holds 37,052 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider REGAN WILLIAM C
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 23,923 $0.00 --
Exercise Common Stock 23,923 $0.00 --
Tax Withholding Common Stock 8,183 $2.59 $21K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 45,235 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan. On December 18, 2025, the reporting person was granted 23,923 restricted stock units, which were scheduled to vest in full on December 18, 2026. The vesting date of such grant was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026. The restricted stock units were settled for shares of common stock on May 8, 2026.
RSUs exercised 23,923 units Restricted stock units converted to common stock on April 6, 2026
Tax-withholding shares 8,183 shares Shares disposed at $2.59 each to cover tax obligations
Price per share for tax withholding $2.59 per share Value used for 8,183-share tax-withholding disposition
Shares held after transactions 37,052 shares Direct common stock ownership following April 6, 2026 events
Originally granted RSUs 23,923 units Grant on December 18, 2025 under 2024 Omnibus Equity Incentive Plan
Restricted Stock Units financial
"On December 18, 2025, the reporting person was granted 23,923 restricted stock units, which were scheduled to vest in full on December 18, 2026."
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
2024 Omnibus Equity Incentive Plan financial
"Each restricted stock unit is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan ("Plan")"
change of control financial
"The vesting date of such grant was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
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*
REGAN WILLIAM C

(Last)(First)(Middle)
C/O BIG DIGITAL ENERGY, INC.
950 RAILROAD AVE

(Street)
MIDLAND PENNSYLVANIA 15059

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Big Digital Energy, Inc. [ BGDE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026
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
Common Stock04/06/2026M23,923A(1)45,235D
Common Stock04/06/2026F8,183D$2.5937,052D
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)04/06/2026M23,923 (2) (2)Common Stock23,923$00D
Explanation of Responses:
1. Each restricted stock unit is issued under and subject to the terms of the Mawson Infrastructure Group Inc 2024 Omnibus Equity Incentive Plan ("Plan"), and represents the right to receive, at settlement, one share of common stock, an equivalent cash amount at fair market value, or a combination, at the discretion of the Administrator of the Plan.
2. On December 18, 2025, the reporting person was granted 23,923 restricted stock units, which were scheduled to vest in full on December 18, 2026. The vesting date of such grant was accelerated due to a change of control, as defined by the Plan, effective April 6, 2026. The restricted stock units were settled for shares of common stock on May 8, 2026.
/s/ William C. Regan05/13/2026
** 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)