Big Digital Energy CFO exercises RSUs, pays taxes

Big Digital Energy, Inc. Chief Financial Officer William C. Regan exercised equity awards and had shares withheld for taxes.

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.

Insider Trade Summary

23,923 shares exercised/converted

Exercise 3 txns

Insider REGAN WILLIAM C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,923	$0.00	$0.00
Exercise	Common Stock	23,923	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,183	$2.59	$21K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 37,052 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

RSUs exercised: 23,923 units Tax-withholding shares: 8,183 shares Price per share for tax withholding: $2.59 per share +2 more

5 metrics

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

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, 2024 Omnibus Equity Incentive Plan, +1 more

5 terms

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.

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

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Accepted by SEC EDGAR 05/13/2026 - 04:23 PM Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/06/2026		M		23,923	A	(1)	45,235	D
Common Stock	04/06/2026		F		8,183	D	$2.59	37,052	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
Restricted Stock Units	(1)	04/06/2026		M			23,923	(2)	(2)	Common Stock	23,923	$0	0	D

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. Regan	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)