Bit Digital, Inc
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
BTBT$0.73-7.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| Exhibit No. | Description |
| 3(i) | Certificate of Incorporation, as amended(5) |
| 3(ii) | Amended and Restated Memorandum of Association(12) |
| 3(iii) | Amended and Restated Articles of Association(15) |
| 3(iv) | Director’s Certificate dated April 20, 2021 Creating Preference Shares(3) |
| 4 | Rights of Ordinary Shareholders(16) |
| 4.1 | Indenture, dated October 2, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. (22) |
| 4.2 | First Supplemental Indenture, dated as of October 2, 2025, between the Company and U.S. Bank Trust Company, National Association, as Trustee. (22) |
| 4.3 | Form of 4.00% Convertible Senior Note due 2030. (22) |
| 10.1 | Share Exchange Agreement by and between the Company and Geney Development(6) |
| 10.2 | Employment Agreement dated as of October 28, 2022 by and between the Registrant and Erke Huang as amended on March 10, 2023(14) |
| 10.3 | [Intentionally omitted] |
| 10.4 | Independent Director Agreement dated as of December 8, 2025 by and between the Registrant and Ichi Shih* |
| 10.5 | Independent Director Agreement dated as of September 7, 2020 by and between the Registrant and Zhaohui (misstated as Chao Hui) Deng(1) |
| 10.6 | Employment Agreement dated as of March 31, 2002 by and between the Registrant with Sam Tabar (14) as amended on January 1, 2022 and March 31, 2023 |
| 10.7 | Amendment No 3 to Employment Agreement between the Registrant with Sam Tabar* |
| 10.8 | Employment Agreement dated as of March 31, 2021 by and between the Registrant and Bryan Bullett, as amended as of January 6, 2022(14) |
| 10.10 | Confidential Negotiated Separation Agreement and General Release dated as of March 13, 2023 (effective March 31, 2023) by and between the Registrant and Bryan Bullett(16) |
| 10.11 | Lease dated March 19, 2020 by and between Bedford Storage Limited Partnership and NWorks Management Corp. (the “Lease”) (24) |
| 10.12 | First Amendment dated as of February 1, 2021, Second Amendment dated as of March 25, 2022 and Landlord’s Consent to Assign Lease dated March 12, 2024 (24) |
| 10.13 | Share Purchase Agreement dated October 11, 2024, by and among the Sellers, certain affiliates of the Sellers, the Sellers’ Representatives and 16428380 Canada Inc, a wholly-owned subsidiary of the Issuer. The names of the Sellers, affiliates of the Sellers, Sellers’ Representatives, certain other matters and all exhibits and schedules to this Securities Purchase Agreement have been omitted and are available upon request of the SEC (24) |
| 10.14 | Agreement of Purchase and Sale of 7330 Trans-Canada Highway, Point-Claire, Quebec, Canada. Schedules have been omitted and are available upon request.(24) |
| 10.15 | Agreement of Purchase and Sale, dated as of April 10, 2025, by and between the Company and Unifi Manufacturing, Inc., a wholly owned subsidiary of Unifi, Inc(19) |
| 10.16 | Lease Agreement, dated as April 10, 2025, by and among 9523-9984 QUÉBEC INC., EDC SAINT-JÉRÔME LIMITED PARTNERSHIP and Enovum.(20) |
| 10.17 | Placement Agency Agreement, dated as of July 14, 2025, by and between the Company and R. Riley Securities.(21) |
| 10.18 | Underwriting Agreement, dated as of September 29, 2025, by and among the Company, Barclays, Cantor Fitzgerald and B. Riley(22) |
| 10.19 | Director Agreement dated as of December 10, 2025, by and between the Company and Amanda Cassatt.(23) |
| 10.20 | Consulting Agreement dated June 18, 2025, by and between the Company and Serotonin Inc.(23) |
| 10.21 | Offer Letter Dated May 19, 2021 by and between the Registrant and Justin Zhu.(25) |
| 10.22 | Amendment to Offer Letter dated as of July 25, 2025 by and between the Registrant and Justin Zhu.(25) |
| 10.23 | Amendment to Real Estate Purchase and Sale Agreement dated as of May 19, 2025, by and between Enovum NC-1 Bidco, LLC and Unifi Manufacturing, Inc (26) |
| 10.24 | Section 351 Contribution Agreement, dated July 30, 2025, between WhiteFiber, Inc. and the Company. (27) |
| 10.25 | Transition Services Agreement, dated July 30, 2025, between WhiteFiber, Inc. and the Company. (27) |
| 14 | Code of Ethics for Officers, Directors and Employees of Bit Digital, Inc.(14) |
| 19 | Insider Trading Policy(14) |
| 21 | List of subsidiaries of the Registrant* |
| 23.1 | Consent of Independent Registered Public Accounting Firm, Audit Alliance LLP* |
| 31.1 | PEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | PFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | PEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | PFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97 | Clawback Policy(13) |
| 101.INS | Inline XBRL Instance Document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
| * | Filed with this report. |
|---|
| (1) | Incorporated by reference to the Registrant’s Form 6-K for September 2020 filed on September 14, 2020. |
| (2) | Incorporated by reference to the Registrant’s Form 6-K for May 2020 filed on May 28, 2020. |
| (3) | Incorporated by reference to the Registrant’s Form 6-K for May 2021 filed on May 18, 2021. |
| (4) | Incorporated by reference to the Registrant’s Form F-1 Registration Statement filed on March 10, 2021. |
| (5) | Incorporated by reference to the Registrant’s Form F-3 Registration Statement filed on August 30, 2021. |
| (6) | Incorporated by reference to the Registrant’s Form 6-K for May 2021 filed on May 27, 2021. |
| (7) | Incorporated by reference to the Registrant’s Form 6-K for September 2021 filed on September 30, 2021. |
| (8) | Incorporated by reference to the Registrant’s Form 6-K for August 2021 filed on August 31, 2021. |
| (10) | Incorporated by reference to the Registrant’s Form 20-F for the year ended December 31, 2017 filed on April 30, 2018. |
| (11) | Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 15, 2022. |
| (12) | Incorporated by reference to the Registrant’s Proxy Statement on Form 6-K filed with the SEC on June 30, 2022. |
| (13) | Incorporated by reference to the Registrant’s Form 6-K for November 2023 filed on November 30, 2023. |
| (14) | Incorporated by reference to the Registrant’s Form 20-F for the year ended December 31, 2022 filed on April 28, 2023. |
| (15) | Incorporated by reference to the Registrant’s Form 6-K October 2024 filed on October 30, 2024. |
| (16) | Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 18, 2024. As amended as of January 1, 2022 and March 31, 2023 |
| (17) | Incorporated by reference to the Registrant’s Form 6-K for October 2021 filed on September 30, 2021. |
| (18) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2025. |
| (19) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on April 16, 2025. |
| (20) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2025. |
| (21) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July15, 2025. |
| (22) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2025. |
| (23) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on December 12, 2025. |
| (24) | Incorporated by reference to this Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 14, 2025. |
| (25) | Incorporated by reference to the Registrants Form 8-K filed with the SEC on July 29, 2025. |
| (26) | Incorporated by reference to the Registrants Form 8-K filed with the SEC on May 23, 2025. |
| (27) | Incorporated by reference to the Registrants Form 10-Q for the quarter ending June 30, 2026, filed with the SEC on August 14, 2026. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.