Big Digital Energy, Inc.
For the period ended Nov 13, 2026. Filed Oct 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 13, 2026 · Filed Oct 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
October 23, 2026
Dear Stockholders of Big Digital Energy, Inc.,
On behalf of the Board of Directors and management of Big Digital Energy, Inc., we are pleased to invite you to attend our upcoming Annual Meeting.
This year has marked an important period of transformation for Big Digital. Following a complete turnover of the Board and corporate rebranding, we have set a clear path towards the intersection of energy and the rapidly expanding demand for high-performance digital infrastructure. We want to make clear our objective: to develop and operate power-backed, scalable infrastructure capable of serving the evolving needs of artificial intelligence, high-performance computing, digital assets and other energy-intensive computing applications.
Looking ahead, we believe Big Digital has significant opportunities for growth. We are continuing to develop our infrastructure platform, expanding our ability to serve enterprise customers, and pursuing investments that we believe can deliver attractive long-term returns for our stockholders. We believe Big Digital has an opportunity to become an important infrastructure provider for the digital economy. Realizing that opportunity will require continued investment, careful execution and a willingness to adapt as technology, energy markets and customer demands evolve. We are focused on
building a business that can grow with these markets while remaining disciplined in our approach to capital and shareholder value. Our Board and management team remain committed to these principles as we execute our strategy and position Big Digital for the next phase of its development.
We are grateful for the continued support of our stockholders, employees, customers, business partners and other stakeholders. We look forward to the opportunities ahead and to sharing our progress with you.
Thank you for your investment in and support of Big Digital.
/s/ Joshua A. Kilgore
Joshua A. Kilgore
Executive Chair
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | November 13, 2026, 10:00 am Eastern Time |
|---|---|
| Place: | Virtual Meeting Portal Meeting link: meetnow.global/M5XML7Y |
| Items of Business: | 1. Elect seven (7) nominees as directors of the Company to serve until the 2027 annual meeting of stockholders. |
| 2. Approve the potential issuance of Common Stock upon conversion of the Series D Convertible Preferred Stock and exercise of the Warrant equal to 20% or more of the common stock outstanding before the issuance of the Series D Convertible Preferred Stock. | |
| 3. Amend and restate the 2024 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,000,000 shares. | |
| 4. Amend the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 90,000,000 to 600,000,000 shares and the number of authorized shares of preferred stock from 1,000,000 to 2,000,000 shares. | |
| 5. Ratify the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | |
| 6. Authorize the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals. | |
| In addition, we will transact such other business as may properly come before the Annual Meeting or any adjournments of the Annual Meeting. | |
| Who Can Vote: | Stockholders of record at the close of business on September 14, 2026 are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. |
| Important Notice Regarding Proxy Materials | This Notice presents an overview of the complete Proxy Statement, which accompanies this Notice. The Proxy Statement and our Annual Report are available on our website, www.bigdigital.energy, the Securities and Exchange Commission’s website, www.sec.gov, and at https://www.edocumentview.com/BGDE. |
YOUR VOTE IS VERY IMPORTANT.
Whether or not you plan to participate in the Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the Annual Meeting and minimize the cost of proxy solicitation. Thank you for your continued support.
The Board recommends you vote (1) FOR the election of seven (7) director nominees; (2) FOR the potential issuance of common stock upon conversion of the Series D Convertible Preferred Stock and exercise of the Warrant equal to 20% or more of the common stock outstanding before the issuance of the Series D Convertible Preferred Stock; (3) FOR the amendment and restatement of the 2024 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,000,000 shares; (4) FOR the amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 90,000,000 to 600,000,000 shares and the number of authorized shares of preferred stock from 1,000,000 to 2,000,000 shares; (5) FOR the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (6) FOR the authorization of the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals.
By Order of the Board of Directors,
/s/ Kaliste Saloom
Kaliste Saloom
General Counsel and Corporate Secretary
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