Form 8-K

8-K — Bit Digital, Inc

Accession: 0001213900-26-037587

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001710350

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0284345-8k_bitdigital.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 31, 2026

BIT DIGITAL, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-38421

98-1606989

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

31 Hudson Yards, Floor 11, New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code (212) 463-5121

N/A

(Former name or former address, if

changed since last report.)

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, $.01 par value

BTBT

Nasdaq Capital Market Check

the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On March 31, 2026, BIT Digital, Inc.

(the “Company”) is issuing a press release and announcing a conference call regarding its financial results for the

year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information in this Item 2.02

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated March 31, 2026, titled “Bit Digital, Inc. Announces Fiscal Year 2025 Financial Reports.”

104

Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the

Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

authorized.

Date: March 31, 2026

Bit Digital, Inc.

(Registrant)

By:

/s/ Sam Tabar

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED MARCH 31, 2026, TITLED "BIT DIGITAL, INC. ANNOUNCES FISCAL YEAR 2025 FINANCIAL REPORTS"

EX-99.1

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Exhibit

99.1

Bit

Digital, Inc. Announces Fiscal Year 2025 Financial Results

NEW

YORK, March 31, 2026 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) (the “Company”), today announced its financial results

for the Fiscal Year 2025. The Company will host a conference call on April 1, 2026, at 10:00 AM ET to discuss results (click here for

registration information).

Financial

Highlights for Fiscal Year 2025

The

Company’s results for 2025 reflect its continued transition toward an Ethereum-focused treasury strategy and majority ownership

in WhiteFiber, a separately managed public company, providing exposure to AI infrastructure.

Results

for fiscal year 2025 include the consolidated financial performance of WhiteFiber Inc. (Nasdaq: WYFI), which was a wholly-owned subsidiary

prior to its initial public offering on August 6, 2025 and continues to be consolidated following the IPO due to its majority ownership.

Following the IPO, Bit Digital continues to hold a majority ownership stake in WhiteFiber, a separately managed public company, with

a portion of net income attributable to non-controlling interests.

● Total

revenue for fiscal year 2025 was $113.6 million, a 5% increase compared to $108.0 million

in fiscal year 2024. The increase was primarily driven by growth in cloud and colocation

services, along with increased revenue from ETH staking, partially offset by a decrease in

digital asset mining revenue.

● Revenue

from digital asset mining was $27.3 million for 2025, a 53% decrease compared to $58.6 million

in the prior year. The decline was driven by increased network difficulty and a reduction

in active hash rate as the Company continues to wind down this business line.

● Revenue

from cloud services was $68.8 million, a 50% increase compared to $45.7 million in the prior

year.

● Revenue

from colocation services was $8.9 million, a 555% increase from $1.4 million in the prior

year.

● Revenue

from ETH staking was $7.0 million, a 287% increase compared to $1.8 million in 2024. The

increase was driven by higher staking rewards, growth in staked balances, and higher average

ETH prices.

● Net

loss attributable to Bit Digital shareholders for fiscal year 2025 was $(80.3) million, or

$(0.31) per diluted share, compared to net income of $28.3 million, or $0.19 per diluted

share, in fiscal year 2024.

● Adjusted

EBITDA for fiscal year 2025 was $(24.9) million, compared to $73.0 million in fiscal year

2024. The change was primarily driven by a significant swing in digital asset gains and losses,

reflecting volatility in crypto asset prices, including a loss of approximately $29.2 million

in 2025 compared to a gain of approximately $55.7 million in 2024, partially offset by growth

in cloud, colocation, and ETH staking revenue.1

To supplement our consolidated financial statements, which

are prepared and presented in accordance with GAAP, we use EBITDA and Adjusted EBITDA as non-GAAP financial measures. We believe these

measures provide useful information to investors and others in understanding and evaluating our operating results as they eliminate the

effects of certain items that are not directly attributable to our core operating performance. However, the use of these non-GAAP measures

has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as

reported under GAAP. Some of these limitations are: (i) they do not reflect our cash expenditures or future requirements for capital

expenditures; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; and (iii) other companies in

our industry may calculate these measures differently, limiting their usefulness as comparative measures

● Cash

and cash equivalents totaled $118.4 million as of December 31, 2025, compared to $95.2 million

as of December 31, 2024.

● Total

digital assets were $415.7 million as of December 31, 2025, compared to $161.4 million as

of December 31, 2024, reflecting continued ETH accumulation, partially offset by lower ETH

prices at year-end 2025.

● As

of December 31, 2025, Bit Digital held 27,043,750 WhiteFiber shares, with an implied value

of approximately $427.3 million based on the Nasdaq closing price of $15.80 per share on

that date.

Strategic

Asset Company Strategy

June 2025, Bit Digital initiated a strategic transition toward an Ethereum-focused treasury and staking strategy, reshaping the Company

to align its capital allocation and operations with secular changes in digital assets and compute infrastructure. We have concentrated

our capital, staking activity, and balance sheet around Ethereum as programmable financial infrastructure, while maintaining exposure

to AI infrastructure through our majority ownership stake in WhiteFiber, a separately managed public company.

Today,

Bit Digital operates as a Strategic Asset Company (SAC), focused on capital allocation across two core areas: Ethereum as economic infrastructure,

and AI infrastructure through its ownership stake in WhiteFiber. As a SAC, the Company goes beyond passive treasury accumulation by actively

participating in the Ethereum network through validator operations and staking, generating yield and supporting network activity. At

the same time, it maintains exposure to growing demand for AI and high-performance computing infrastructure through its ownership of

WhiteFiber. This approach is designed to support long-term compounding through staking yield, disciplined capital allocation, and exposure

to structural growth in both digital assets and compute infrastructure.

a result of this strategy, the Company’s ETH position2 has grown significantly:

● June

30, 2025: 30,663 ETH held.

● December

31, 2025: 155,227 ETH held, with a market value of approximately $460.6 million based on

a closing ETH price of approximately $2,967 at year-end.

of December 31, 2025, approximately 138,263 ETH, or ~89% of total holdings, were actively staked. In 2025, the Company earned approximately

1,988.8 ETH from native staking rewards, compared to 565.1 ETH in 2024, reflecting continued growth in staking participation and yield

generation. Staking rewards contributed $7.0 million in revenue during 2025.

The

Company’s average acquisition price across its ETH holdings was approximately $3,045 as of year-end. The Company remains focused

on growing its ETH position in a disciplined and opportunistic manner over time, with an emphasis on capital efficiency, staking yield

and long-term compounding rather than short-term scale.

Bitcoin

Mining Update

Bit

Digital continues to wind down its bitcoin mining operations as part of its transition toward an Ethereum-focused treasury strategy.

During 2025, the Company reduced its active hash rate as legacy capacity was retired, resulting in lower production.

of December 31, 2025, the Company’s active hash rate was approximately 1.5 EH/s, with an average fleet efficiency of approximately

22 J/Th.

The

Company does not expect to allocate meaningful growth or maintenance capital to this segment going forward, as operations are primarily

focused on the orderly runoff of remaining hosting agreements. Proceeds from ongoing activity are generally converted into ETH to support

the Company’s treasury strategy, and we expect mining exposure to continue declining over time.

Includes approximately 6,062 ETH and ETH-equivalents held in

an externally managed fund as of June 30, 2025; Includes approximately 15,218.3 ETH and ETH-equivalents held in an externally managed

fund as of December, 31, 2025.

Management

Commentary

“2025

was a defining year for Bit Digital as we repositioned the Company around a clear view of how capital markets are evolving,” said

Sam Tabar, CEO of Bit Digital. “We exited businesses that no longer represented an efficient use of capital and concentrated our

efforts in infrastructure we believe will compound over time. Today, that means Ethereum as economic infrastructure and AI compute through

our majority ownership stake in WhiteFiber.”

“We

do not view Ethereum as a passive holding. It is programmable financial infrastructure that allows us to participate directly in network

activity through staking and related activities. Our focus is on increasing ETH per share in a disciplined way while maintaining flexibility

and balance sheet strength. We have been deliberate in how we scale our position and have not prioritized size for its own sake. We believe

this approach better positions us to grow the ETH balance opportunistically over time.”

“At

the same time, our majority ownership stake in WhiteFiber provides exposure to AI infrastructure, where demand for compute continues

to outpace supply. We view this as a long-term ownership position and do not intend to monetize it opportunistically.”

“As

we move into the next phase, our focus is on strengthening the Company’s ability to generate durable cash flow to support continued

investment and compounding across the platform. We are actively evaluating opportunities to expand our business in ways that align with

this objective.”

“We

have operated through multiple market cycles. Volatility is not new to us. Our focus is on disciplined execution and long-term compounding.”

About

Bit Digital

Bit

Digital (NASDAQ: BTBT) is a Strategic Asset Company (SAC) focused on active participation in Ethereum infrastructure and controlling

equity exposure to AI/HPC infrastructure through its majority ownership stake in WhiteFiber (NASDAQ: WYFI). The Company purchases and

stakes ETH to generate protocol-native yield and participates directly in the Ethereum network. Bit Digital allocates capital with a

focus on long-duration, foundational infrastructure and disciplined balance sheet management. For additional information, please contact

ir@bit-digital.com or follow us on LinkedIn or X.

Investor

Notice

Investing

in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties

and forward-looking statements described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended

December 31, 2025 (Annual Report) and any subsequently filed quarterly reports on Form 10-Q and any Current Reports on Form 8-K. If any

material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value

of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the

only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be

used to anticipate results in the future. See “Safe Harbor Statement” below.

Safe

Harbor Statement

This

press release may contain certain “forward-looking statements” relating to the business of Bit Digital, Inc., and its subsidiary

companies. All statements, other than statements of historical fact included herein are “forward-looking statements.” These

forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,”

or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected

in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may

prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date

of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements

as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities

and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company

or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities

laws, the Company does not assume a duty to update these forward-looking statements.

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