Form 8-K

8-K — Bit Digital, Inc

Accession: 0001213900-26-088768

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001710350

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301811-8k_bitdigital.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 13, 2026, TITLED "BIT DIGITAL, INC. ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS." (ea030181101ex99-1.htm)

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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)

August 13, 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

The Nasdaq Stock Market LLC

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 August 13, 2026, BIT Digital, Inc. (the “Company”)

is issuing a press release and, at 10:30 AM ET on the same date, it will be holding a conference call regarding its financial results

for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the

“Report’).

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 7.01. Regulation FD Disclosure.

The information set forth in Item 2.02 above is

incorporated herein by reference.

On August 13, 2026, at 10:30AM ET, the Company

will be holding its second quarter earnings call to discuss its financial results and forward-looking business outlook. Both the webcast

link and presentation are available on the Company’s investor relations website at www.bit-digital.com.

By furnishing this Report, the Company makes no

admission as to the materiality of any information in this Report, including the statements made in the preceding paragraph.

The information in this Item 7.01, shall not be

deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any

filing under 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 August 13, 2026, titled “Bit Digital, Inc. Announces Second Quarter 2026 Financial Results.”

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: August 13, 2026

Bit Digital, Inc.

(Registrant)

By:

/s/ Sam Tabar

Name:

Sam Tabar

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 13, 2026, TITLED "BIT DIGITAL, INC. ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS."

EX-99.1

Filename: ea030181101ex99-1.htm · Sequence: 2

Exhibit 99.1

Bit Digital, Inc. Announces Second Quarter 2026

Financial Results

NEW YORK, August 13, 2026 /PRNewswire/ —

Bit Digital, Inc. (Nasdaq: BTBT) (the “Company”), a publicly listed Strategic Asset Company focused on Ethereum (“ETH”)

strategies and AI/HPC infrastructure, today announced its financial results for the second quarter of 2026. The Company will host a conference

call on August 13, 2026, at 10:30 AM ET to discuss results (click

here for registration information).

Financial Highlights for the Second Quarter

of 2026

The Company’s second quarter results reflected

revenue growth across its infrastructure businesses, improved operating cash flow, and the execution of a treasury-backed financing that

funded development of WhiteFiber’s NC-1 data center campus without selling ETH or issuing equity at either company.

Results for the second quarter of 2026 include

the consolidated financial performance of WhiteFiber Inc. (Nasdaq: WYFI), with a portion

of results attributable to non-controlling interests.

● Total

revenue for the second quarter of 2026 was $32.1 million, a 15% increase compared to $27.9

million in the first quarter of 2026. For the six months ended June 30, 2026, total revenue

was $60.0 million, an 18% increase year over year.

● Gross

profit for the second quarter was $18.6 million, a gross margin of 57.9%.

● Revenue

from cloud services was $23.8 million, a 42% increase from the prior quarter, at a gross

margin of approximately 58%, driven by new contracts entering service and expansion of existing

agreements. For the six months, cloud services revenue increased 29% year over year.

● Revenue

from colocation services was $4.7 million, essentially unchanged from the prior quarter,

at a gross margin of approximately 63%. For the six months, colocation revenue increased

182% year over year. NC-1 is not reflected in second quarter results and is expected to begin

contributing in the third quarter.

● Revenue

from ETH staking was $0.9 million, compared to $2.3 million in the prior quarter. For the

six months, ETH staking revenue increased 246% year over year. The sequential decline reflected

the repositioning of ETH into liquid staking to collateralize the WhiteFiber financing described

below, together with lower average ETH prices during the quarter.

● Revenue

from digital asset mining was $2.4 million, on 32.3 bitcoin mined compared to 48.1 bitcoin

in the prior quarter. For the six months, mining revenue declined 58% year over year, consistent

with the continued wind-down of the business. The segment generated a gross margin of approximately

26% for the second quarter.

● Net

loss attributable to Bit Digital shareholders for the second quarter was $(107.2) million,

or $(0.31) per diluted share, compared to $(146.7) million, or $(0.45) per diluted share

in the first quarter. Results continued to be impacted by non-cash movements on digital assets

and non-operating items, which together accounted for approximately $86 million of the quarterly

loss.

● Net

cash provided by operating activities was $46.8 million for the six months ended June 30,

2026, a 33% increase compared to $35.1 million in the same period of 2025.

● Cash

and cash equivalents totaled approximately $83.6 million as of June 30, 2026, compared to

$79.5 million as of March 31, 2026. Of that balance, approximately $27.5 million was held

at Bit Digital and approximately $56.1 million at WhiteFiber.

● Contract

liabilities were $143.1 million as of June 30, 2026, compared to $79.6 million as of December

31, 2025. Remaining performance obligations were approximately $1.0 billion at quarter end,

of which approximately $57.7 million is expected to be recognized during the balance of 2026,

$136.7 million in 2027, and $105.1 million in 2028, and the remainder thereafter.

● Convertible

notes were $336.2 million as of June 30, 2026, compared to $334.2 million as of March 31,

2026.

● As

of June 30, 2026, Bit Digital held 27,043,750 WhiteFiber shares, with an implied value of

approximately $1.05 billion based on the Nasdaq closing price of $38.85 per share

on that date.

Ethereum Treasury Update

As of June 30,

2026, the Company held approximately 164,310.5 ETH,[1] with a market value based on a closing ETH price of approximately $1,569 on that

date.

● 75,757.5

ETH was held directly at a fair value of $118.9 million, including ETH natively staked through

the Company’s validator partner.

● During

the quarter, the Company liquid staked 73,235 ETH and received 66,192 LsETH in exchange.

Of that balance, 49,000 LsETH was pledged as collateral in connection with the Company’s

collateralized borrowing and is reflected on the balance sheet as a digital asset collateral

receivable of $105.6 million. The remaining 17,192 LsETH is carried within digital intangible

assets at $27.6 million and is retained as a buffer against margin requirements.

● On

May 11, 2026, the Company purchased 8,568 ETH for $20 million, at an average cost of approximately

$2,334.25 per ETH. The Company sold no ETH during the quarter.

LsETH

is accounted for separately from ETH under different guidance and is carried at cost less impairment rather than fair value. The reclassification

changed where the position appears on the balance sheet without changing the Company’s underlying economic exposure. The Company recorded

a non-cash impairment of $46.0 million on LsETH during the quarter, which does not represent a realized loss.

Strategic Asset Company Strategy

Bit Digital operates as a Strategic Asset Company,

allocating capital across two core areas: Ethereum as economic infrastructure, and AI infrastructure through its majority ownership stake

in WhiteFiber.

During the second quarter, the Company raised

$50 million of liquidity against a portion of its ETH treasury and used its own balance sheet to originate a delayed draw term facility

for WhiteFiber, with commitments of up to $150 million, guaranteed by the WhiteFiber parent. The facility provided WhiteFiber with additional

liquidity to support its growth initiatives, including the development of the NC-1 data center campus. Structuring the transaction this

way preserved the Company’s ETH position and avoided issuing equity at either company. The transaction was reviewed by independent committees

at both companies, with fairness opinions delivered to their respective boards.

The Company does not intend to sell WhiteFiber

shares in 2026 and continues to view the position as a long-term strategic asset.

Bitcoin Mining Update

Bit Digital continued reducing exposure to bitcoin

mining during the quarter as part of its transition toward Ethereum and infrastructure-related operations. Mining remains gross margin

positive but is no longer a strategic growth priority.

The Company does not expect to allocate meaningful

growth or maintenance capital to this segment going forward. Capital allocation is expected to continue shifting toward Ethereum and infrastructure-related

opportunities.

Management Commentary

“This quarter was about capital allocation,”

said Sam Tabar, CEO of Bit Digital. “WhiteFiber required interim capital to support its growth initiatives while pursuing permanent

financing for NC-1. Bit Digital borrowed against a portion of its ETH treasury and became the lender, allowing us to support WhiteFiber’s

growth without selling Ethereum or diluting our ownership.”

“That decision reflects how we operate.

We are not trying to hold the most ETH. We are trying to get the most out of the ETH we hold. Our strategy is to build a productive balance

sheet — assets that earn while they appreciate, assets that finance operating businesses, and businesses that generate cash flow

we can reinvest.”

“WhiteFiber, our largest asset by market

value, continued to reach important operating and commercial milestones. Initial billing has commenced at NC-1, with full contracted run-rate

billing across 40 megawatts of contracted IT load expected later this month. Since its last earnings call, WhiteFiber has also signed

new multi-year Cloud Services agreements representing more than $540 million of aggregate contract value over their initial terms. Based

on contracts signed to date, its Cloud Services portfolio is expected to generate more than $200 million of annualized revenue once fully

deployed.”

“Our operating results improved through

the quarter. Our valuation did not. The market continues to value Bit Digital primarily as a passive digital asset treasury, and the Board

is currently evaluating our options to address that disconnect.”

[1] Includes approximately 15,318 ETH and ETH-equivalents

held in an externally managed fund, and approximately 73,235 ETH presented on an as-converted basis from LsETH using the Coinbase conversion

rate as of June 30, 2026.

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, visit our website at

www.bit-digital.com or follow us on LinkedIn or

Investor Notice

Investing in our securities involves risks worth

considering, before making an investment decision. All current and potential investors are advised to regularly review 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 risks were to occur – including those not presently known to us or currently deemed immaterial – our business

operations may be impaired, and our financial condition or operating results would likely suffer. In that event, the value of our securities

could decline, and you could lose part or all of your investment. 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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