Share-Based Compensation	3 Months Ended
Mar. 31, 2026
Share-Based Compensation [Abstract]
SHARE-BASED COMPENSATION	14. SHARE-BASED COMPENSATION Share-based compensation such as restricted stock units (“RSUs”), incentive and non-statutory stock options, restricted shares, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies under the 2021 Omnibus Equity Incentive Plan (“2021 Plan”), 2021 Second Omnibus Equity Incentive Plan (“2021 Second Plan”), 2023 Omnibus Equity Incentive Plan (“2023 Plan”), and 2025 Omnibus Equity Incentive Plan (“2025 Plan”) (collectively, “Bit Digital Incentive Plan”). An aggregate of 2,415,293 RSUs were granted under the 2021 Plan and no ordinary shares remain reserved for issuance under the 2021 Plan. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2021 Second Plan, under which 4,211,372 RSUs and 356,875 share options have been granted as of March 31, 2026. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2023 Plan, under which 4,215,635 RSUs have been granted as of March 31, 2026. There are 8,000,000 ordinary shares reserved for issuance under the Company’s 2025 Plan, under which 7,850,545 RSUs have been granted as of March 31, 2026. On February 6, 2025, the Board of Directors of WhiteFiber adopted the 2025 Omnibus Equity Incentive Plan (the “WhiteFiber 2025 Plan”). The WhiteFiber 2025 Plan provides share-based compensation such as restricted stock units (“RSUs”), incentive and non-statutory stock options, restricted shares, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies and up to 4,000,000, as amended, ordinary shares. There have been 1,104,569 RSUs granted as of March 31, 2026. From time to time, WhiteFiber grants equity awards under the WhiteFiber 2025 Plan to employees of the Company as consideration for services rendered to WhiteFiber. These awards are settled in shares of WhiteFiber’s ordinary shares and might be accounted for as share-based compensation to non-employee consultants and included within general and administrative expenses. Restricted Stock Units (“RSUs”) As of December 31, 2025, the Company had 112,228 awarded and unvested RSUs. On February 19, 2026, the Company granted 400,000 RSUs to each of the Company’s Chief Executive Officer and Chief Financial Officer in accordance with their compensation arrangements. All of these RSUs were immediately vested. On March 25, 2026, the Company granted 750,000 and 150,000 RSUs to the Company’s Chief Financial Officer and Chief Executive Officer, respectively, in accordance with his compensation arrangements. All of these RSUs were immediately vested. On March 25, 2026, the Company granted 1,094,340 RSUs to employees. All of these RSUs were immediately vested. As of March 31, 2026, the Company had 111,097 awarded and unvested RSUs. For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $4,611,248, and $215,798 in connection with the above RSU awards. As of March 31, 2026, the Company had $85,711 unrecognized compensation costs related to unvested RSUs. Share Options For the three months ended March 31, 2026 and 2025, the Company did not grant any options. The Company recognizes compensation expenses related to options on a straight-line basis over the vesting periods. For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $36,592, respectively. As of March 31, 2026, there were no unrecognized compensation costs related to all outstanding share options. Other share-based compensation For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $1.6 million, respectively for the RSUs issued to consultants under Bit Digital Incentive Plan. For the three months ended March 31, 2026, the Company granted 75,000 RSUs to a consultant under the 2025 Plan as consideration for service rendered. The RSUs vest upon satisfaction of specified conditions and are expected to vest in May 2026. For the three months ended March 31, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $59,460 and $138,013, respectively for the RSUs issued to WhiteFiber employees and directors under the Bit Digital Plan. For the three months ended March 31, 2026, WhiteFiber granted 152,444 RSUs to consultants under WhiteFiber 2025 Omnibus Equity Incentive Plan as consideration for services rendered. Of these, 139,225 shares were fully vested upon issuance, and the remainder of 13,219 shares will vest in May 2026 for one consultant. WhiteFiber recognized share-based compensation expense of $2,150,510 in connection with these grants. As of March 31, 2026, WhiteFiber had 263,500 awarded and unvested RSUs.

Share-Based Compensation

3 Months Ended

Mar. 31, 2026

14. SHARE-BASED COMPENSATION

Share-based compensation such as restricted stock units (“RSUs”), incentive and non-statutory stock options, restricted shares, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies under the 2021 Omnibus Equity Incentive Plan (“2021 Plan”), 2021 Second Omnibus Equity Incentive Plan (“2021 Second Plan”), 2023 Omnibus Equity Incentive Plan (“2023 Plan”), and 2025 Omnibus Equity Incentive Plan (“2025 Plan”) (collectively, “Bit Digital Incentive Plan”). An aggregate of 2,415,293 RSUs were granted under the 2021 Plan and no ordinary shares remain reserved for issuance under the 2021 Plan. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2021 Second Plan, under which 4,211,372 RSUs and 356,875 share options have been granted as of March 31, 2026. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2023 Plan, under which 4,215,635 RSUs have been granted as of March 31, 2026. There are 8,000,000 ordinary shares reserved for issuance under the Company’s 2025 Plan, under which 7,850,545 RSUs have been granted as of March 31, 2026.

On February 6, 2025, the Board of Directors of WhiteFiber adopted the 2025 Omnibus Equity Incentive Plan (the “WhiteFiber 2025 Plan”). The WhiteFiber 2025 Plan provides share-based compensation such as restricted stock units (“RSUs”), incentive and non-statutory stock options, restricted shares, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies and up to 4,000,000, as amended, ordinary shares. There have been 1,104,569 RSUs granted as of March 31, 2026.

From time to time, WhiteFiber grants equity awards under the WhiteFiber 2025 Plan to employees of the Company as consideration for services rendered to WhiteFiber. These awards are settled in shares of WhiteFiber’s ordinary shares and might be accounted for as share-based compensation to non-employee consultants and included within general and administrative expenses.

Restricted Stock Units (“RSUs”)

As of December 31, 2025, the Company had 112,228 awarded and unvested RSUs.

On February 19, 2026, the Company granted 400,000 RSUs to each of the Company’s Chief Executive Officer and Chief Financial Officer in accordance with their compensation arrangements. All of these RSUs were immediately vested.

On March 25, 2026, the Company granted 750,000 and 150,000 RSUs to the Company’s Chief Financial Officer and Chief Executive Officer, respectively, in accordance with his compensation arrangements. All of these RSUs were immediately vested.

On March 25, 2026, the Company granted 1,094,340 RSUs to employees. All of these RSUs were immediately vested.

As of March 31, 2026, the Company had 111,097 awarded and unvested RSUs.

For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $4,611,248, and $215,798 in connection with the above RSU awards. As of March 31, 2026, the Company had $85,711 unrecognized compensation costs related to unvested RSUs.

Share Options

For the three months ended March 31, 2026 and 2025, the Company did not grant any options.

The Company recognizes compensation expenses related to options on a straight-line basis over the vesting periods. For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $36,592, respectively. As of March 31, 2026, there were no unrecognized compensation costs related to all outstanding share options.

Other share-based compensation

For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $1.6 million, respectively for the RSUs issued to consultants under Bit Digital Incentive Plan.

For the three months ended March 31, 2026, the Company granted 75,000 RSUs to a consultant under the 2025 Plan as consideration for service rendered. The RSUs vest upon satisfaction of specified conditions and are expected to vest in May 2026.

For the three months ended March 31, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $59,460 and $138,013, respectively for the RSUs issued to WhiteFiber employees and directors under the Bit Digital Plan.

For the three months ended March 31, 2026, WhiteFiber granted 152,444 RSUs to consultants under WhiteFiber 2025 Omnibus Equity Incentive Plan as consideration for services rendered. Of these, 139,225 shares were fully vested upon issuance, and the remainder of 13,219 shares will vest in May 2026 for one consultant. WhiteFiber recognized share-based compensation expense of $2,150,510 in connection with these grants.

As of March 31, 2026, WhiteFiber had 263,500 awarded and unvested RSUs.