Share-Based Compensation	9 Months Ended
Sep. 30, 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”), 2025 Omnibus Equity Incentive Plan (“2025 Plan”), and 2026 Omnibus Equity Incentive Plan (“2026 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 September 30, 2026. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2023 Plan, under which 4,290,635 RSUs have been granted as of September 30, 2026. There are 8,000,000 ordinary shares reserved for issuance under the Company’s 2025 Plan, under which 7,775,545 RSUs have been granted as of September 30, 2026. There are 15,000,000 ordinary shares reserved for issuance under the Company’s 2026 Plan, under which 1,220,000 RSUs have been granted as of September 30, 2026. On May 13, 2026, the Board of Directors of Bit Digital adopted the 2026 Omnibus Equity Incentive Plan (the “Bit Digital 2026 Plan”) which was approved by the Company’s shareholders on July 29, 2026. The Bit Digital 2026 Plan provides share-based compensation such as 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 15,000,000, ordinary shares. On February 6, 2025, the Board of Directors of WhiteFiber adopted the 2025 Omnibus Equity Incentive Plan (the “WhiteFiber 2025 Plan”) which provides share-based compensation such as 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 1,393,671 RSUs granted as of September 30, 2026. From time to time, WhiteFiber grants equity awards under its WhiteFiber 2025 Plan to employees of the Company as consideration for services rendered to WhiteFiber. These awards are settled in WhiteFiber’s ordinary shares and are 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. On June 30, 2026, the Company granted 135,000 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 September 30, 2026, the Company granted 75,000 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. As of September 30, 2026, the Company had 12,500 awarded and unvested RSUs. For the three months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $0.2 million, and $6.9 million in connection with the above RSU awards. For the nine months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $5.4 million, and $14.2 million in connection with the above RSU awards. As of September 30, 2026, the Company had $39 thousand unrecognized compensation costs related to unvested RSUs. Share Options For the three months ended September 30, 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 September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $2 thousand, respectively. For the nine months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $54 thousand, respectively. As of September 30, 2026, there were no unrecognized compensation costs related to all outstanding share options. Preference shares On August 18, 2026, the Company granted 200,000 preference shares to each of the Company’s Chief Executive Officer and Chief Financial Officer, and an aggregate of 600,000 preference shares to certain other members of management, in consideration for services rendered. All preference shares were fully vested upon issuance and had an aggregate grant-date fair value of $2.0 million, which was recognized as share-based compensation expense during the three months ended September 30, 2026. The rights and preferences of the preference shares are described in Note 15, Share Capital. Other share-based compensation Bit Digital Equity Incentive Plan For the three months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $0.6 million, respectively, for the RSUs issued to consultants under Bit Digital Incentive Plan. In March 2026, the Company granted 75,000 RSUs to a consultant under the 2025 Plan as consideration for services rendered. The RSUs vest upon satisfaction of specified conditions and was vested in June 2026. For the three months ended September 30, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $nil and $1.0 million, respectively and for the nine months ended September 30, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $59 thousand and $6.9 million, respectively, for the RSUs issued to WhiteFiber employees and directors under the Bit Digital Plan. WhiteFiber Equity Incentive Plan For the three months ended March 31, 2026, WhiteFiber granted 152,444 RSUs to consultants under the 2025 Plan as consideration for services rendered. Of these, 139,225 RSUs were fully vested upon issuance, and the remainder of 13,219 RSUs vested in May 2026 for one consultant. WhiteFiber recognized share-based compensation expense of $2.1 million in connection with these grants. For the three months ended June 30, 2026, WhiteFiber granted 2,683 RSUs to consultants under the 2025 Plan as consideration for services rendered. The RSUs vested immediately upon grant. WhiteFiber recognized share-based compensation expense of $70 thousand in connection with these grants. For the three months ended September 30, 2026, WhiteFiber granted 60,953 RSUs to consultants under the 2025 Plan as consideration for services rendered. Of these, 58,836 RSUs were fully vested upon issuance, and the remainder of 2,117 RSUs are subject to a sixteen-quarter service vesting schedule for one consultant. WhiteFiber recognized share-based compensation expense of $1.1 million in connection with these grants. For the three months ended September 30, 2026 and 2025, WhiteFiber recognized total share-based compensation expenses of $1.1 million and $4.8 million, respectively, related to consultants. For the nine months ended September 30, 2026 and 2025, WhiteFiber recognized total share-based compensation expenses of $3.6 million and $4.8 million, respectively, related to consultants. As of September 30, 2026, WhiteFiber had 119,576 awarded and unvested RSUs.

Share-Based Compensation

9 Months Ended

Sep. 30, 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”), 2025 Omnibus Equity Incentive Plan (“2025 Plan”), and 2026 Omnibus Equity Incentive Plan (“2026 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 September 30, 2026. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2023 Plan, under which 4,290,635 RSUs have been granted as of September 30, 2026. There are 8,000,000 ordinary shares reserved for issuance under the Company’s 2025 Plan, under which 7,775,545 RSUs have been granted as of September 30, 2026. There are 15,000,000 ordinary shares reserved for issuance under the Company’s 2026 Plan, under which 1,220,000 RSUs have been granted as of September 30, 2026.

On May 13, 2026, the Board of Directors of Bit Digital adopted the 2026 Omnibus Equity Incentive Plan (the “Bit Digital 2026 Plan”) which was approved by the Company’s shareholders on July 29, 2026. The Bit Digital 2026 Plan provides share-based compensation such as 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 15,000,000, ordinary shares.

On February 6, 2025, the Board of Directors of WhiteFiber adopted the 2025 Omnibus Equity Incentive Plan (the “WhiteFiber 2025 Plan”) which provides share-based compensation such as 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 1,393,671 RSUs granted as of September 30, 2026.

From time to time, WhiteFiber grants equity awards under its WhiteFiber 2025 Plan to employees of the Company as consideration for services rendered to WhiteFiber. These awards are settled in WhiteFiber’s ordinary shares and are 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.

On June 30, 2026, the Company granted 135,000 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 September 30, 2026, the Company granted 75,000 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.

As of September 30, 2026, the Company had 12,500 awarded and unvested RSUs.

For the three months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $0.2 million, and $6.9 million in connection with the above RSU awards. For the nine months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $5.4 million, and $14.2 million in connection with the above RSU awards.

As of September 30, 2026, the Company had $39 thousand unrecognized compensation costs related to unvested RSUs.

Share Options

For the three months ended September 30, 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 September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $2 thousand, respectively. For the nine months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $54 thousand, respectively. As of September 30, 2026, there were no unrecognized compensation costs related to all outstanding share options.

Preference shares

On August 18, 2026, the Company granted 200,000 preference shares to each of the Company’s Chief Executive Officer and Chief Financial Officer, and an aggregate of 600,000 preference shares to certain other members of management, in consideration for services rendered. All preference shares were fully vested upon issuance and had an aggregate grant-date fair value of $2.0 million, which was recognized as share-based compensation expense during the three months ended September 30, 2026. The rights and preferences of the preference shares are described in Note 15, Share Capital.

Other share-based compensation

Bit Digital Equity Incentive Plan

For the three months ended September 30, 2026 and 2025, the Company recognized share-based compensation expenses of $nil and $0.6 million, respectively, for the RSUs issued to consultants under Bit Digital Incentive Plan.

In March 2026, the Company granted 75,000 RSUs to a consultant under the 2025 Plan as consideration for services rendered. The RSUs vest upon satisfaction of specified conditions and was vested in June 2026.

For the three months ended September 30, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $nil and $1.0 million, respectively and for the nine months ended September 30, 2026 and 2025, WhiteFiber recognized share-based compensation expenses of $59 thousand and $6.9 million, respectively, for the RSUs issued to WhiteFiber employees and directors under the Bit Digital Plan.

WhiteFiber Equity Incentive Plan

For the three months ended March 31, 2026, WhiteFiber granted 152,444 RSUs to consultants under the 2025 Plan as consideration for services rendered. Of these, 139,225 RSUs were fully vested upon issuance, and the remainder of 13,219 RSUs vested in May 2026 for one consultant. WhiteFiber recognized share-based compensation expense of $2.1 million in connection with these grants.

For the three months ended June 30, 2026, WhiteFiber granted 2,683 RSUs to consultants under the 2025 Plan as consideration for services rendered. The RSUs vested immediately upon grant. WhiteFiber recognized share-based compensation expense of $70 thousand in connection with these grants.

For the three months ended September 30, 2026, WhiteFiber granted 60,953 RSUs to consultants under the 2025 Plan as consideration for services rendered. Of these, 58,836 RSUs were fully vested upon issuance, and the remainder of 2,117 RSUs are subject to a sixteen-quarter service vesting schedule for one consultant. WhiteFiber recognized share-based compensation expense of $1.1 million in connection with these grants.

For the three months ended September 30, 2026 and 2025, WhiteFiber recognized total share-based compensation expenses of $1.1 million and $4.8 million, respectively, related to consultants. For the nine months ended September 30, 2026 and 2025, WhiteFiber recognized total share-based compensation expenses of $3.6 million and $4.8 million, respectively, related to consultants.

As of September 30, 2026, WhiteFiber had 119,576 awarded and unvested RSUs.