UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~WASHIHNGTON, 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) February 419, 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 7 5.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 419, 2026, the Board of Directors of Bit Digital, Inc. (the “Company”) ~~will~~approved ~~make a presentation at~~ the ~~RedChip~~Director ~~Fintech~~Agreement ~~& DATS Investors Conference and references may be made to the materials that are included as Exhibit 99.1 hereto~~ (the “~~Investor~~Director ~~Presentation~~Agreement”) toby ~~this~~and ~~Current~~between ~~Report on~~the ~~Form 8-K (this “Report”). The~~ Company ~~may use the Investor Presentation, possibly with modifications, in presentations from time to time thereafter to current~~ and Ms. ~~potential~~Ichi ~~investors~~Shih, ~~analysts,~~dated ~~lenders,~~as ~~business~~of ~~partners,~~December ~~acquisition candidates~~8, ~~customers, employees~~2025 ~~and others with an interest in~~ (the “Effective ~~Company and its business~~Date”).

~~Statements~~Pursuant to ~~in this Report and~~ the ~~attached~~Director ~~exhibit~~Agreement, ~~that~~Ms. ~~are~~Shih ~~not~~was ~~historical~~reappointed ~~facts~~as ~~are~~an ~~“forward-looking~~independent ~~statements,”~~member ~~within the meaning~~ of the ~~Private~~Board ~~Securities Litigation Reform Act~~ of ~~1995,~~Directors ~~that involve a number~~ of ~~risks~~the ~~and~~Company ~~uncertainties~~effective ~~that~~as ~~could cause~~of ~~actual results to differ materially from those contemplated by~~ the ~~relevant~~Effective ~~forward-looking~~Date. ~~statement~~Ms. ~~These~~Shih ~~forward-looking~~also ~~statements are~~serves ~~not~~as ~~guarantees~~Chair of ~~future performance. Actual results could differ materially from those anticipated in~~ the ~~forward-looking~~Audit ~~statements and~~Committee ~~future results could differ materially from historical performance. See page 2~~ of the ~~Investor~~Board ~~Presentation for a discussion~~ of ~~certain forward-looking statements that are included therein and the risks and uncertainties related thereto~~Directors.

The term ~~information~~of ~~set~~Ms. ~~forth~~Shih’s interminates ~~this Report,~~on ~~including~~the ~~Exhibit~~earlier ~~99.~~of: the expiration of the period of one (1) ~~hereto~~year from the Effective Date, ~~shall~~or ~~not~~the next beAnnual ~~deemed~~Meeting ~~“filed”~~of ~~for~~Shareholders ~~purposes~~of the Company; upon the death of ~~Section~~the 18director; the termination of the ~~Securities~~director ~~Exchange~~from ~~Act~~the position of ~~1934,~~member asof ~~amended,~~the Board of Directors by the mutual agreement of the Company and ~~shall~~the ~~not~~director; beor ~~deemed~~upon ~~incorporated~~the resignation by ~~reference~~the ~~into~~director from ~~any~~the ~~filing~~Board ~~with~~of ~~the~~Directors. ~~Securities~~The ~~and~~Director ~~Exchange~~Agreement ~~Commission~~is automatically renewed for one (1) year periods, ~~except~~unless cancelled by either party asupon ~~expressly~~written ~~set~~notice ~~forth~~at byleast ~~specific~~sixty ~~reference~~(60) indays ~~such~~prior ato ~~filing~~the end of the term.

~~The~~There is ~~information~~no ~~set~~understanding ~~forth~~or inarrangement ~~this~~between ~~Report~~Ms. Shih and ~~Exhibit~~any 99other person pursuant to which she was appointed as a director.1 ~~hereto~~Ms. ~~shall~~Shih does not be ~~deemed~~have anany ~~admission~~family asrelationship towith any director, executive officer or person nominated or chosen by the ~~materiality~~Board of ~~any~~Directors ~~information~~to become ina ~~this~~director ~~Report~~or ~~that~~an isexecutive ~~required~~officer. toMs. beShih ~~disclosed~~has ~~solely~~not tohad ~~satisfy~~direct ~~the~~or indirect material interest in any transaction or proposed transaction, ~~requirements~~in ofwhich ~~Regulation~~the FDCompany was or is a proposed participant, exceeding $120,000.

~~Item~~Ms. Shih’s 9compensation as an independent director is $120,000 a year, to be paid monthly.~~01.~~ ~~Financial~~In ~~Statements~~addition, ~~and~~she ~~Exhibits~~is eligible for the grant of equity compensation, from time to time, at the discretion of the Board of Directors, or a compensation committee thereof.

~~(d)~~The Company ~~Exhibits:~~shall indemnify Ms. Shih for her activities as a director of the Company to the fullest extent permitted by law and shall cover Ms. Shih under a director’ and officers’ liability insurance obtained by the Company. Further, the Company and Ms. Shih agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company and its other members of the Board of Directors

Number		Description
99.1		Investor Presentation, dated February 2026.
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

The foregoing description of the Director Agreement is a summary of its material terms. This summary does not purport to be complete and is qualified in its entirety by reference to the Director Agreement, which is attached as Exhibit 10.1 hereto and is incorporated into this Current Report on Form 8-K by reference.

~~-1-~~Item 8.01. Other Events.

~~SIGNATURES~~On February 19, 2026, the Board of Directors of the Company approved the payment of an interim dividend to Geney Development Limited (“Geney”), an entity organized under the laws of British Virgin Islands (the “Preference Shareholder”), holding one thousand (1,000,000) preference shares in the Company, par value US $0.01 (the “Preference Shares”), in cash in the amount of US$ 0.80 per Preference Share, in the total sum of US$ 800,000. The afore-mentioned interim dividend will be paid out of the Company’s retained earnings available for distribution pursuant to the applicable provisions of the Amended and Restated Articles of Association of the Company.

~~Pursuant~~Erke Huang, tothe Chief Financial Officer and a director of the ~~requirements~~Company, is the President of Geney and the ~~Securities~~beneficial ~~Exchange~~owner ~~Act~~of thirty (30%) percent of ~~1934~~the equity of Geney, with the ~~Company~~remaining ~~has~~seventy ~~duly~~(70%) ~~caused~~percent ~~this~~held ~~report~~by toZhaohui beDeng, ~~signed~~an onindependent ~~its~~director ~~behalf~~and byformer Chairman of the ~~undersigned~~Board ~~hereunto~~of ~~duly~~the ~~authorized~~Company.

	BIT DIGITAL, INC.
Date: February 4, 2026	By:	/s/ Samir Tabar
		Samir Tabar
		Chief Executive Officer

~~-2-~~Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Number		Description
10.1		Director Agreement, dated as of December 8, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIT DIGITAL, INC.

Date: February 25, 2026	By:	/s/ Samir Tabar
		Samir Tabar
		Chief Executive Officer

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