Bit Digital, Inc Stock Compensation Disclosure
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 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). 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 395,000 share options have been granted as of December 31, 2025. There are 5,000,000 ordinary shares reserved for issuance under the Company’s 2023 Plan, under which 4,993,201 RSUs have been granted as of December 31, 2025. There are 8,000,000 ordinary shares reserved for issuance under the Company’s 2025 Plan, under which 6,501,843 RSUs have been granted as of December 31, 2025.
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.
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, 2024, the Company had 1,025,968 awarded and unvested RSUs.
On January 14, 2025, the Company granted 20,000 RSUs to a non-executive director in accordance with his compensation arrangement. All of these RSUs were immediately vested.
On February 10, 2025, the Company granted 32,113 RSUs to an employee, which are subjected to a sixteen-quarter service vesting schedule.
On May 14, 2025, the Company granted 20,000 RSUs to an employee. All of these RSUs were immediately vested.
On June 17, 2025, the Company granted 2,599,198 RSUs to employees. All of these RSUs were vested on July 2, 2025, the effective date of the S-8 registration statement filed July 2, 2025.
On June 30, 2025, the Company granted 255,000 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 July 25, 2025, the Company granted 1,287,619 RSUs to employees. All of these RSUs were immediately vested.
On July 25, 2025, the Company granted 543,873 RSUs to employees, which are subjected to a sixteen-quarter service vesting with a one-year cliff vesting schedule.
On July 25, 2025, the Company granted 20,000 RSUs to an employee, which are subjected to a fourteen-quarter service vesting schedule.
In August 2025, an employee left the Company and 166,667 RSUs were forfeited.
In August 2025, in connection with WhiteFiber’s initial public offering, 1,329,037 outstanding and unvested RSUs of the Company held by employees were cancelled and replaced with awards issued from the WhiteFiber 2025 Plan.
On September 30, 2025, the Company granted 325,000 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.
In December 2025, the Company granted 84,388 RSUs to a new board of director, of which 42,194 RSUs vested immediately, with the remaining are subjected to a 2 quarters service vesting schedule. In December 2025, the Company also granted 20,000 RSUs to an existing board of director in accordance with the terms of their compensation agreements. All of these RSUs were immediately vested.
On December 31, 2025, the Company granted 205,000 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 December 31, 2025, the Company had 112,228 awarded and unvested RSUs.
A summary of the changes in the RSUs relating to ordinary shares granted by the Company during the year ended December 31, 2025, 2024 and 2023 is as follows:
| Number of RSUs | Weighted average grant date fair value | |||||||
| Awarded and unvested as of January 1, 2023 | 11,308 | $ | 15.02 | |||||
| Granted | 3,271,372 | 3.53 | ||||||
| Vested | (3,282,680 | ) | 3.57 | |||||
| Awarded and unvested as of December 31, 2023 | ||||||||
| Granted | 5,607,718 | 3.33 | ||||||
| Vested | (4,581,750 | ) | 3.38 | |||||
| Awarded and unvested as of December 31, 2024 | 1,025,968 | 3.13 | ||||||
| Granted | 6,762,326 | 2.63 | ||||||
| Cancelled and forfeited | (1,498,204 | ) | 3.21 | |||||
| Vested | (6,177,862 | ) | 2.58 | |||||
| Awarded and unvested as of December 31, 2025 | 112,228 | $ | 3.17 | |||||
For the years ended December 31, 2025, 2024, and 2023, the Company recognized share-based compensation expenses of $8,307,575, $9,786,234 and $8,681,373 in connection with the above RSU awards. As of December 31, 2025, the Company had $181,959 unrecognized compensation costs related to unvested RSUs.
Share Options
For the year ended December 31, 2025 and 2024, 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 years ended December 31, 2025, 2024, and 2023, the Company recognized share-based compensation expenses of $46,030, $228,355 and $437,438, respectively. As of December 31, 2025, there were no unrecognized compensation costs related to all outstanding share options.
The following table summarizes the share option activities for the years ended December 31, 2025, 2024 and 2023:
| Number of Options | Weighted Average Grant Date Fair value | Weighted Average Remaining Contract Life (in years) | ||||||||||
| Options outstanding on December 31, 2023 | 365,000 | $ | 2.85 | 3.35 | ||||||||
| Exercised | (5,000 | ) | 2.72 | |||||||||
| Options outstanding on December 31, 2024 | 360,000 | $ | 2.85 | 2.35 | ||||||||
| Forfeited | (10,000 | ) | 3.20 | |||||||||
| Options outstanding on December 31, 2025 | 350,000 | $ | 2.84 | 1.32 | ||||||||
Other share-based compensation
Bit Digital Equity Incentive Plan
In January 2025, the Company entered into separate one-year service agreements with three consultants by granting each 150,000 RSUs, all of which vested immediately. Over the duration of the service agreement, the Company will recognize share-based compensation expenses aggregating $1.6 million based upon the closing price of the Company’s ordinary shares on date of agreement.
In April 2025, the Company entered into a one-year service agreement with a consulting firm and granted 250,000 RSUs thereto, all of which vested immediately. Over the duration of the service agreement, the Company will recognize share-based compensation expenses aggregating $0.5 million based upon the closing price of the Company’s ordinary shares on date of agreement.
In April 2025, WhiteFiber entered into a one-year director agreement with David Andre pursuant to which Mr. Andre would be appointed as a director of WhiteFiber upon the commencement of trading of WhiteFiber’s ordinary shares on the Nasdaq Capital Market. This agreement granted 135,135 RSUs of Bit Digital, which are subject to a four-quarter service vesting schedule. As the effective date of the Form S-1 was subsequent to June 30, 2025, this agreement was considered a consulting agreement until Mr. Andre was elected to the Board of Directors of WhiteFiber on August 7, 2025. Over the duration of the service agreement, the Company will recognize share-based compensation expenses aggregating $0.2 million based upon the closing price of the Company’s ordinary shares on the date of the agreement.
In July 2025, the Company entered into separate one-year service agreements with a consultant and granted 180,000 RSUs, all of which vested immediately. Over the duration of the service agreement, the Company will recognize share-based compensation expenses aggregating $0.5 million based upon the closing price of the Company’s ordinary shares on date of agreement.
The Company recognized share-based compensation expense of $2,766,952 for the year ended December 31, 2025 related to RSUs granted under the Company’s equity incentive plan to consultants.
WhiteFiber Equity Incentive Plan
For the year ended December 31, 2025 and 2024, WhiteFiber recognized share-based compensation expenses of $4,900,131 and $ respectively for RSUs issued to employees and directors. As of December 31, 2025, WhiteFiber had $4,515,284 unrecognized compensation costs related to the unvested RSUs issued to its employees and directors.
As of December 31, 2025, WhiteFiber had 255,160 awarded and unvested RSUs to its employees and directors.
In December 2025, WhiteFiber granted 260,152 RSUs to consultants under the WhiteFiber 2025 Plan as consideration for services rendered. Of these, 248,529 shares were fully vested upon issuance, and the remainder are subjected to an eight-quarter service. WhiteFiber recognized share- based compensation expense of $5,201,992 in connection with these grants.
As of December 31, 2025, WhiteFiber had 11,623 awarded and unvested RSUs to consultants.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.