Bit Digital Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHIHNGTON, D.C. 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2026, the Board of Directors of Bit Digital, Inc. (the “Company”) approved the Director Agreement (the “Director Agreement”) by and between the Company and Ms. Ichi Shih, dated as of December 8, 2025 (the “Effective Date”).
Pursuant to the Director Agreement, Ms. Shih was reappointed as an independent member of the Board of Directors of the Company effective as of the Effective Date. Ms. Shih also serves as Chair of the Audit Committee of the Board of Directors.
The term of Ms. Shih’s terminates on the earlier of: the expiration of the period of one (1) year from the Effective Date, or the next Annual Meeting of Shareholders of the Company; upon the death of the director; the termination of the director from the position of member of the Board of Directors by the mutual agreement of the Company and the director; or upon the resignation by the director from the Board of Directors. The Director Agreement is automatically renewed for one (1) year periods, unless cancelled by either party upon written notice at least sixty (60) days prior to the end of the term.
There is no understanding or arrangement between Ms. Shih and any other person pursuant to which she was appointed as a director. Ms. Shih does not have any family relationship with any director, executive officer or person nominated or chosen by the Board of Directors to become a director or an executive officer. Ms. Shih has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.
Ms. Shih’s compensation as an independent director is $120,000 a year, to be paid monthly. In addition, she 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.
The Company 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
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.
Item 8.01. Other Events.
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.
Erke Huang, the Chief Financial Officer and a director of the Company, is the President of Geney and the beneficial owner of thirty (30%) percent of the equity of Geney, with the remaining seventy (70%) percent held by Zhaohui Deng, an independent director and former Chairman of the Board of the Company.
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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). |
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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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