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10-K2026-03-27· merged:deepseek-v4-flash

BTBT · Bit Digital, Inc.

0001213900-26-035544

SEC filing

Summary

Revenue grew 5% to $113.6M but net loss widened to $84.9M due to digital asset losses and higher expenses.

Key takeaways

Full analysis

Business

Company Overview

Bit Digital, Inc. is a Cayman Islands holding company that describes itself as a "strategic asset company" (SAC). Its core focus is on two systems: economic infrastructure through Ethereum (ETH) and intelligence infrastructure through AI compute. The company operates an ETH treasury and staking business directly, and through its majority equity stake (approximately 70.5%) in WhiteFiber Inc., it engages in high-performance computing (HPC), including cloud services and data center colocation. On August 8, 2025, WhiteFiber completed its IPO, and Bit Digital contributed its HPC business to WhiteFiber in a common control transaction.

Reporting Segments

The Business section describes three primary operations that function as de facto segments: (i) ETH Staking Operations, (ii) Digital Asset Mining Operations (BTC mining, being wound down), and (iii) WhiteFiber HPC Business. Revenue share for each segment is not explicitly disclosed, but the narrative indicates a strategic pivot toward ETH staking and HPC. ETH staking commenced in Q4 2022, and as of December 31, 2025, the company held over 150,000 ETH, the majority staked through Figment. BTC mining operations, initiated in February 2020, are being wound down; the company has been converting BTC holdings into ETH and pursuing a strategic alternatives process for mining assets. As of December 31, 2025, the active hash rate was approximately 1.5 EH/s, with 21,354 miners. WhiteFiber's HPC business includes both colocation/data center services and GPU cloud services ("cloud services"). WhiteFiber's data centers are Tier-3, with facilities in Quebec (MTL-1, MTL-2, MTL-3) and North Carolina (NC-1), plus cloud services in Iceland and Atlanta.

Products & Platforms

Key products and platforms include: ETH native staking (via Figment), liquid staking (Liquid Collective, ceased October 2025), bitcoin mining (hosted ASIC miners), WhiteFiber cloud services (NVIDIA H200, B200, GB200 GPUs), WhiteFiber colocation (Tier-3 data centers). Custody solutions are provided by Cactus Custody and Fireblocks. Strategic partnerships include NVIDIA (Preferred Partner), Super Micro, Dell, Hewlett Packard Enterprise, and Quanta Computing for hardware, and Shadeform for a multi-cloud GPU marketplace.

Go-To-Market & Customers

Bit Digital's ETH staking uses a non-custodial delegation model via Figment as the sole validator operator. The BTC mining business relies on third-party hosting partners (Digihost, Bitdeer, Digital Energy Partners, and others, with agreements expiring in 2026). WhiteFiber sells cloud services directly to end users and through GPU marketplaces, with a partnership with Shadeform. Data center services are leased directly to enterprise and GPU cloud customers. Customer concentration is significant: WhiteFiber's Initial Customer accounted for 70.7% of cloud services revenue in 2025 (96.6% in 2024); DNA Fund accounted for 11.5% in 2025. WhiteFiber's data center customers are more diversified, with no single customer exceeding 50% of data center revenue.

Competition

In ETH staking, the company faces competition from node operators such as Blockdaemon, Allnodes, Everstake, Figment, P2P, Foundry, Stakin, and Stakefish. In the bitcoin mining market, competition is from other miners and hosting providers. WhiteFiber's primary data center competitors include Digital Realty, Equinix, NTT, Cyrus One, STACK Infrastructure, Aligned Data Centers, and Iron Mountain. In cloud services, main competitors are CoreWeave, Crusoe Energy, Nebius, and Lambda Labs. The filing notes that many competitors have greater financial resources, longer operating histories, and established relationships.

Strategy

The company's stated strategic pillars are: (1) Accumulate and hold ETH on a long-term basis within a disciplined treasury framework; (2) Participate in staking and staking-adjacent activities (native, liquid, restaking) where risk-adjusted returns and liquidity are acceptable; (3) Wind down proprietary bitcoin mining and redeploy proceeds into ETH, while maintaining flexibility to hold BTC opportunistically; (4) Grow WhiteFiber's HPC data center and cloud services to provide scalable AI infrastructure; (5) Maintain disciplined balance sheet, institutional custody, and compliance to avoid classification as an investment company under the 1940 Act. The company emphasizes a capital-light model and sustainability, including membership in the Bitcoin Mining Council and engagement with Apex Group for ESG ratings.

Human Capital

As of December 31, 2025, Bit Digital and its subsidiaries collectively employed 104 full-time employees: 21 at the parent company (including the CEO, CFO, and CAO) and 83 at WhiteFiber supporting cloud, data center, and corporate functions. None of the employees are covered by a collective bargaining agreement. The company is remote-first and offers a 401(k) plan with 100% matching subject to IRS limits; no health benefits are mentioned. The company engages consultants and contractors as needed.

Period Performance

Period Performance

For the year ended December 31, 2025, total revenue increased 5.1% to $113.6 million from $108.1 million in 2024. The revenue growth was driven by strong performance in cloud services (+50.4% to $68.8M), colocation services (+555% to $8.9M due to a full year of operations following the Enovum acquisition in Q4 2024), and ETH staking (+287% to $7.0M). This was partially offset by a 53.4% decline in digital asset mining revenue to $27.3M, primarily due to a reduction of 679.2 bitcoins mined. Gross profit, defined as revenue less cost of revenue (excluding depreciation), improved to $61.2M from $45.7M in 2024, reflecting the shift toward higher-margin HPC and staking businesses. However, operating income swung from a profit of $27.6M in 2024 to a loss of $91.8M in 2025, driven by a $29.2M loss on digital assets (vs a $55.7M gain in 2024), a $39.5M increase in general and administrative expenses (including $20.0M in share-based compensation and $29.0M in professional fees), and $6.0M impairment of digital intangible assets. Net loss was $84.9M, compared to net income of $28.3M in 2024. Basic EPS worsened from $0.20 earnings to $0.31 loss.

Segment Dynamics

Cloud Services emerged as the largest revenue segment, contributing 60.5% of total revenue. The 50.4% increase reflects higher deployed GPU servers to new and existing customers, partially offset by a $2.0M service credit. Cost of revenue for cloud services rose 35.6% to $26.4M, primarily due to higher electricity costs (+142%), data center lease expenses (+52%), and GPU server lease expenses (+8%). Digital Asset Mining revenue declined sharply, and the segment’s cost of revenue decreased 47.6% to $22.2M, with electricity costs down 48% and profit-sharing fees down 57%, reflecting lower mining activity. Colocation Services achieved $8.9M in revenue with $3.5M in cost of revenue, benefiting from a full year of operations. ETH Staking revenue grew to $7.0M, with cost of revenue increasing to $0.3M (up 314%) due to higher staked ETH volume. The company mined 270.7 bitcoins in 2025 (vs 949.9 in 2024) and earned 1,988.8 ETH from native staking (vs 565.1). As of December 31, 2025, the active hash rate was approximately 1.5 EH/s, with a maximum hash rate of 2.8 EH/s.

Forward View

Management provided no explicit quantitative guidance for future periods. The company continues its strategic transition to a pure-play ETH staking and treasury company, converting BTC holdings into ETH and winding down bitcoin mining operations. The HPC business, under WhiteFiber, is expected to be a key growth driver, with a major services agreement at the NC-1 facility projecting $865M in contracted revenue over 10 years. The company plans to expand data center capacity to approximately 76 MW by end of 2026, with a development pipeline of 1,500 MW under review. Recent financing activities—including a $150M convertible note issuance in October 2025 and WhiteFiber’s $230M convertible notes in January 2026—provide liquidity for growth initiatives. Management expressed confidence that existing cash will fund operations for at least 12 months, but noted the need for additional capital to pursue the business strategy.

Risk Factors

Digital Asset & Treasury Risks

The shift to an ETH-focused treasury strategy introduces multiple layers of risk. Volatility in ETH prices directly impacts revenue, asset carrying values, and capital access. The company's reliance on equity premiums to raise capital accretively creates vulnerability: if share prices fall below NAV, treasury accumulation may stall. Additionally, leverage and high-beta characteristics mean a 20% ETH correction could cause 50% equity drawdowns. Dilution fatigue from repeated capital raises poses another structural challenge.

WhiteFiber Operational & Customer Concentration Risks

WhiteFiber's cloud services business is heavily concentrated, with the Initial Customer accounting for approximately 70.7% of 2025 cloud services revenue. The ongoing service pause and negotiations for resolution create near-term revenue uncertainty. Tariffs on Canadian steel, aluminum, copper and Mexican electrical equipment increase construction costs for new data centers, potentially delaying projects like NC-1. Supply chain disruptions for NVIDIA GPUs (H100, H200, etc.) also threaten deployment timelines.

Technology & AI Evolution Risks

Advancements in AI technology, such as DeepSeek, may enable complex operations with significantly less computing power, reducing demand for HPC infrastructure. If scaling laws plateau or open-source models become more efficient, WhiteFiber's growth strategy could be impaired. The rapid evolution of AI also brings regulatory scrutiny, including potential restrictions on compute consumption.

Cybersecurity & Operational Risks

Both Bit Digital and WhiteFiber face significant cybersecurity threats, including hacking, ransomware, and social engineering attacks. The company maintains no business interruption insurance beyond D&O liability coverage. Physical security breaches at data centers could disrupt operations and misappropriate customer property. For ETH staking, slashing and lock-up risks from validator misbehavior or third-party provider failures add operational complexity.

Regulatory & Geopolitical Risks

The company operates in a highly regulated environment for digital assets and data centers. Tariffs and trade tensions between the U.S., Canada, and Mexico increase costs and cause supply chain delays. Digital asset regulatory uncertainty (e.g., SEC classification, stablecoin rules) and emerging AI regulations pose ongoing compliance burdens. Limited access to banking services for crypto-related businesses creates operational friction.

Financial & Strategic Risks

Customer concentration, reliance on joint ventures, and dependence on key personnel (e.g., executive officers also serving WhiteFiber) create strategic vulnerabilities. The company's ability to access capital at competitive rates is critical for growth, but market disruptions or declining stock prices could impair financing. Competition from unregulated or better-capitalized entities further pressures margins.

Cash Flow Quality

Cash Flow Quality

No cash flow statement data was provided in the document excerpt. Therefore, analysis of CFO trends, capex intensity, or capital returns cannot be performed.