Bit Digital CFO Huang Erke Receives 535,000 Restricted Stock Units Under Performance-Based Incentive Plan

Executive Compensation Structure at Bit Digital

Huang Erke, who serves as both Chief Financial Officer and Director of Bit Digital, Inc., received the restricted stock unit awards through the company's formalized incentive compensation framework. The disclosure indicates that the company utilizes performance-based equity awards as a component of executive compensation strategy. The awards were structured in two separate tranches, each tied to distinct performance milestones achieved at different dates during 2025 and 2026. This approach suggests Bit Digital employs a structured methodology for tying executive compensation directly to measurable company performance objectives.

The use of restricted stock units as a compensation vehicle reflects common practice among technology and financial services companies seeking to align executive interests with shareholder value creation over extended periods. By conditioning equity awards on the achievement of specific performance metrics, Bit Digital's compensation committee establishes accountability mechanisms for executive management. The fact that both RSU tranches were granted on the same date indicates these were separate awards earned at different points in time, with documentation and processing occurring simultaneously in late July 2026.

Performance Milestone Achievement and Award Vesting

The first tranche of 135,000 RSUs was earned when applicable performance milestones were met on June 30, 2026, according to the filing. The second tranche of 400,000 RSUs was earned when performance milestones were met on December 31, 2025. The timing of these milestone dates suggests the company operates on a calendar-year or fiscal-year performance evaluation cycle, with intermediate review points at mid-year and year-end. Both awards share a common vesting schedule extending from the July 24, 2026 grant date through March 12, 2035, providing a nine-year window for full vesting of the underlying equity interests.

The extended vesting period through 2035 indicates these awards are structured to encourage executive retention and sustained commitment to company objectives over an extended timeframe. Performance-based RSUs typically vest on a schedule conditioned upon continued service and, in some cases, additional performance metrics during the vesting period. The fact that the awards were granted in exempt transactions pursuant to SEC Rule 16b-3 under the Securities Exchange Act of 1934 indicates compliance with regulatory requirements governing insider equity transactions and establishes the awards as arms-length transactions under applicable regulatory safe harbors.

Bit Digital's 2025 Omnibus Incentive Plan Framework

Both RSU awards were issued under Bit Digital's 2025 Omnibus Incentive Plan, a broad-based equity incentive program that provides the company with flexibility to structure various forms of equity and equity-linked compensation. Omnibus incentive plans typically authorize the company's board of directors or compensation committee to grant awards in forms including stock options, restricted stock, restricted stock units, performance shares, and cash incentives, subject to specified plan limitations and shareholder-approved aggregate share reserves. The use of such plans is standard practice among publicly traded companies seeking to maintain efficient and flexible compensation structures.

The designation of the awards as performance-based RSUs indicates these instruments are explicitly conditioned upon achievement of quantified performance objectives established by the company's compensation committee. Performance-based awards typically carry higher credibility with institutional investors and governance observers compared to time-vesting awards, as they establish direct linkage between executive compensation and measurable business outcomes. The filing's reference to "applicable performance milestones" being met on the specified dates confirms that defined objectives were established, measured, and determined to have been achieved by company management.

Regulatory Compliance and Insider Trading Considerations

The filing was submitted by Huang Erke as a reporting person subject to beneficial ownership reporting obligations under Section 16(a) of the Securities Exchange Act of 1934. Directors and officers of publicly traded companies must file Form 4 disclosures within two business days of any transaction in company securities that affects beneficial ownership. The July 28, 2026 filing date indicates the disclosure was filed four business days after the July 24, 2026 grant date, within the regulatory reporting window. The reporting obligations reflect statutory requirements designed to provide market transparency regarding insider equity interests and transactions.

The notation that both transactions were conducted pursuant to Rule 16b-3 of the Securities Exchange Act confirms these awards qualify for exemption from short-swing profit liability under Section 16(b). Rule 16b-3 exempts certain corporate-approved equity grants to directors and officers from the short-swing profit restrictions, provided the awards comply with specific conditions including board or compensation committee approval and compliance with plan terms. This regulatory classification reinforces that the awards were structured as routine executive compensation rather than discretionary insider trading activity.

Beneficial Ownership Position Following Grant

Following completion of both RSU awards on July 24, 2026, Huang Erke's total beneficial ownership of Bit Digital ordinary shares was reported as 535,000 shares. This figure represents the combined vesting status of the awarded RSUs, with the shares held in direct ownership form as indicated in the filing. The disclosure categorizes the underlying shares as ordinary shares with a conversion or exercise price of $0.01 per share, consistent with standard practice for restricted stock unit awards denominated in company common stock.

The 535,000-share beneficial ownership position reflects the economic interest Huang Erke acquired through the performance-based awards. As these are restricted stock units rather than immediately vested common shares, the actual voting and disposition rights remain subject to the vesting schedule and plan terms established at grant. Beneficial ownership under Securities Exchange Act definitions includes shares subject to restrictions on transfer and vesting contingencies, capturing the economic interest even though full legal ownership may be conditioned on satisfaction of vesting requirements.

Timing of Award Grants and Regulatory Filing Process

The disclosure establishes that both RSU grants were formally executed on July 24, 2026, despite the performance milestones underlying each award being achieved on different dates several months prior. This timing distinction reflects standard practice whereby performance achievements are measured and documented on specific dates, but the formal grant and issuance of resulting awards may occur at a later date when administrative processing and regulatory documentation are completed. The four-day interval between the grant date and the Form 4 filing date on July 28, 2026 is consistent with typical insider transaction reporting timelines.

The designation of July 24, 2026 as both the transaction date and deemed execution date indicates this was the date on which the awards were formally granted and effective, triggering the reporting obligations. The filing provides precise documentation of transaction details including the specific number of RSUs granted in each tranche, the performance milestones associated with each award, the vesting schedule, and the regulatory exemption basis. This level of specificity supports transparency regarding the nature and terms of executive compensation at Bit Digital.

Comparative Analysis of the Two Award Tranches

The first RSU tranche of 135,000 units represents approximately 25 percent of the total 535,000-share award, while the second tranche of 400,000 units represents approximately 75 percent. This 1-to-3 ratio in award sizes suggests the performance milestones or objectives associated with each tranche may have carried different relative weights or significance within Bit Digital's overall incentive structure. The substantially larger second tranche, earned for achieving December 31, 2025 milestones, may indicate this represented a primary or full-year performance objective, while the first tranche earned in June 2026 may have represented a mid-year or interim performance component.

Both tranches share identical vesting dates and terms extending through March 12, 2035, indicating uniform treatment with respect to the time-based vesting schedule despite the different performance triggering events. This consistency in vesting treatment supports the conclusion that both awards are valued similarly by the company despite their different grant histories. The filing does not disclose the specific performance metrics underlying each milestone, but the achievement dates and relative award sizes suggest a structured approach to measuring and rewarding executive performance across defined measurement periods.

Market Context and Investor Considerations

Huang Erke's receipt of substantial restricted stock unit awards reflects confidence by the Bit Digital board in management's ability to execute company strategy and achieve defined performance objectives. The performance-based structure ensures that awards were not automatic or discretionary, but rather conditioned upon achievement of measurable targets. For investors, insider equity awards can signal management's confidence in future company performance and alignment of executive interests with long-term shareholder value creation. However, the specific performance targets and business implications are not disclosed in the Form 4 filing itself.

The immediate share price impact was not clear from available public information. Restricted stock unit grants to executives typically do not directly impact share price in the manner of open market purchases, as they represent dilutive potential rather than immediate share demand. However, significant executive compensation awards may provide market participants with signals regarding management confidence in company prospects. Investors may wish to review Bit Digital's periodic disclosures and proxy statements for additional context regarding the performance metrics underlying these awards and the company's compensation philosophy.

Documentation and Compliance Standards

The Form 4 filing includes standard regulatory certifications and warnings regarding the penalties for intentional misstatements or omissions of material facts, as prescribed by 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). These statutory provisions establish criminal liability for knowing violations of insider transaction reporting requirements, reinforcing the importance of accurate and timely disclosure. The filing was signed by Huang Erke on July 28, 2026, certifying the accuracy of the reported information to the best of the reporting person's knowledge and belief.

The notation regarding Rule 16b-3 exemption status reflects the company's compliance with specific regulatory conditions designed to protect against abuse of insider trading opportunities while preserving the ability of corporations to implement broad-based equity compensation programs. The exempt transaction designation indicates that company management structured these awards in accordance with regulatory safe harbors, subject to board approval and plan compliance. This documentation supports the conclusion that the awards were processed through appropriate corporate governance channels and comply with applicable securities law requirements.