Bit Digital (BTBT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 29, 2026, both in-person and virtually, with shareholders able to vote on key proposals and submit questions during the meeting.

• Shareholders of record as of April 30, 2026, are entitled to vote, with each Ordinary Share carrying one vote and each Preference Share carrying fifty votes.

• The proxy statement includes proposals for director re-elections, amendments to articles of association, approval of the 2026 equity incentive plan, and ratification of the external auditor.

Voting matters and shareholder proposals

• Proposals include re-election of five directors, adoption of amended articles to change quorum requirements, approval of the 2026 omnibus equity incentive plan, and ratification of Audit Alliance, LLP as the independent auditor.

• The board unanimously recommends voting in favor of all proposals.

• The amended articles will give greater weight to Preference Shares in determining quorum, aiming to address difficulties in reaching quorum due to dispersed ownership.

Board of directors and corporate governance

• The board consists of five directors, with a majority deemed independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent membership.

• Directors are elected annually and may be removed by ordinary resolution or automatically under certain conditions.

• The board is responsible for risk oversight and compliance with Cayman Islands law.