Zhu Justin 4

What Happened

• Justin Zhu, Vice President of Finance and Chief Accounting Officer of Bit Digital (BTBT), received vested restricted stock units (RSUs) and recorded conversions of derivatives in mid- and late-March 2026. On March 25 he was granted/permitted to convert 94,340 performance-based RSUs (recorded at $0.00) that immediately vested; those shares were valued at $1.59 each (total ≈ $150,001). He also had a prior conversion/vesting of 3,125 RSUs on March 16 valued at $1.68 each (≈ $5,250). On March 19, 1,775 shares were sold at an average price of $1.53 per share (≈ $2,716) solely to satisfy tax-withholding obligations.

Key Details

• Transaction dates and prices:
  • 2026-03-16: Conversion/vesting of 3,125 RSUs; valued at $1.68 (F4) → ≈ $5,250.
  • 2026-03-19: 1,775 shares disposed at $1.53/share to cover taxes (F7) → ≈ $2,716; issuer sold shares to satisfy withholding (F5).
  • 2026-03-25: Grant and immediate vesting/conversion of 94,340 performance-based RSUs; valued at $1.59 (F2, F3) → ≈ $150,001.
• Total shares newly issued/converted in these filings: 97,465 shares (94,340 + 3,125); combined valuation based on closing prices ≈ $155,251.
• The 1,775-share disposition was solely to satisfy tax withholding and is not a voluntary sale by the reporting person (F5).
• RSUs were granted under the Company’s 2025 Omnibus Equity Incentive Plan and were performance-based; the March 25 grant/vesting was reported as exempt under Rule 16b-3 (F3).
• Filing info: Form filed 2026-03-27 covering transactions through 2026-03-25; no late-filing flag indicated in the provided data.
• Shares owned after the transactions were not specified in the provided excerpt.

Context

• These transactions reflect issuance/vesting of RSUs (not open-market purchases). The small share sale was an issuer-conducted sell-to-cover for taxes, which is routine and does not indicate a discretionary insider sell. The large March 25 entry is an award/vesting event (A) and associated conversion (M), not a market buy or sale.