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.

• The record date for voting eligibility is April 30, 2026, with 348,926,820 Ordinary Shares and 1,000,000 Preference Shares outstanding.

• Shareholders can vote in person or by proxy via internet, email, fax, or mail, and proxies can be revoked at any time before being exercised.

Voting matters and shareholder proposals

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

• Each director nominee is subject to a separate ordinary resolution; the quorum change proposal requires a special resolution.

• The Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The Board consists of five directors, with three classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Directors are elected annually and serve until the next general meeting or until successors are elected.

• The Board is responsible for risk oversight and compliance with fiduciary and statutory duties under Cayman Islands law.