Bit Digital, Inc.

Hello, and welcome to the BitDigital fourth quarter and full year 2025 earnings conference call. We'll begin shortly. During the call, all participant lines will be in listen-only mode. Following management's remarks, we will open the line for questions. If you'd like to ask a question at that time, please press star 1 on your telephone keypad. As a reminder, today's call is being recorded. I'll now turn the call over to your host, Cameron Schneer. Head of Investor Relations at BitDigital. Cameron, please go ahead.

Thank you, and welcome to BitDigital's fourth quarter and full year 2025 earnings call. Joining me today are Sam Tabar, our Chief Executive Officer, and Eric Huang, our Chief Financial Officer. Before we begin, I'd like to remind everyone that certain statements made during today's call may be considered forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially. For a discussion of these risks, please refer to our SEC filings, including our Form 10-K, filed March 27, 2026. We will also refer to non-GAAP financial measures. Reconciliations to the most directly comparable GAAP measures can be found in our earnings materials available on our website. Following our prepared remarks, we'll open the line for questions. With that, I'll turn the call over to Sam.

Sam? Thank you, Cam, and thank you for everyone for joining. I'll start with our progress in 2025 and how we are positioning the business. We repositioned the company as a strategic asset company, or SAC, centered on Ethereum and AI infrastructure. We began exiting Bitcoin mining, built a scaled ETH position, and established White Fiber as a core asset.

Let me start with our Ethereum strategy.

We view ETH as core infrastructure, a productive asset, not a passive holding. It allows us to participate directly in network activity through staking within a disciplined risk framework. For investors, BitDigital provides a yield generating way to gain productive exposure to the broader Ethereum network. We combine treasury ownership and staking income and disciplined capital allocation. Our focus is on increasing ETH per share, not just growing the balance. We are not optimizing for short-term scale. We are optimizing for long-term compounding. We approach this through a risk adjusted lens, prioritizing security, liquidity, and counterparty quality while identifying opportunities to enhance returns. The recipe includes capital efficiency, yield generation, and long-term compounding. Our East position has grown more deliberately than some others in the market. That is intentional. We believe this approach allows us to scale over time without compromising the balance sheet. We've also been deliberate in how we deploy capital across market conditions. We are not accumulating ETH at any price. We are disciplined with how we use equity with a focus on long-term value per share.

We are seeing more opportunities to deploy capital, but we will only do so if it's a creative per share.

We continue to believe Ethereum is foundational infrastructure for digital assets and on-chain financial activity, and that its role will expand over time. We expect staking income to become a meaningful and recurring contributor to cash flow. Staking revenue grew nearly 300% in 2025. Nearly half of our full year staking revenue was generated in the fourth quarter. reflecting the scaling of our ETH position over the course of the year. Turning briefly to Bitcoin mining, we continue to wind down the business in a deliberate manner. As of year end, our active hash rate was approximately 1.5 exahash. We are not allocating growth or replacement capital to this segment. Exposure will continue to decline, and mining is no longer a strategic focus, but it does continue to generate cash flow as we complete the transition. Hash rate will continue to decline gradually while efficiency improves as old miners retire first. Turning now to WhiteFiber. Our ownership in WhiteFiber provides key exposure to AI infrastructure, where demand for compute continues to outpace supply. We viewed this as a long-term position aligned with structural growth in the market. Our focus is on supporting the platform asset scales. We have also been clear on our intentions with respect to our ownership. We do not intend to monetize our white fiber position in 2026. We view it as a core long-term strategic asset and a key part of our exposure to AI infrastructure. This ownership stake is a key differentiator for BitDigital. It is a high-quality liquid asset on our balance sheet that provides differentiated flexibility as we scale the business. Over time, this flexibility can support capital allocation across the platform while reducing reliance on dilutive sources of capital. As we look ahead, our priorities are evolving. The next phase of the SAC model is building durable cash flow. This is critical to supporting continued investment and compounding across the platform. We expect to expand our operating footprint through disciplined investments. Our focus is on acquiring or building assets that fit our framework and generate consistent returns. Across Ethereum and AI infrastructure, our approach is consistent. Capital efficiency, discipline, long-term compounding. We have operated through multiple market cycles as a public company. Volatility is not new to us. Our focus remains on execution and long-term value creation.

I'll now hand the line to Eric to discuss our financials. Thank you, Sam. I walked through our first quarter and full-year 2025 results.

Our 2025 results include Y-fiber, which we continue to consolidate following its IPO. portion of the results as attributable to non-controlling interests. First quarter revenue was $32.3 million, up from $25.8 million in the same period last year. Full year revenue was $113.6 million, a 5% increase compared to 2024. Results reflect growth in cloud collocation and staking alongside the wind down of Bitcoin mining. First quarter results were also impacted by digital asset revaluation, similar to the full year.

I will now break down revenue by segment.

Revenue for, sorry, revenue from digital asset mining was $27.3 million for the year, down 53% compared to 2024, reflecting the continued wind down of the business. Cloud services revenue was $68.8 million, up 50% year over year. Collocation services revenue was $8.9 million, up from $1.4 million in the prior year. Ethereum staking revenue was $7 million up from $1.8 million in 2024. As of year end, the majority of our ETH holdings were actively staked, supporting ongoing yield generation. Overall, our revenue mix continues to shift away from mining and towards staking and infrastructure-related revenue. Now turning to profitability. Gross profit for the fourth quarter was approximately $18 million, representing a gross margin of approximately 56% compared to approximately 40% in the same period last year. Net loss attributable to digital shareholders was $84.9 million for 2025 compared to a net income of $28.3 million in 2024. This change was largely driven by a less favorable year-over-year impact from digital asset revaluation. Adjusted EBITDA for the year was negative $24.9 million compared to a positive $73 million in 2024. A change reflects the same dynamic where non-cash digital asset revaluation offset improvements in our operating businesses. Now turning to balance sheet. We ended the year with $118.4 million in cash and cash equivalents compared to $95.2 million at the end of 2024. This balance primarily reflects cash held at Y Fiber, which is consolidated in our financial statements. Total digital assets were $415.7 million in year end, up from $161.4 million in the prior year. This reflects ETH accumulation partially offset by lower year end ETH prices. During the year, we issued $150 million of convertible notes, which are reflected on our year end balance sheet. Proceeds were used to increase our ETH holdings. Overall, 2025 reflects a transition in our business and financial profile. We reduced exposure to Bitcoin mining, scaled newer revenue streams, and repositioned the balance sheet around Ethereum and our ownership in YFiber. Looking ahead, we expect our results to increasingly reflect recurring revenue and cash flow with less attribution contribution from legacy mining and reduced exposure to volatility over time.

With that, I'll turn it back to Sam for closing remarks. Thank you, Eric.

I'd like to close with a few thoughts on where we're heading. We've made significant progress repositioning BitDigital as a strategic asset company. Today, we are a business built around two core pillars. an Ethereum treasury and staking platform, and a majority ownership stake in white fiber, which gives us exposure to AI infrastructure. We believe that combination is differentiated. We believe it is difficult to replicate at scale. And we do not think it is fully reflective on how the company is valued today. We are not standing still We are not trying to be a vehicle that simply raises capital to buy ETH. We do not believe that creates long-term value. Our objective is to build a business that can generate cash, deploy that capital efficiency, and compound value over time. That is the next phase of the SAC model. We believe adding a durable cash flow engine is critical to that evolution. It allows us to grow our ETH position in a more sustainable way and reduces reliance on external capital.

M&A is part of that strategy.

We are actively evaluating opportunities to acquire or build operating businesses that align with our framework and can generate consistent returns. We're focused on assets we understand. We will prioritize long-term value creation over speed. Importantly, we also have flexibility that many others do not. Our ownership in white fiber is a high quality liquid asset that provides flexibility as we scale the business. It supports growth without relying on dilutive capital and gives us exposure to AI infrastructure alongside our Ethereum strategy. At the same time, we remain fully aligned with White Fiber's long-term success. As we've said, we do not intend to monetize that position in 2026. The goal is simple. Build a business that generates cash. deploy that capital into high conviction assets like Ethereum, and continue compounding value per share over time. We have evolved the business significantly over the past year, and we expect that evolution to continue. We have operated through multiple market cycles, and our focus remains always on discipline, execution, and long-term value creation. With that, operator, we can open the line for questions.

Thank you. If you would like to signal with questions, please press star 1 on your touchtone telephone. If you're joining us today using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, that is star 1 if you would like to signal with questions. The first question comes from Nick Giles with B. Reilly Securities.

Hi, Nick.

Yeah, thanks, operator. Good morning, guys. Appreciate the update. Sam, I'm intrigued to hear that M&A may be of increased focus. Can you just give us a sense for what that could entail? Would potential targets be other DACOs that may have a lower MNAV than yours? What would be the rough framework we should be thinking about?

No, it would not be other DATs. It would be a business that is generating cash or is on its way to generating cash so we can deploy that capital and invest it into Ethereum. We think that's the better way. In some ways, we have that already, but we're sunsetting a business, which is Bitcoin mining. So that is generating cash. That's another differentiator that other DATs don't have. But that is not a business of the future, Bitcoin mining. And we've known that for a long time. In fact, we're the first ones or one of the first ones to announce that publicly. So we are looking, we are actively in the market right now, quite active, looking at M&A opportunities. They could be crypto adjacent businesses aligned with Ethereum, aligned even potentially with a Gentic AI that has an intersection with There is an intersection between agentic AI and Ethereum. And so if we can find a business that has a very clear path towards cash flow related to those work streams, those two sectors, we are very, very much interested. And so we've been actively in the market. We've already spoken to many candidates, actually. You've got to kiss a lot of toads before you find that prince or princess. And so in our case, it's a matter of time when we find it. We have been very successful in M&A in the past. And that being for White Fiber when we acquired N of them, but that's for White Fiber. Today is about BitDigital. And we intend to make a successful acquisition as we've done for White Fiber, but this time for BitDigital.

Tim, that's super helpful. That's exactly what I was looking for.

My second question was just, Can you speak to some of the trends you're seeing across the Ethereum network? I think in the past you've spoken about stable coins being built on top and a number of developers that are using the Ethereum network. Just anything you're seeing out there that's kind of away from the price pressures that we see on our screen?

Yeah, I mean, with respect to the price pressures, it's difficult to avoid talking about that. I think there's been a lot of macro movements. I think two things happened with respect to price pressure. I know you're not asking about that, but I do want to make a comment about it. I think there was a rotation into gold. We're now seeing that rotation out of gold and coming back into crypto. I also think that there's obviously macro pressures such as the war that's happening that's caused a darker mood. But that is coming to an end. So I think those price pressures were not helpful, the movement towards gold and the war, but we're surfacing out of those two trends and now coming back into crypto. So I'm glad to see that happen. But with respect to Ethereum, the blockchain itself, I think it was Jamie Dimon that said the era of experimentation is now over. Let's start using these technologies. And I fully agree with that statement. comments. The era of sandboxing this technology, the era of experimenting is over. And it's just the old world is now just changing, especially with AI. People are seeing that you just can't hold things together in the old way. And so all these intermediaries and all these, you know, it can be all streamlined through blockchain and agentic AI. And I think we're really living in an era where that old world is breaking down quite rapidly now. The two battering rams being blockchain and then AI. And so it's bound to happen. It's not if, it's when. And I agree with the sentiment that the era of experimentation is over. Let's get out of the sandbox. The regulations are becoming more clear. And we should be seeing more of a golden age In Ethereum, and I think it's going to be Ethereum in particular because it doesn't have any downtime, and I don't think institutions can deal with a protocol that has uptime issues.

Thank you, Sam. I really appreciate it. And our next question will come from George Sutton with Craig Holland. Hi, George.

Hi, Sam. So could you just walk a little in more detail around your recipe that you mentioned and the things that you are contemplating relative to building that ETH per share?

Yeah, I mean, we have a pretty unique recipe. A lot of people classify us as a DAT. That's a sub-strategy that we have. We're very different. If you look at our peers, we have believe it or not, a profitable Bitcoin mining business that, of course, we are sunsetting. We have a 70% majority stake in white fiber. And white fiber isn't the topic of the conversation today. But I mean, just there's obviously a lot of mis- I can't comment to the price of particular stocks, but I can comment certain facts that For example, White Fiber has an $865 million contract and has a hyperscaler that is attached to the end of that contract with respect to its North Carolina site. Again, this is about BitDigital, but my point is there aren't many companies that are positioned to have an infrastructure investment in the digital space, that being Ethereum, that we have an investment of a real business with Incredible contracts attached to it with respect to white fiber. We have, oh, by the way, an ongoing business with Bitcoin mining that we are sunsetting, but there are revenues. It's still profitable. And now we are in the market very actively in M&A. And what we want to do with that business is take the cash flow from that business and create a flywheel that we take the money from that business. And it has to be a high growth business. and pour that into Ethereum. And by the way, we also have a non-dilutive source of capital through WhiteFiber in the future. So if you have a source of capital, all these levers that other dads don't have, the WhiteFiber lever, the business that we intend to acquire in the future with its cash flow, these are real businesses. And we take that and we pour that into buying Ethereum. We think that is the way forward instead of just being a shell company that you just shoved a bunch of Ethereum on and you're just basically doing that, which we don't think is really the best way forward. And I think it's also highly dilutive. You need different levers.

I understand.

So that's the recipe.

Just on the agentic AI that you mentioned this morning relative to Ethereum, I believe the last number was something like 11,000 agents operating through 402 protocols. Can you just give us a picture of how well positioned ETH is versus other blockchains relative to the agentic AI token side?

Can you rephrase that question? Are you asking basically what's the intersection between agentic AI and – well, it has a lot to do with identification, but I'm not sure that's your question. Are you asking about the activity?

Well, you mentioned for the first time today that you're contemplating an agentic AI-related acquisition.

It's definitely one of the – just to be clear, it's a possibility – It's something we're looking into. We've always called out the trends before they happened in the mainstream. And we were the first DAT, basically. We got out of Bitcoin mining. We're the first ones. We did the AI infrastructure company. We believe that agentic AI is a huge future. And what we're interested in are businesses, blockchain businesses that have an intersection with agentic AI. We think the agentic AI economy is is going to blow up in a major way, and we wanna participate in the agentic economy. That's our thesis.

I understand. Just one other quick question with respect to the Clarity Act. I'm just curious your thoughts on that, your thoughts on likelihood of that getting through, and as it's currently constructed, how do you think it would influence the ETH assets that you own?

This is almost more of a political question. I'm happy to go there. So I think that there are going to be, I think the November elections are very much in play. And whoever controls Congress is going to have obviously some influence on whether certain legislation gets passed. I think the Democrats have a choice to make. If they're going to try to weaponize technology like they did in the last election, that's going to be very problematic. I hope that they've learned their lesson. And I hope that they do not go the way of Elizabeth Warren and they're more enlightened in their posture towards new technologies like blockchain. And if they do that, if the Democrats have learned their lesson from the last election cycle, then I do believe that the Clarity Act will have a chance to pass. It all depends on political parties not weaponizing and politicizing technologies.

Thanks for your thoughts.

And the next question will come from Kevin Deedy with HC Wainwright.

Hi, Kevin. Hi, Eric. Yeah, hi, Sam. Hi, Eric.

Would you mind digging in a little bit on the Ethereum yield strategy you're considering? I know at one point you had wrapped ETH or liquid ETH. I'm wondering if you're considering lending or borrowing on... On Aave, what sort of DeFi applications or initiatives might you consider in building your Ethereum returns?

I'd love to pass that question over to our CFO, Eric.

Hi, Kevin. So far, the majority of our ETH as state's native. And in the past, we had explored eurostaking, liquid staking, and all those strategies, but, you know, to make it very simple, majority as, you know, native. And we are exploring some strategies around enhancing the return, but so far, We think in negative staking, you know, provides the, you know, the most, I would say, research-justified returns. But if we see other opportunities we might pursue, that's the strategy right now.

The press release, Eric, the press release talked to 89% of your balance staked. Are you running all of that staking on your own validator nodes, and what would it take for you to go to a full 100% staking?

Yeah, we worked with Fakeman for native staking. That's through the partnerships, and they run the nodes for us. And respect to the 10%, that's with our third-party fund managers. We deploy with them. That's generating about 3 to 4%, so which is higher than a 3% native figure of awards, working with a number of external fund managers to get the enhanced yield. And our target is to increase that, let's say, from 10% to 20%. But really, it depends on what the strategies are and what the size of the strategy that would allow to generate such returns from the market, especially from the risks associated with deploying those strategies. So we're super careful. about working and selective working with different counterparties.

Thanks, Eric. You nipped my last question in the bud on counterparty risk. So I'll flip over to Sam. A lot of discussion on M&A activity. Can you offer a timeline? Is this something you hope to close before the end of the year? I know you want to keep it You want to keep yourselves open and want to hold yourself to any obligation, but you just kind of give us something to look forward to and appreciate it.

Sure. I mean, the last time I spoke about timeline, I got into some hot water. So I want to make sure I don't discuss timelines too aggressively, and I don't want to be optimistic. I prefer to be much more conservative when it comes to timelines. But I could tell you what is happening. We've been on calls with M&A candidates for the past couple of months since early this year. In fact, we started that process, yeah, I think early January. And it's a long process because, frankly, there's a lot of trash out there. So we want to make sure that we buy a business we really love and is aligned with our philosophy and the future. And we don't want to buy some sort of impaired business or some business where... It's just not for us. So in terms of when that'll happen, I can't give you a timeline, although I do hope for it to happen. I believe, don't hold me to it, that'll happen this year. But I want to make sure, I want to make it clear that it's more important that we do the right acquisition and we don't rush anything and buy the wrong business. because that will end in tears for everybody. So we have to be really careful on who we acquire. And we have a fantastic track record in M&A, and we intend to use that talent in spotting the right acquisition candidate to provide and unleash some value for BTBT.

Yeah, so Sam, on that topic of being careful and in the due diligence process, do you think you need to supplement your headcount in analyzing where you think agentic AI software development is and how legitimate the targets you're looking at are?

Yeah, I mean, again, it could be agentic AI. It could be more of an ETH adjacent play. We're still looking at the various candidates. But if your question is, Just to be clear, if we're to acquire that company, they will have headcount. So that headcount will automatically increase when we acquire X. Yeah, no, no, I understand that.

Yeah, I understand that, Sam. I was just wondering if you think you need new people now to help you in the review process.

Yeah, I mean, we are going through, there is actually an active process going on in hiring a headcount that is going to be looking at this, although we have a number of executives looking at this very closely as well. All the candidates, all the M&A candidates that we been speaking with uh we're all you know there's a bunch of us on the call and we are screening people out and some there have been some interesting candidates by the way and those conversations continue uh but to answer your question directly kevin we are hiring another person to help with the due diligence process of all this and of course once we once we figure out our top you know three candidates we'll have to go through you know more even deeper dive process, and then we'll be hiring, you know, the bankers, the lawyers, and so on.

Perfect. Perfect. Thank you so much, Sam.

Appreciate all the color. Thank you.

And the next question will come from Mike Grondel with Northland Securities.

Hey, Mike. Hey, guys.

Another question on the acquisitions you're looking at for BTBT. It sounds like you're looking to buy an acquisition that generates cash. Can you talk a little bit about the size of acquisition and how you would finance it? And then secondly, if we could get kind of an update on the financing for Wi-Fi, that would be great.

So the financing for Wi-Fi, we did do the white fiber earnings call the other day. And I believe that script and the audio recording of that is posted on our website. We'll have that sent to you. So it's a much longer conversation, although it's an exciting one for white fiber with respect to financing. And going back to your first question, with respect to the sizing, It depends on the candidate. It depends on, you know, of course, we do still have a balance sheet, and perhaps there are ways to finance it off the balance sheet, but I think, you know, we do have a healthy balance sheet still, and we'll be using that to acquire the candidate we will have in mind as part of our overall strategy for BitDigital. And again, I want to remind everybody on this call that no one is doing these things. I just see DATS just pressing the button, having one lever. And I don't think that's the way to go. Even strategy this week stops doing that. It's kind of a dumb strategy to just buy the digital asset and that's it. I mean, what kind of headcount do you need for that strategy? Not many people. So we're trying to put some intellectual heft and differentiate ourselves. And we've done that so far with our exposure to AI infrastructure. We've done that. We already have a Bitcoin mining business that continues to throw cash. And we're buying ETH not at any price. And so now with respect to acquiring a business that's throwing off cash or has a promising path towards throwing off lucrative cash, that's going to be an additional lever for us to buy Ethereum in a non-dilutive manner, which I think is the way forward.

And, sir, do you have any further questions? Nope. Thank you. And at this time, there are no further questions.

Thank you, everybody. Thank you very much for attending this call and listening to us. We really look forward to the future and how we'll continue to differentiate ourselves, and we're really excited by it. So we look forward to the next quarterly call, and thank you very much for today.

Thank you. That does conclude today's conference. We do thank you for your participation. Have an excellent day.