Bit Digital Prices $135 million Convertible Notes Due 2030
- Bit Digital priced $135 million convertible notes with a maturity scheduled for 2030.
- The company plans to direct proceeds into Ethereum purchases and corporate use.
- Investors received a 30 percent premium conversion rate over the last share price.
Bit Digital, Inc. (Nasdaq: BTBT) announced the pricing of its upsized underwritten public offering of $135 million convertible senior notes due 2030. The company expects the sale to close on October 2, 2025, subject to customary closing conditions. The underwriters were also granted a 30-day option to purchase up to an additional $15 million principal amount of notes to cover over-allotments.
The notes will be senior, unsecured obligations and accrue interest at 4.00% per year, payable semiannually. They will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased. This structure offers investors both predictable income and potential equity conversion.
Conversion Terms and Shareholder Impact
Investors may convert their notes at any time before the second scheduled trading day preceding the maturity date. Bit Digital will have the choice to settle conversions in cash, its ordinary shares, or a combination of both. This flexibility allows the company to manage obligations while preserving liquidity.
The initial conversion rate is 240.3846 shares per $1,000 principal amount of notes, equal to a conversion price of $4.16 per share. This price reflects a 30% premium above Bit Digital’s last reported share price of $3.20 on September 29, 2025. Conversion terms also include adjustments made in response to specific events.
Shareholders could face dilution if a significant portion of the notes converts into equity. While this structure raises capital efficiently, it introduces potential changes in ownership distribution depending on conversion activity.
Net Proceeds and Strategic Allocation
Bit Digital expects net proceeds of approximately $128.9 million, assuming the underwriting discounts, commissions, and expenses, whereas the full exercise of the option could produce $143.3 million in net proceeds.
The company will direct most of the proceeds toward the acquisition of Ethereum. Bit Digital sets aside the remaining funds for other general corporate purposes, such as investments, acquisitions, and potential late-stage business opportunities.
By investing in Ethereum, Bit Digital ensures its treasury operations align with the blockchain and digital finance environment in which it operates. From a higher perspective, this allocation also signals the incorporation of digital assets into the balance sheet of these enterprises.
Underwriters and Regulatory Filings
Barclays, Cantor Fitzgerald, and B. Riley Securities are serving as joint lead book-running managers for the offering. Their role ensures the placement of securities and support for the overall transaction.
The offering is being conducted under an effective shelf registration statement on Form S-3, declared effective by the U.S. Securities and Exchange Commission (SEC) on June 20, 2025. A preliminary prospectus supplement has been filed with the SEC. A final prospectus supplement, along with the base prospectus, will be made publicly available on the SEC’s website upon completion.
Related: SEC May Greenlight Staking in Solana and Ethereum ETFs
Future Outlook and Risk Considerations
The capital raising exemplifies Bit Digital’s continuing participation in crypto-linked financing. While the structure helps to boost liquidity, it also introduces risks. Convertible securities may impair shareholder value depending on the conversion levels. The press release stated that actual results may differ from current expectations due to various factors and that investors should refer to the “Risk Factors” section of Bit Digital’s filings for additional information. Such disclosures enable investors to receive true and material information in accordance with U.S. securities laws.
The offering’s final result will depend on market conditions, the performance of Ethereum, and investors’ appetite for convertible securities tied to digital assets. Bit Digital’s commitment to directing proceeds toward Ethereum indicates its confidence in the asset but also exposes the company to cryptocurrency volatility.
