The notes carry 4.00% annual interest, payable semiannually, and will mature on October 1, 2030, unless converted, redeemed, or repurchased earlier. Investors may convert at any time before the second scheduled trading day before maturity, at an initial rate of 240.3846 shares per $1,000 principal. That equals a conversion price of $4.16 per share — roughly a 30% premium to Bit Digital’s last closing price of $3.20 on September 29, 2025.

Depending on how conversions play out, shareholders could see dilution, as the company can settle in cash, stock, or a combination. Net proceeds are estimated at $128.9 million after expenses, or $143.3 million if the overallotment is fully exercised.

Management said the bulk of the funds will be allocated toward acquiring Ethereum, while the remainder will go toward general corporate purposes such as investments, M&A activity, or late-stage growth initiatives. By directing proceeds into ETH, Bit Digital is tying treasury strategy more closely to the crypto markets, a move that signals confidence in Ethereum but also greater exposure to digital-asset volatility.

The offering was filed under an effective shelf registration statement on Form S-3, declared effective by the SEC on June 20, 2025. A final prospectus supplement will be posted on the SEC’s website once the transaction closes.

The company highlighted that convertible financing both strengthens liquidity and opens potential equity upside, but acknowledged risks tied to conversion levels, crypto market swings, and broader market conditions.