Big Digital Energy, Inc. Common StockBGDE
Recorded

Big Digital Energy, Inc. Common Stock 2026 Q2 Earnings Call

Review the key takeaways and the transcript of this earnings call.

PeriodQ2 2026Duration32 minParticipants5

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Operator

Day, and welcome to Big Digital Energy's second quarter 2026 earnings call. At this time, all participants are on a listen only mode. After the speaker's presentation, there will be a question and answer session. To ask a question, you will need to press star 11 on your touchtone telephone. Please note this call is being recorded. I would like to turn the call over to Samir Jain, Orange Group Advisors.

Samir JainManaging Director

Please go ahead. Thank you, operator.

Samir JainManaging Director

Good afternoon, and thank you for joining us for Big Digital Energy's second quarter 2026 earnings call. Joining me on the call today are Chief Executive Officer, Phil Stanley, Executive Chairman, Josh Kilgore, and Chief Operating Officer, Cody Smith. Before we begin, please note that the information recorded on this call speaks only as of today, August 13th, 2026, and therefore any time sensitive information may no longer be accurate as of the time of any future replay, listening, or transcript reading. A replay of today's call will be available by webcast on the company's website, www.bigdigital.energy, and more information on how to access this replay feature will be included in the company's earnings release. Comments on this call may contain forward-looking statements within the meaning of the U.S. Federal securities laws. These statements are based on our current expectations and beliefs and are subject to risks and uncertainties that could cause actual results, products, activities or time frames to differ materially.

Samir JainManaging Director

For example, statements suggesting or implying the company's ability or positioning for growth, as well as any statements that indicate future dates or time frames are forward-looking statements and inherently uncertain. In some cases, you may identify forward-looking statements by terms such as believe, expect, potential, should, plan, or similar terminology. But any statement that is not a statement of historical fact may be a forward-looking statement. These statements reflect the current views of Big Digital Energy's management and are not current guarantees of future performance. Actual results may differ materially from those expressed or implied by any forward-looking statements due to a number of factors, including, among others, those described in the company's filings with the SEC.

Samir JainManaging Director

The company undertakes no obligation to update or revise any forward-looking statements except as required by law. Please refer to the company's Form 10-K and other filings with the SEC for a discussion of risks and uncertainties that may affect our upcoming results, future plans and project development, among other things. We will discuss certain non-GAAP financial measures during this call. These measures should not be considered a substitute for GAAP results. A reconciliation to comparable GAAP measures is included in our earnings release and SEC filings. With that, I'll pass the call to Big Digital Energy's CEO, Phil Stanley.

Phil StanleyCEO

Thanks, Samir, and thanks to everyone joining us today. Welcome to Big Digital Energy's inaugural earnings call. A lot happened this quarter, and I want to walk you through exactly what's changed, what we accomplished, and where we are taking the business. In early April, Josh, Cody and I assumed leadership of what was then Mawson Infrastructure Group. By end of the month, we expanded and reconstituted the board of directors, changed the company name to Big Digital Energy, and began trading under our current ticker, BGDE. Like the three of us, we know there were many fellow investors, partners and employees disappointed by the legacy of this company. Our decision to rebrand as Big Digital was a direct response to this and reflects our commitment to establishing a new strategic direction and governance framework for the company we are becoming today. Let me also be direct about alignment.

Phil StanleyCEO

Josh, Cody and I beneficially own approximately 29% of this company's common stock. We are far and away the largest shareholders of Big Digital. Not only that, we continue to acquire more stock. In June, members of this team purchased additional shares in the open market. This means that when we make decisions about capital, about dilution, and which deals to sign and which to walk away from, we are making them with the same incentives as you. We believe our significant ownership position creates strong alignment with shareholder interests. The natural question: what's the plan to achieve our desired goals? Let's start with who we are. We are an owner and procurer of controlled power land. We currently have 129 megawatts of online capacity with a pipeline many times that size.

Phil StanleyCEO

At a moment when power, not chips, is being the binding constraint on the build-out of artificial intelligence, this positioning is paramount. We've all seen what that constraint has done across the sector. Public Bitcoin miners have now announced over $70 billion in AI and HPC contracts. Core Scientific has a 12-year, $10 billion contract with CoreWeave. IREN signed a $9.7 billion AI cloud agreement with Microsoft. TeraWulf's HPC leasing revenue has now surpassed its mining revenue. Hut 8 signed a 15-year lease worth nearly $10 billion on a single Texas campus. The list goes on and on, and the market is searching and paying for companies with energized sites. Big Digital Energy is positioned for the same transition, but trading at only a fraction of the valuation. While we don't agree with the discount, we understand what we have to do is erase it.

Phil StanleyCEO

Our job is to move the theoretical into the practical and execute on transactions. Not letters of intent or advanced discussions. Closed deals, energized machines and audited numbers. That execution is already well underway. Behind the scenes, our team is engaged on multiple fronts to ensure we're positioned to move quickly as opportunities materialize. We continue to work closely with banking partners and prospective capital providers to secure the financing necessary to develop our existing portfolio and bring additional privately owned controlled power sites under the Big Digital platform. As I discussed earlier, every financing decision begins with one principle: protecting and enhancing shareholder value. As the company's largest shareholders, we are approaching capital formation with a disciplined focus on minimizing dilution while maximizing long-term equity value.

Phil StanleyCEO

At the same time, we're advancing the engineering, development planning, permitting, and other operational work required to bring these sites online as efficiently as possible once the capital is committed. Finally, we're actively engaging with strategic partners and prospective compute offtakers so that as capacity becomes available, we have high-quality counterparties ready to utilize it. None of this is particularly visible from the outside today, but it represents the foundation we're building to convert our pipeline into contracted revenue-generating assets. My colleagues will walk through many of these initiatives in greater detail, but the progress we've made over the past quarter can be summarized in three key areas. First, we resolved many of the legacy issues that have hamstrung this company for years. Nasdaq compliance has been restored. The poison pill has been terminated. Numerous legal overhangs have been resolved.

Phil StanleyCEO

An installed legacy AI contract has been formally closed out. Second, we put our existing capacity back to work. The 630 AI co-location agreement is deployed and ramping, with new machines arriving weekly. Third, we took meaningful steps forward toward positioning Big Digital for the AI opportunity through the acquisition of our Cleburne, Texas site and our joint venture with 10NetZero in Hood County. Josh and Cody will now walk you through these changes in greater detail.

Josh KilgoreExecutive Chairman

Josh? Thanks, Bill. It's great to be with everyone today.

Josh KilgoreExecutive Chairman

One of the first commitments we made when we assumed leadership of Big Digital was that this company would operate differently. Governance was a primary reason we engaged with Mawson, and it's the foundation upon which we're building Big Digital. That means being transparent with shareholders, making disciplined capital allocation decisions, and earning credibility through actions rather than promises. As Phil discussed, our objective over the past 90 days has been straightforward: stabilize the company, remove the legacy issues that created uncertainty, and build a foundation that allows the team to focus on growing the business. I'm pleased to say that we've made meaningful progress on each of these fronts. Let me walk you through a few of the most important milestones to date. First, Nasdaq. On June 17, we received formal confirmation that Big Digital had regained compliance with Listing Rule 5550 (1), the stockholders' equity requirement.

Josh KilgoreExecutive Chairman

That deficiency arose under prior management. Since April, we've maintained stockholders' equity above the required threshold. Nasdaq requires us to maintain at least $5 million in stockholders' equity in each quarter for 12 months, beginning with the quarter just ended. Our stockholders' equity as of June 30 was $12.4 million, satisfying the first of those requirements. While we cannot guarantee any result, we are fully committed to maintaining compliance with the listing requirements going forward. Second, governance. On June 8, our board unanimously terminated the stockholder rights agreement for the poison pill eight months ahead of its scheduled expiration. With management owning approximately 29% of the company and continuing to purchase shares in the open market, we concluded the plan was no longer serving shareholders.

Josh KilgoreExecutive Chairman

Removing it sends a simple message: We don't intend to hide behind governance structures or corporate defenses. We intend to earn shareholder confidence through transparency, execution, and aligned interest. Third, legacy matters. During the quarter, we made meaningful progress resolving issues inherited from prior management, including resolving the dispute with CleanSpark pursuant to a confidential settlement agreement. We also formally closed out the legacy BE Global AI HPC agreement after determining the project would not move forward. More broadly, we recognize that unresolved litigation and legacy matters complicate the Big Digital story and distract from the significant progress we're making across the business today. That's why we've made resolving these issues a priority, allowing investors to focus on the fundamentals and the opportunities ahead rather than the past. Finally, capital allocation. Every capital decision we make begins with one question: Does it create long-term value for our shareholders?

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