Big Digital (BGDE) Q3 2026 Earnings Call Transcript

DATE

Thursday, Nov. 5, 2026

CALL PARTICIPANTS

• Chief Executive Officer - Phillip Stanley
• Chief Operating Officer - Cody Smith
• Executive Chairman - Joshua Kilgore

TAKEAWAYS

• Total Revenue -- $8.7 million, representing a 41% increase compared with the second quarter.
• Cash Position -- $3.1 million as of Sept. 30, 2026, compared with $16.3 million on June 30, 2026, primarily reflecting the $10 million acquisition of the Hood County site.
• Stockholders' Equity -- $8.5 million at the close of the quarter, which management reported satisfies the $5 million minimum requirement for NASDAQ compliance.
• Operating Cash Burn -- $850,000 per month during the third quarter, representing a decrease from the average monthly burn of $3.4 million reported during the first six months of the year.
• Hood County Revenue Potential -- $550 million to $1.1 billion in aggregate power lease-related revenue over 15 to 25 years, based on indicative terms in the letter of intent with Tensor IQ.
• NVIDIA GPU Deployment -- 8,000 NVIDIA B300 GPUs, with 6,340 units planned for the first phase of development at the Hood County site.
• Total Energized Capacity -- 169 megawatts across the current operating portfolio, including 120 megawatts at the Midland, Pennsylvania location.
• 36 AI Development Pipeline -- 584 megawatts of potential capacity, providing the company with access to power assets not currently available in the public market.
• Joint Mining Revenue -- $1.5 million generated through the agreement with 36 AI, resulting in $1 million in gross profit.
• Bitcoin Holdings -- 20.8 Bitcoin valued at approximately $1.7 million, compared with 10.2 Bitcoin held at the end of 2025.
• Hood County Acquisition Cost -- $10 million for 30 acres of land, funded through the Texas Loadhouse joint venture.
• Joint Venture Loan Repayment -- $4.9 million, representing a loan provided to the joint venture partner that was repaid in full with interest in Oct. 2026.
• Midland Site Capacity -- 120 megawatts located in the PJM market, currently supporting approximately one exahash of mining hash rate.
• Bellefonte Site Capacity -- 8 megawatts of self-mining capacity, which management indicated can be expanded to 24 megawatts.
• Corning Site Capacity -- 24 megawatts located in Ohio, currently part of the energized operating portfolio.
• Management Ownership -- 31%, which management stated aligns the interests of executives with those of other shareholders.
• Common Shares Outstanding -- 6.5 million shares as of Sept. 30, 2026, with 90 million shares currently authorized.
• Building Infrastructure -- 25,000 square feet of industrial building space at Hood County, featuring concrete slabs exceeding four feet in thickness to support high-density GPU racks.
• Legal Expense Reduction -- Run rate for legal expenses declined through the quarter, despite a one-time nonrecurring charge.
• Employee Count -- 33 staff members, supporting operations across financial services and digital infrastructure.
• Yield on Cost -- 25% to 40% projected for modular solution projects, according to management's internal modeling.
• Phase 1 Design Basis -- Completed and quoted for the Hood County project, including technical requirements for high-density infrastructure.
• Joint Venture Management -- 50/50 split between Big Digital and TenNetZero, with both parties serving as managers following the October loan repayment.
• ERCOT Load Study -- Submitted and approved to bring the Hood County site up to 74 megawatts while remaining under the large load limit.
• Energy Related Revenue -- Spiked in Sept. 2026, driven by grid support and curtailment opportunities in the PJM market.

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RISKS

• Joshua Kilgore stated, "legacy matters, including the Marshall loan, the W Capital loan and Celsius matters remain in litigation," noting these are largely in the hands of the courts.
• Cody Smith stated, "NASDAQ requires at least $5 million of stockholders' equity each quarter for 12 months," representing a mandatory compliance threshold.
• Phillip Stanley indicated that the regulatory environment in Texas is fluid, stating, "We are all living under a different regime change," when discussing potential impacts on air permits and load limits.
• Phillip Stanley warned that the 111-megawatt expansion target at Hood County is "subject to ERCOT validation" and noted that interconnection processes are becoming more challenging.

SUMMARY

Big Digital Energy, Inc. (NASDAQ:BGDE) is executing a strategy to transition its existing power infrastructure from Bitcoin mining to high-performance computing and artificial intelligence applications. Management reported that the company advanced its Hood County site toward commercial development by signing a letter of intent with Tensor IQ for a GPU deployment. The company is focusing on securing energized power capacity, which executives described as the scarcest input in the current data center market. Operations currently span four primary sites in Pennsylvania, Ohio, and Texas, supported by a development pipeline through an affiliation with 36 AI.

• Executive Chairman Kilgore stated that the company is evaluating project-level debt, strategic joint ventures, and customer-backed structures to finance capital-intensive AI infrastructure.
• Management reported that the initial build-out at Hood County involves retooling an existing 25,000-square-foot industrial building to support direct liquid cooling in the first phase and immersion cooling in the second phase.
• Joshua Kilgore stated that the request for 600 million authorized shares provides capital structure flexibility for conversions and warrants, noting that authorization differs from the immediate issuance of stock.
• Cody Smith reported that the joint mining agreement with 36 AI allows the company to monetize power today while preserving the option to pivot to higher-value uses as they become available.
• Phillip Stanley noted that the 17-megawatt capacity at Hood County currently operates under an air permit exemption, allowing for a faster scaling of processing capabilities.
• Phillip Stanley noted that the company treats the second quarter of 2027 as a planning target for facility availability rather than a binding commitment.

INDUSTRY GLOSSARY

• ERCOT: Electric Reliability Council of Texas, the organization that operates the electric grid for most of Texas.
• Exahash: A unit of measurement for the processing power of the Bitcoin network.
• GPU: Graphics processing unit, specialized hardware increasingly used for AI and high-performance computing.
• HPC: High-performance computing, the use of supercomputers and parallel processing techniques to solve complex computational problems.
• LOI: Letter of intent, a nonbinding document outlining the preliminary terms of a business agreement.
• PJM: PJM Interconnection, a regional transmission organization that coordinates the movement of wholesale electricity in parts of 13 states and D.C.
• TCEQ: Texas Commission on Environmental Quality, the environmental agency for the state of Texas.

Full Conference Call Transcript

Operator: Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the BIG Digital Energy's Third Quarter 26 Earnings Call. I would like to remind everyone that this call is being recorded and that all lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a Q&A session. If you would like to ask a question during this time, simply press star followed by the number 1 on your telephone keypad to raise your hand and enter the queue. If you would like to withdraw your question, press *1 again. Thank you. I would now like to turn the call over to Samir Jain.

Please go ahead.

Samir Jain: Thank you, operator. Good afternoon, and thank you for joining us for Big Digital Energy's third quarter 26 earnings call. Joining me on the call today are Chief Executive Officer, Phillip Stanley Chief Operating Officer, Cody Smith and Executive Chairman, Joshua Kilgore. Before we begin, please note that the information reported on this call speaks only as of today. 11/05/2026. 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 via 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. 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 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 those described in the company's filings with the SEC. The company undertakes no obligation to update or revise any forward looking statements except as required by law. We will discuss certain non GAAP financial measures during this call. These measures should not be considered as substitute for GAAP results A reconciliation to comparable GAAP measures is included in our earnings release and SEC filings. With that, I will pass the call to Big Digital Energy's CEO, Phillip Stanley.

Phillip Stanley: Thanks, Samir. Thanks to everyone joining us today. Last quarter, we laid out a roadmap for Big Digital, This quarter is about action. Our strategy is straightforward. Secure powered sites, develop them, bring in the right customers and partners, and finance that growth in a way that creates long term value for shareholders. During the third quarter, we moved forward down that path. We advanced our Hood County site to establish a framework with Tensor IQ. We continued work with financing partners. We progressed engineering and development. And we continued evaluating additional powered assets that could become part of the Big Digital platform. We still have a great deal of work ahead of us.

But I believe the opportunity in front of the Big Digital team is becoming clear. The key to all of this is power. AI infrastructure demand remains strong. At the same time, getting large amounts of new power onto the grid is becoming more difficult. Interconnection permitting, grid reliability, development readiness all matter. Investors are also beginning to become more sophisticated about the difference between announced megawatts and executable megawatts. That distinction is important to us. Land alone is not enough. A power request is not enough. Our goal is to move assets through a clear progression of controlled land, power, customers, financing, and ultimately revenue. Available power is becoming the scarcest input in this market.

And we believe its value appreciates with time. Hyperscalers building traditional data centers cannot wait 3 to 5 years for power. So a site that is energized today is worth more than 1 that gets energized later. The grid is tight. PJM came up substantially short of its reliability requirements and its most recent option, And ERCOT continues to see large load interconnection applications. Every year, that new power is delayed, makes a megawatt that we can deliver today worth more. We have a 169 of those valuable megawatts in the Big Digital portfolio today.

Behind that, our affiliation with 36 AI gives us access to nearly 600 more it is a substantial pipeline that can be the backbone of years of development. Texas is a good example. It remains 1 of the most attractive markets in the country for AI infrastructure. But the process for bringing large loads onto the ERCOT system is becoming more challenging. We believe that makes existing energized capacity credible development pathways and flexible power solutions more valuable. Which takes us to Hood County. The site currently has approximately 17 megawatts of energized capacity and we have a pathway towards 111 megawatts there.

Our focus this quarter has been on moving Hood from a powered site towards a commercial AI infrastructure project. To this end, we signed a letter of intent with Texas Loadhouse, our joint venture with Pennant Zero. and Tensor IQ. The framework contemplates up to 17 megawatts of gross capacity and initial deployment of nearly 8 thousand NVIDIA B300 GPUs. Our current phase 1 design is 6.34 thousand GPUs. Current planning assumptions target availability in the third quarter of 2027. We are executing on the plan we laid out for Hood County. Last quarter, we set out to secure powered sites advanced development, build strategic partnerships, and finance growth responsibly.

This quarter, the joint venture acquired 30 acres of that site. We signed a letter of intent with Tensor IQ and our engineering and development work is advancing. Based on the indicative terms in the letter of intent and assuming full utilization, the arrangement could generate in excess $550 million in aggregate power lease-related revenue for Texas Loadhouse over the initial 15-year term. If both 5-year extensions were exercised on the same indicative economics, the figure could reach approximately $1.1 billion over 25 years. The LOI is nonbinding. And there is important work ahead before we reach definitive agreements. The project requirements are complete and signed off. And the phase 1 design basis is complete and quoted.

We are now moving into basis of design and schematic design, and we are finalizing our general contractor mechanical, electrical, and plumbing, and civil engineering partners. We are in active discussions with offtakers for this site and expect to execute a lease before the end of the fourth quarter. While the Load House site moves forward, we are also actively evaluating opportunities to bring additional powered assets onto the Big Digital platform. We are building a portfolio of high return assets and we are leveraging the broad and substantial portfolio of powered assets available through our affiliation with 36 AI.

The 36 AI development pipeline which sits at just under 600 megawatts, gives us unique access to opportunities or difficult to source in the public market. Not every discussion will become a transaction, Not every site will meet our standards. But we believe the pipeline is significant. And we are focused on the opportunities for power, economics, and execution come together. Our strategy has not changed since the last call. What has changed is how far we have moved along it. Joshua will now talk about the industry opportunity. Our capital strategy, the governance framework that supports this growth. Joshua?

Joshua Kilgore: Thanks, Phillip. The operating opportunity Phillip described is substantial, but converting that opportunity into shareholder value requires discipline. That applies to the assets we pursue, the capital we deploy, the counterparties we select and the governance process around every material decision. Let me start with the broader industry environment. AI infrastructure demand continues to place extraordinary pressure on the availability of power. But the market is increasingly distinguishing between available capacity and capacity that can actually be developed. Interconnection queues are longer. Utilities and regulators are applying greater scrutiny to large load projects. Permitting, transmission, generation, and community considerations all influence the timing and economics of development.

We believe those barriers increase the value of assets that combine controlled land, energized power, and the readiness to develop. That is a segment of the market where we are competing. As Phil mentioned, our objective is to build a portfolio of power land assets. We continue to evaluate additional sites including opportunities involving privately controlled assets that could potentially be brought into the public company. We will evaluate any transaction that makes strategic and economic sense for Big Digital shareholders. If an opportunity with an affiliated party is presented, we will be transparent and follow every necessary governance protocol. We intend to maintain the same emphasis of transparency and shareholder alignment that we discussed last quarter.

Capital is also critical for our strategy. AI infrastructure is capital intensive. If we are successful in expanding this platform, we will need substantial capital. The question is not simply whether we can raise capital. The question is whether we can structure that capital in a way that allows the value created at the project level to accrue to Big Digital shareholders. As such, we are actively evaluating a range of financing alternatives including project level debt, strategic and joint venture capital, customer backed structures and institutional capital. Our objective is to match capital to identifiable assets and identifiable returns. Corporate common equity is 1 financing tool, but it is far from the only option available to us.

As a reminder, management remains the largest shareholder of Big Digital. Our interests are aligned with every Big Digital shareholder. Rest assured, the creation of long term shareholder value is our top priority. Turning to the balance sheet. We ended the third quarter with cash of $3.1 million compared with $16.3 million at June 30. The decline in cash was driven primarily by our acquisition of the Hood County site through Texas Loadhouse, which cost approximately $10 million The company also provided a $4.9 million loan to our JV partner to fund part of this capital contribution. The loan was repaid in full and on time in October 2026.

In addition, the company has accumulated more Bitcoin through reducing sales of mined Bitcoin. As of the end of the quarter, the company held 20.8 Bitcoin $1.7 million compared with 10.2 Bitcoin at 12/31/2025. Stockholders' equity was approximately $8.5 million at September 30, compared with $12.4 million at June 30. During the quarter, we made significant progress in realigning our business operations with our strategic vision. Additionally, while legal expenses remained elevated for the quarter as a whole, run rate for legal expenses declined through the quarter with the exception of a 1-time nonrecurring charge. We expect improving run rate to become more apparent in subsequent quarters. Overall, operational improvements have dramatically improved the company's cash burn.

During the first 6 months of the year, we averaged a burn rate of $3.4 million per month on operating activities. During the third quarter, the burn rate dropped to $850 thousand per month with the rate of improvement accelerating by 50%. From the beginning to the close of the quarter. As investors know, NASDAQ requires us to maintain at least $5 million of stockholders' equity for the applicable monitoring period. Our September 30 stockholders' equity of approximately $8.5 million the next quarterly measurement under that requirement. Maintaining compliance remains an important priority. We also continued working through legacy balance sheet obligations and simplifying the company's capital structure. Resolving outstanding litigation remains a top priority.

Some of the matters are largely in the hands of the courts. Especially in cases that we believe we have a strong argument. However, if there is a path for amicable resolutions and walk away from some of these matters, we will definitely pursue them. We appreciate the importance of every legacy obligation and recognize the expedient resolution allows management to spend more time and capital on the assets that can drive future value. With that, I will turn it over to Cody to discuss the quarter's operating performance and the work underway across our infrastructure. Cody?

Cody Smith: Thanks, Joshua. Our operating priorities remain consistent with what we have discussed last quarter. Keep our existing infrastructure productive improve the efficiency of the platform, and prepare our assets for higher value AI and HPC opportunities. I will start with the third quarter operating results. During the quarter, BIG Digital generated total revenue of $8.7 million compared with $6.2 million in the second quarter, an increase of 41%. We have approximately 169 megawatts of current capacity across our operating portfolio with additional capacity in development. Our Pennsylvania infrastructure continues to provide an operating base while we advance the broader AI strategy. The 36 AI arrangement allows us to monetize capacity that otherwise would have remained underutilized.

The agreement generated $1.5 million of revenue since the joint mining agreement came online. We continue to view Bitcoin mining as a bridge into the broader AI strategy. It provides a way to monetize power today while preserving the ability to deploy that power toward higher value uses as those opportunities become available. At the same time, we remain focused on operating efficiency. Since taking control of the company, we have reviewed vendor relationships, service agreements, staffing levels, and operating processes across the organization. This has resulted in several changes that will make big digital a leaner, more efficient company. Our goal is to be breakeven on a cash basis by year end. This work matters because efficiency creates flexibility.

Every dollar we remove from an unnecessary cost is a dollar that can support operations, development or growth. The other major focus is preparing Hood County for AI and HPC. The Tensor IQ framework gives us tangible technical requirements around which development work can advance. Our teams and partners are working across engineering, site design, power configuration, cooling, construction planning, interconnection and behind the meter generation analysis. The contemplated initial deployment is designed for high density GPU infrastructure is expected to support both AI training and inference workloads. The current framework contemplates direct liquid cooling in the first phase, and immersion cooling in the second phase. This is an important distinction in how we think about the business.

Our objective is not to simply accumulate megawatts, it is to convert those megawatts into infrastructure that can support compute, attract customers and generate durable economic returns. That requires operational work long before a facility is ready for deployment. It requires engineering, procurement planning, construction sequencing, power design and coordination with customers and financing partners. Those efforts are underway. Our existing operations give us a productive base and flexibility. The development work underway is intended to move the portfolio toward higher value AI and HPC applications over time. With that, I will turn it back to Phillip.

Phillip Stanley: Thanks, Cody. Let me close with where we are and what comes next. Last quarter, we told investors where we were headed. This quarter, we began to deliver on that path. Hood County is moving from a powered asset toward a commercial development project. Tensor IQ gives us a framework to realize the monetization of electrons. Our teams are advancing engineering and development We are working with financing partners. And we are engaging with customers and strategic partners. We continue to evaluate additional powered assets to expand the big digital portfolio. We believe the industry backdrop makes this work increasingly important Power is scarce. Development is difficult. And the market is beginning to separate announced megawatts from revenue generated megawatts.

That is where we are competing. As we look toward year-end and into 2027, there are 4 areas I want investors to watch. First, deals. We are moving existing frameworks towards definitive agreements. Second, customers and partners. We are converting active discussions into commercial relationships. Third, capital. We are securing the financing needed to develop these projects while staying disciplined about per share value. And fourth, sites. We are bringing additional powered infrastructure under Big Digital's control. This includes finding ways to bring in some or all of the close to 600 megawatts at 36 AI. None of these steps happen overnight. But each 1 moves an asset closer to revenue. We are stacking tangible milestones.

More powered assets, more development progress, more partnerships, more financing, and more contracted revenue. We believe Big Digital has an opportunity to build something significant. We have the team. We have a growing base of power infrastructure. And we have a clear road map for turning the infrastructure into a broader AI and HPC platform. We are focused on execution, and we are excited about what lies ahead. With that, let's move to questions.

Samir Jain: Thanks, Phillip. Since our last earnings call, we have continued to hear from shareholders, analysts and other interested parties through emails, social media and direct conversations. We appreciate that engagement. There are several topics that have come up consistently, including the company's capital structure and potential dilution, liquidity and legacy obligations, the Hood County joint venture, TensorIQ, project financing, capacity, and the economics of our existing operations. Before opening the call to live questions, let's address those topics first. All right, I will send this first question to you, Phillip. Can you update investors on the TensorIQ relationship where a definitive agreement stands today and what needs to happen before Hood County can begin commercial deployment.

Phillip Stanley: Thanks, Samir. The Letter of Intent with Tensor IQ sets the framework for negotiating definitive agreements but it is not a signed customer contract. The owner's project requirements for Hood County are complete and signed off. And the phase 1 design basis is complete and quoted. We are now moving into full design with electrical and mechanical underway and vendor quotes and process. The work still ahead covers commercial terms, customer diligence, and credit support, completion of engineering, financing, or required approvals, and definitive documentation. As far as offtake, we are in active discussions with prospective partners, and we expect to sign a lease by the end of the fourth quarter.

Availability in the second quarter of 2027 is a planning assumption that we treat as a target, but not a commitment.

Samir Jain: Great. I will direct this next question to Cody. Beyond Hood County, how are you prioritizing Midland, Bellefonte and Corning? What capacity is energized today and which locations are best positioned for AI and HPC development?

Cody Smith: Thanks, Samir. Our energized capacity today is approximately 169 megawatts across our operating portfolio. Midland, Pennsylvania is our largest site at 120 megawatts and sits in the PJM market. Bellefonte, Pennsylvania has 8 megawatts of self mining capacity that complements Midland, and it can be expanded to 24 megawatts. Corning, Ohio is 24 megawatts. We have prioritized sites by time to power because power available now is the scarcest input in this market. Each site has its own interconnection, fiber, cooling, retrofit requirements, and we are working through those site by site. In addition to our operating portfolio, 36 AI has close to 600 megawatts.

Samir Jain: Okay. The next question is for Joshua. what is the actual development plan at Hood County? How much of the existing infrastructure can be used? What must be built? And how do you expect to finance the project?

Joshua Kilgore: Thank you, Sameer. Hood County's development is moving in stages. The site has approximately 17 megawatts of energized operational capacity today. The next step is expanding utility service to approximately 111 megawatts. Subject to ERCOT validation. The electrical source strategy including whether to use behind the meter generation at the site's existing natural gas infrastructure is still under evaluation. This entire Q framework sets the technical requirement. The planned deployment is high density GPU infrastructure, with warm water direct liquid cooling in Phase 1, using a chiller free dry cooler concept. And immersion cooling for Phase 2. Subject to final design and definitive agreements.

On financing, our strategy is to use project level financing, strategic partnerships and customer backed structures where appropriate.

Samir Jain: Great. Thanks, Joshua. Back to Cody for this next question. Can you clarify the economics of the TenNetZero joint venture including each partner's responsibilities future capital commitments, and whether ownership could change as Hood County develops.

Cody Smith: Today, Hood County is held through Texas Loadhouse LLC. A 50-50 joint venture with 10 net zero formed in July. To help TenNet fund its capital contributions for the acquisition, the company provided a $4.9 million loan That loan was repaid in full and on time in October. With interest, and 10NetZero did not lose any ownership. Governance is set by the joint venture's operating agreement. While the loan was outstanding, Big Digital was the sole manager of Texas Loadhouse. Under that agreement, once the loan was repaid in full, TenNet Zero and Big Digital serve as managers of the joint venture. Great.

Samir Jain: Thanks, Cody. I will go back to Phillip for the next question. You discussed bringing privately controlled powered assets into Big Digital. Which types of opportunities are you prioritizing? And how will you ensure affiliated party transactions are fair to public shareholders?

Phillip Stanley: Thanks, Samir. We separate assets into 3 categories. Big digital owned assets, joint venture interests such as Hood County, and privately controlled opportunities including assets owned by 36 AI. Our investor presentation shows a 36 AI development pipeline of 584 megawatts. We prioritize sites that combine power, economics, and a credible path to AI or HPT use. An affiliated acquisition would go through third party valuation, a review by independent directors, and a recusal of any principals with interests in the targeted assets. The same standard applied to the 36 AI transaction. Which our independent audit committee reviewed.

These opportunities give us access to powered infrastructure that is hard to source in the public market, but no opportunity is worth compromising governance.

Samir Jain: Great. I will direct this next 1 to Joshua. The amended proxy contemplates authorization of up to 600 million shares. Why is that level of flexibility needed? And how will management balance potential acquisitions and financing with dilution to existing shareholders?

Joshua Kilgore: Thanks, Samir. First, I will remind our shareholders and investors that management is looking long term. We are looking 20 years down the road. In our decision making process. As of 09/30/2026, we had a little under 6.5 million common shares outstanding and 90 million shares authorized. Series D financing requires us to reserve enough authorized shares for conversions and warrant exercises. And to seek stockholder approval to increase authorized shares no later than 11/14/2026. Remember, authorization is not issuance. We will reconcile the share count in our filings including ATM activity Series D financing and securities issued under commercial agreements. Our objective is to finance growth intelligently and protect long term per share value.

Phillip, Cody, and I own approximately 31% of the company. So we experienced dilution alongside every shareholder. Growing into a larger platform will require room in the capital structure for others to participate. Having that flexibility means we can act when the right opportunity arises rather than returning to shareholders at the wrong time.

Samir Jain: Great. Thanks, Joshua. Cody, this 1's for you. What progress has the company made on liquidity and inherited obligations? Including Celsius, W Capital and Marshall? How should investors think about the going concern disclosure and NASDAQ equity requirements?

Cody Smith: I will start with the liquidity question, and then I will get to obligations. At 09/30/2026, cash was $3.1 million and stockholders' equity was approximately $8.5 million. NASDAQ requires at least $5 million of stockholders' equity each quarter for 12 months, beginning with the quarter ended 06/30/2026. Our June 30 equity satisfied the first test. And our September 30 equity of approximately $8.5 million is the next test. Legacy matters, including the Marshall loan, the W Capital loan and Celsius matters remain in litigation as described in our 10 Q. We will not characterize their outcome until they are resolved. The management team remains committed to strengthening the balance sheet while we execute on the operational transformation of the company.

Samir Jain: Great. And let's finish with this last question. And I will direct this towards Phillip. How does the 36 AI arrangement contribute to Q3 revenue and cash flow? And how do you decide whether power sites should be used for Bitcoin mining or developed for AI and HPC?

Phillip Stanley: Thanks, Samir. The joint mining agreement with 36 AI generated $1.54 million of mining revenues and $1 million gross profit since miners started arriving in June 2026. Because the arrangement has contractual flexibility, we can maximize cash flows until our AI facilities are ready and then quickly pivot away from mining. As a reminder, in our deal with 36 AI, big Digital deployed no capital, took on no debt, and receives 100% of the cash generated under the arrangement. 36 is paid only in common stock and warrants under the joint mining agreement and is aligned with all shareholders and that the benefit to 36 of the joint mining agreement is directly driven by appreciation in the share price.

Samir Jain: Great. Thanks, Phillip. Also, Joshua, and Cody. Now let's open up the call to live questions. Operator? Could you please open up the lines?

Operator: Thank you. We will now begin the Q&A session. If you are called upon to ask your question and are listening via a loudspeaker on your device, Please pick up your handset and ensure that your phone is not on mute when asking your question. And your first question comes from the line of Kevin Dede with H.C. Wainwright. Your line is now open.

Kevin Dede: Thank you. Hey, Joshua, Phillip. it is Kevin Dede at H.C. Wainwright. I know I have spoken to Joshua but I do not think I have spoken with you, Phillip. I have got a handful of questions, so let me fire off Granbury, Hood County. 1 of your competitors has a data center there, and they get extremely negative pushback from residents. And I am wondering how you may have addressed community relations. In Hood County.

Phillip Stanley: Yeah. We are engaged with local stakeholders. The site itself is located in a prior zoned industrial park. Our neighbors in the vicinity are quite a far distance away. The site itself prior to us taking over ownership had an air permit, that was under the exemption. We believe in the future if there is a possibility to bring behind the meter, we can work with our stakeholders, and third parties to try to bring a resolution to the air permit that is to our benefit. Additionally, the site itself is set up for 17 megawatts to, bring processing online pretty quickly. That exemption that we have in place should allow us to scale fairly quickly on that location.

But we probably cannot disclose too much more than that with, ongoing engagement with community. But I am happy to answer more questions.

Kevin Dede: Great. Thanks. I have got them. 111-megawatt target there would require ERCOT review. I think anything over 75 megawatts sort of creates a flag. And I am-- given the change in the political climate, with Texas being a different color, what is your take on moving through the regulatory bodies there?

Phillip Stanley: I think it is still very fluid here in Texas. I think we are all living under a different regime change. We will have to see how things shake out. We believe that you know, from a big digital perspective on the PubCo level, we do have multiple other sites in other states We are trying to stay nimble. And we are gonna do whatever we can to stay on the good side of the political climate.

Kevin Dede: Have you started to deal with ERCOT on getting approval to go to 111? So where are you in that process?

Phillip Stanley: Yeah. So for the process, we have 17 megawatts that is available currently. We have a load study that is been submitted and approved to bring us up to 74 to stay under the large load limit. The additional megawatts would be coming via behind the meter generation through the natural gas pipeline that lit. That lies on the property itself.

Kevin Dede: Oh, have you evaluated tech for that? Is that turbine or recip?

Phillip Stanley: That would be recip, and we are looking at deploying multiple under the prior air permit exemption.

Kevin Dede: Okay. The JV structure now is between 10NetZero and Big Digital. Does that mean everything is split 50/50? Top to bottom and deployment and earnings?

Phillip Stanley: Yes, sir. That is the way it is split up.

Kevin Dede: Okay. 25 thousand miners, 75 megawatts, at Midland. What is the hash rate there? And how did that relate to the energy revenue that you recognized in September, which seemed to spike up beyond historical norms?

Phillip Stanley: Yeah, I may pivot to Cody just on this particular question.

Cody Smith: Yeah. Cody Smith here. So we are a little over 1 exahash of self mining or joint mining agreement related hash rate there. You know, with the type of machine that we are mining, you know, that comes with some opportunities for curtailment. And to support the local grid So, you know, we continue to bring on more load there and more megawatts on a daily basis.

Kevin Dede: So was it that curtailment that supported the spike in energy related revenue? In September?

Cody Smith: Yeah. that is kind of the opportunity there in the PJM market to be able to, you know, play the markets support the grid, you know, have some downtime when appropriate, but also bring in revenue to kind of get back into the market Well, I do not wanna hog the call, so let me hop back in queue.

Kevin Dede: Thank you.

Operator: Your next question comes from the line of Brian K. Borush with ROTH Capital. Your line is now open.

Analyst: Hey, guys. Thanks for taking my questions. 2 for me, a lot more broad and thematic and dovetail on what Kevin just asked. But you know, the Democratic win in Texas it does seem, I am hearing mixed things where some people do not really understand. Do not have certainty on the TCEQ permitting, what is going to happen. Is it going to be lifted? The permit pause, is it going to be lifted? A upon the delivery of the audit? Come December 10 or, I guess, December 17? What have you guys been hearing internally, and what can give us confidence with what is going on in Texas right now?

Sort of, like, what is your take on the political situation? With respect to, I guess, the permit pause? Ahead of Hinojosa taking office.

Phillip Stanley: Yeah. The TCEQ board itself is constituted usually through; the governor will appoint. There are a number of those positions. Those positions, I believe, last for around 6 years. I believe 1 of those commissioners is about to roll off I think as early as December. And then, so we will have an opportunity to appoint someone of our own choosing. I believe that it is really kind of a-- We do not have a full understanding of what that would look like, but the remaining TCEQ board members that are currently on the board were appointed by Abbott at a more favorable time frame. Got it. Okay. Yeah. Yeah.

I was, so it sounds like even if you know, if they were to go scorched earth, theoretically. It. it is ultimately up at the TCEQ board, and they are probably aligning themselves with that if that makes sense. The other question I have is in that. I-- They are on-- they would be a higher number of board members that were under Abbott's appointment than Hinojosa's. So from a majority standpoint. Okay. That makes sense. And then the other thing for me is, what we have been seeing outside of the political noise that has happened over the last week and the concerns about building costs going up and construction costs going up and labor costs.

Or construction costs, I guess, covers those. As we think about the financing market, how are you guys seeing lenders' appetite toward granting financing and then, on the flip side, how are you thinking about pricing with this LOI Is there a certain yield on cost or spread of yield on cost to the cost of debt that you are trying to maintain? Are customers like Tensor seem amenable to that? Some color there would be great. Joshua, do you wanna take this 1?

Joshua Kilgore: Yeah. I can touch on that 1, Phillip. You know, I would say it is it is pretty obvious in the market right now The opportunity to finance has been quite dampened over the last 90 days or so. But we are still seeing deals get done every week. The lenders that we are working with are pretty consistent in if you can bring us a project that has a signed lease, that you can monetize we can get you there. So I would say for our team, for what Big Digital is working on, you know, we are thoughtfully concerned about the broader financing market.

But when you take it down to a project-to-project-level basis, a strong project still has merit can still get financed. And we are working with banks on the street and we are also working with banks in our local communities. So there is not just 1 place to shop these deals. And 1 other item, I know most of the deals that, you know, you put out there, they are multibillion dollar you know, 300 megawatts, 2-gigawatt-size projects. We have a lot of projects that are well under that cap. And they are much more digestible And from a return perspective, we are not looking at, like, 13% yield on cost type deals.

A lot of the models that we are working on today have yields that are 25, 30, 40% yield on cost. It has to do with the type of location, the type of clients that we are looking at. Down to the type of build that we are looking at. We are not just looking at the tier 3 that everybody else has been building. We are really focused on modular solutions that fit perfectly in a number of our sites, and our customers are very excited to utilize Great.

Analyst: Thanks.

Operator: And your next question comes from the line of Kevin Dede with H.C. Wainwright. Your line is now open.

Kevin Dede: Sorry, guys. I moved up to my thread. I came back. You just mentioned modular builds. Very interesting in light of Riot's Anthropic collaboration at Corsicana. And I am wondering you know, I think you stipulated somewhere between 6.3 thousand and 7.7 thousand GPUs. I wonder if that is a modular build that you are looking at for Hood County.

Phillip Stanley: So given the first build-out at Hood County is actually retooling an existing building. We have a very large industrial building. We have actually 2 of them plus administrative office on that site. So those GPUs are being designed for that first building. It has about a 25 thousand-square-foot print footprint, you know, 40-foot clearance, I think the concrete slab is, you know, 4+ feet thick there. So we are gonna white box that. For the additional developments on that property we will look at both modular and or tier 3.

Kevin Dede: Okay. And what I think I am still a little unsure on your GPU count. You know, they are-- somehow, I just messed up the numbers because I thought I may have heard 63 hundred and I think it is 7.7 thousand+ in the press release.

Phillip Stanley: Yeah. There have been a couple of different numbers out there. I think there is a Phase 1 and then, a second Phase 2 gap. So there is a. there is somewhere between 6.3 thousand to 6.4 thousand in the initial, and then there is an additional set that takes it up by let's say, approximately another 1 thousand or so GPUs. And that is all in that initial build out.

Kevin Dede: And you guys have orders in and assurances that you will get them?

Phillip Stanley: Our partner on the project, the letter of intent that we signed with TensorIQ, they have a direct working relationship with Dell. And they have been lining up these GPUs, the racks, since middle summer. So I would say we are we are well ahead of schedule. On those allocations.

Kevin Dede: And could you just walk me through the business model you expect Tensor IQ to implement? I got the sense that you were looking for a longer term 5 Oh, I am sorry. The deal is what? 25 years full fully executed with 2 extensions. And I guess I am just want to understand if that is just the 17 megawatts or that step up to 74 what is included in that from a power perspective in that LOI?

Phillip Stanley: Yes. that is a great question. The initial LOI that we have signed is for just the first 17 megawatts. it is a 15 year contract. And it has 5 year extensions. that is how you get to the 25. Tensor would like to develop with us all of the megawatts that we bring on to that site. Our position is we are gonna focus on this first 17. You know, see how the economics and timelines all work out. And then as additional megawatts get brought on, if the working economic relationship is strong, we will continue down that path.

If there is another reason to bring in another operator, for a phase 2 or phase 3 deal, then we will assess that at the time. But right now, you know, Tensor has been wonderful to work with. They really have a great team.

Kevin Dede: Okay. 2 more questions, then I will let you go. First 1 is the just sort of the constraints and opportunity that you have to absorb 36 AI assets I would just like to understand what has to happen in order for that. For you to be able to execute that strategy on a tactical basis?

Phillip Stanley: Phillip or Cody, I do not want to hog you back here. Would you guys like to comment on it?

Operator: No, go ahead.

Joshua Kilgore: I think, really, the answer to that question is, all this is contingent upon fairness opinions We have our independent board, that outnumbers Cody, Phillip, and myself. We do have a large number and amount of private assets and megawatts that we do think could be valuable in the future. Some of those megawatts are, more approachable early in this process than others. I would also characterize, you know, the board has you know, engaged outside legal counsel. And anything that we want to do as far as bringing privately held assets has to go through a process and then from a legal standpoint.

And then additionally to that, a special transaction committee that would be set up to underwrite the economics of that deal. I am not entirely sure if that answered all of your question, but if there is a point a or point b to that you would like me to go deeper on, I am happy to do that.

Kevin Dede: It helps a lot because it is kind of just a black box from where I was sitting. So, yeah, I appreciate that. On the letter of intent that you have signed, I know you touched on some of the points that you need to cross in order to get it fully signed and executed. With hope for delivery in the second quarter next year. I was wondering if there is, as part of that agreement, if there is some sort of separation clause and penalty, And I guess when to the best that you can estimate that might actually be signed, sealed, and delivered.

Joshua Kilgore: Well, I am not entirely sure from a legal perspective how deep we can get into the p's and q's of any breakup clause. it is contemplated through the document itself. But on a more broad basis, we fell very strongly. We met the engineering team out there on the site in person, walked every. Into the site, and brought in additional outside field engineers, to work with that team. And put together a really good working plan of how we were gonna go about the development phase. I can say the vibe was very strong, and the amount of total megawatts of that 17 that they are working towards is high.

And we think that we will have full deployment of that 17 megawatts I am hesitant to give you the exact percentage that they gave me on-site, but I can say that, it is favorable.

Kevin Dede: Okay. Alright. Well, I look forward to hearing more good news. Thank you very much, gentlemen. I really appreciate you entertaining all of my questions this evening.

Joshua Kilgore: Absolutely. Thank you, Kevin. Very good questions.

Operator: Again, if you would like to ask a question, Your next question comes from the line of Mike Crawford with B. Riley Securities. Your line is now open.

Analyst: Yes. I would like to ask a question and a comment. Since in the past 24 hours, there is been a lot of talk that any company with HPC compute capabilities with access to power have been considered to be undervalued because before, it was roughly about 1 megawatt to $1 million a megawatt prior to AI pivot. And CapEx, and it is been going up based on the fact that the moratoriums that have been threatened after the midterms make the access to capital even more valuable And I would like to ask you for a comment on that and also whether or not it is had an effect on the ability to do financing.

I know it is a short term it is only been 24 hours, but is it easier to find financing in better terms now that you can boast about 160 megawatts of available power. So I would like a comment if I if I may.

Joshua Kilgore: Yep. Mike, fair question there. I would say you know, everything's just happened here in the last handful of days. So very fluid. Environment we are working in. And I do not have relevant data that is come across the desk in the last 24 to 48 hours on better terms than we have seen in weeks prior. I think to your broader point, I think the fact that we do have a significant amount of live power that we can roll right into puts us in a very valuable situation. I do not think the market is quite recognized that yet. that is okay.

But in terms of financing, you know, if we are not having to wait on an amortization time line, it certainly makes it a lot easier on the deals we are working on right now.

Analyst: Absolutely. it is a great question.

Operator: That concludes our Q&A session. I will now turn the call back over to Mr. Joshua Kilgore for closing remarks.

Joshua Kilgore: I just want to thank you all for joining our call today. It really has been a tremendous run since we took over control of the company April 6 this year. I think it was a great quarter. Very proud of the team. For all the efforts in riding this ship and getting us pointed in the right direction. Really looking forward to what the next few quarters are going to bring. Looking forward to visiting with you all again. Have a great day.

Operator: Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.

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