SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rotonda Gerard

(Last)

(First)

(Middle)

845 UNITED NATIONS PLAZA, #38C

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Digi Power X Inc. [ DGXX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinate Voting Shares	02/09/2026		M		3,333	A	⁽¹⁾	16,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$5.52⁽²⁾							09/25/2021	03/25/2026	Subordinate Voting Shares	⁽³⁾		8,333⁽⁴⁾	D
Employee stock option (right to buy)	$5.52⁽²⁾							11/17/2021	05/17/2026	Subordinate Voting Shares	⁽³⁾		8,333⁽⁴⁾	D
Employee stock option (right to buy)	$3.62⁽⁵⁾							11/19/2025	11/19/2030	Subordinate Voting Shares	⁽³⁾		15,000⁽⁴⁾	D
Employee stock option (right to buy)	$2.6							01/30/2025	01/30/2030	Subordinate Voting Shares	⁽³⁾		100,000⁽⁴⁾	D
Employee stock option (right to buy)	$6							01/30/2025	01/30/2030	Subordinate Voting Shares	⁽³⁾		100,000⁽⁴⁾	D
Restricted Stock Units	$0	02/09/2026		M			3,333	⁽⁶⁾	⁽⁶⁾	Subordinate Voting Shares	3,333	$0	3,334⁽⁷⁾	D
Restricted Stock Units	$0							⁽⁸⁾	⁽⁸⁾	Subordinate Voting Shares	⁽²⁾		20,000⁽⁷⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one subordinate voting share ("SV Share") of the Company as of the vesting date. Accordingly, these restricted stock units were settled in SV Shares.

2. Represents an exercise price of $7.47 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.3544 reported by the Bank of Canada on February 10, 2026.

3. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

4. The options are fully vested.

5. Represents an exercise price of $4.90 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.3544 reported by the Bank of Canada on February 10, 2026.

6. The remaining restricted stock units are scheduled to vest on February 9, 2027.

7. Represents restricted share units issued pursuant to Digi Power X Inc.'s Restricted Share Unit Plan.

8. The restricted stock units are scheduled to vest in two equal annual installments beginning on December 1, 2026.

	/s/ Gerard Rotonda	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Director Rotonda Gerard converted options into 3,333 units of Subordinate Voting Shares, increasing direct ownership by 25% to 16,666 units (SEC Form 4)