BITMINE IMMERSION TECHNOLOGIES, INC.
For the period ended Aug 31, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Nov 10, 2026
BMNR$18.08-2.8%Stored close · as of Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-08-31; filed 2025-11-21.
0001493152-25-024679
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-08-31; filed 2026-11-10.
0001628280-26-072846
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 166 current paragraphs.
46 unchanged; 18 reworded; 101 added; 27 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 21 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (101)
Current report
•many digital assets and networks have limited operating histories, have not been validated in production, and are still in the process of developing and making significant decisions that will affect the design, supply, issuance, functionality, and governance of their respective digital assets and underlying blockchain networks, any of which could adversely affect their respective digital assets;
Current report
•many blockchain networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, or adversely affect the respective blockchain networks;
Current report
•several large networks, including Ethereum and Bitcoin, are developing new features to address fundamental speed, scalability, and energy usage issues. If these issues are not successfully addressed, or if these networks do not achieve widespread adoption, it could adversely affect the underlying digital assets;
Current report
•security issues, bugs, and software errors have been identified with many digital assets and their underlying blockchain networks, some of which have been exploited by malicious actors. There are also inherent security weaknesses in some digital assets, such as when creators of certain blockchain networks use procedures that could allow hackers to counterfeit tokens. Any weaknesses identified with a digital asset could adversely affect its price, security, liquidity, and adoption rate. If one or more malicious actors obtain a majority of the compute or staking power on a digital asset network, as has happened in the past, it may be able to engage in illicit activity, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value;
Current report
•advances in quantum computing could render the cryptography securing Ethereum, Bitcoin and other blockchain networks vulnerable to attack. If these networks do not timely adopt post-quantum cryptographic standards, malicious actors could derive private keys, steal digital assets or compromise validator operations, and even the perception of such a threat could adversely affect the price, liquidity and adoption of digital assets, including the ETH we hold and stake;
Current report
•blockchain networks may have consolidated points of failure (such as concentrated ownership or an “admin key”), allowing a small group of holders to have significant unilateral control and influence over key decisions related to their blockchain networks, such as governance decisions and protocol changes, as well as the market price of such digital assets;
Current report
•if rewards and transaction fees for miners or validators on any particular digital asset network are not sufficiently high to attract and retain miners or validators, a blockchain network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack;
Current report
•the governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular digital asset network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow; and
Current report
•many blockchain networks are in the early stages of developing partnerships and collaborations, any or all of which may not succeed and adversely affect the usability and adoption of the respective digital assets.
Current report
Our shift towards an ETH-focused strategy requires substantial changes in our day-to-day operations and exposes us to new operational risks.
Current report
Our shift towards an ETH-focused strategy, including staking, restaking, liquid staking, and other decentralized finance activities, exposes us to new operational risks.
Current report
Staking ETH involves holding a certain amount of ETH in a smart contract and running software known as a “validator node.” Validators are randomly selected to propose blocks of transactions to be added to the Ethereum blockchain. Validators earn newly issued ETH as consensus-layer rewards for performing duties such as attesting to and successfully proposing blocks. A validator that successfully proposes a block may also receive execution-layer rewards from transaction priority fees. The Ethereum network also imposes penalties on validators that experience downtime or propose incorrect blocks; these penalties, known as “slashing,” reduce the ETH staked to the validator node. Errors in key management, inadequate slashing protection, or failure to maintain required uptime could reduce rewards or result in the loss of staked ETH.
Current report
We may choose to operate our own validator services or delegate our ETH to third-party validation service providers. If we use a third-party validation service, we would share staking rewards with that provider, although it may have more sophisticated technology that could generate greater rewards. In either case, staking increases the risk of loss of ETH, including through slashing penalties, hacking of staking smart contracts, validator failures, and operational or cybersecurity incidents.
Current report
The ETH ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant adjustments to our operational setup, including software, hardware, key-management and compliance procedures. These changes may require unanticipated costs and cause temporary service disruptions. Technical failures or operational errors could affect our ability to obtain ETH rewards or gas fees and cause us to fail to meet our financial projections.
Current report
Staked ETH is subject to lock-up and unbonding periods during which it cannot be withdrawn or sold. We may seek to mitigate this risk through liquid staking arrangements, but liquid staking tokens may not track ETH and could diverge in value, particularly if validators are slashed or the relevant smart contract is compromised. Any of these operational risks could materially and adversely affect our ability to execute our ETH strategy, prevent us from realizing positive returns, and severely harm our financial condition.
Current report
•Share Repurchase Program Risk: We have authorized up to $4.0 billion in share repurchases. Repurchases reduce our cash reserves and may limit our ability to fund operations, service preferred stock dividends, or respond to market opportunities.
Current report
•Potential Premium Collapse: Our digital asset treasury relies on equity premiums to raise capital accretively. If share prices fall below NAV, treasury accumulation on our balance sheet may slow down or halt. Decreasing premiums paid for our shares may signal a lack of investor enthusiasm for our ETH Treasury Strategy.
Current report
•Liquidity and Macro Sensitivity: Digital asset treasury company equities are typically high-beta assets. For example, a 20% ETH correction can result in 50% equity drawdowns due to leverage and collapsing premiums.
Current report
•Dilution Concerns: Repeated capital raises through ATMs, PIPEs, and RDOs may desensitize investors. Without yield growth or NAV accretion, new issuances risk being seen as opportunistic liquidity events rather than long-term expansion. During the fiscal year ended August 31, 2026, we raised approximately $13.6 billion, gross, through ATM sales and other equity offerings, resulting in significant dilution to existing stockholders.
Current report
Our staking and validator operations conducted through MAVAN are subject to significant risks, including slashing, lock-up periods, smart contract vulnerabilities, liquidity constraints, counterparty exposure, and operational failures, any of which could result in a partial or total loss of staked ETH or a material reduction in staking revenue.
Current report
Through our MAVAN platform, we operate validator nodes and provide staking infrastructure services. The performance, security, and reliability of MAVAN are critical to our staking operations and revenue. A failure or disruption at MAVAN, including a software or hardware failure, loss of connectivity, cybersecurity incident, power outage, validator downtime, or failure to implement protocol upgrades, could result in loss of staked assets, slashing penalties, reduced rewards, and loss of institutional staking clients.
Current report
Liquid staking or restaking mechanisms may involve additional smart contract risk, rehypothecation or correlated exposures, and market-liquidity considerations for derivative tokens. Smart contract vulnerabilities, validator failures, or adverse changes to the Ethereum protocol could reduce or eliminate staking rewards or result in a partial or total loss of staked ETH.
Current report
The Ethereum protocol may be modified in ways that reduce or eliminate staking rewards, and regulatory developments in the United States and abroad may affect our ability to stake ETH or the economic terms on which staking is conducted. Any such changes could materially reduce our staking revenues and the value of our ETH holdings. There can be no assurance that staking yields will remain at levels sufficient to support our current business model or dividend policy, and investors should not place undue reliance on historical staking yields as indicative of future performance.
Current report
The Ethereum network is subject to ongoing development, including protocol upgrades, scaling solutions, rollups, Layer 2 networks and bridges, any of which could result in disruptions, forks, security incidents or unanticipated changes to staking economics. If the Ethereum network is disrupted or encounters any unanticipated difficulties, processing of transactions may be disrupted, which could prevent us from depositing or withdrawing ETH or otherwise effecting ETH transactions. Adverse developments—including protocol upgrades with unintended consequences, forks or chain instability, validator concentration, consensus failures, smart contract vulnerabilities, Layer 2 settlement failures, bridge exploits, or regulatory restrictions—could reduce the value or liquidity of ETH and impair our treasury strategy.
Current report
Although we do not currently intend to mine ETH, digital asset validating operations can consume significant amounts of electricity, which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting, the use of electricity for validating operations. Additionally, validators may be forced to cease operations during an electricity shortage or power outage.
Current report
Advances in quantum computing or artificial intelligence could compromise the cryptography securing the Ethereum network, our ETH holdings and our validator operations, which could materially adversely affect our business, financial condition, results of operations and the market price of our securities.
Current report
The Ethereum network relies on cryptographic algorithms to secure transactions, protect digital assets and validate network activity. Advances in quantum computing or artificial intelligence (AI) could eventually make certain of these algorithms vulnerable to attack. The future point at which this is projected to occur is sometimes called "Q-Day." No quantum computer is currently known to be able to compromise Ethereum's cryptographic systems, but such capabilities could emerge sooner than anticipated and with little warning. Advances in artificial intelligence could speed up progress in quantum computing and the development of methods to exploit cryptographic weaknesses. AI could also be combined with quantum capabilities to identify vulnerable targets, automate attacks and exploit vulnerabilities faster than the Ethereum ecosystem, our custodians or our service providers can respond. AI could also lead to new methods of breaking Ethereum's cryptography using conventional computers, without the need for a quantum computer. Such methods could emerge before Q-Day and with little or no warning.
Current report
Ethereum currently relies on elliptic-curve cryptography to authenticate transactions and secure validator signatures. Sufficiently advanced quantum computers could potentially derive private keys from exposed public keys, allowing unauthorized parties to misappropriate ETH. Such losses would likely be irreversible. The custodial and multisignature arrangements used to protect an owner’s ability to access its ETH generally rely on the same types of cryptography. Diversifying across custodians therefore may not mitigate this risk, and insurance providers may not cover all or any losses resulting from such an event. Quantum-related vulnerabilities could also disrupt transaction processing, impair network security, interrupt our staking operations or prevent us from accessing or withdrawing staked ETH. Our signing infrastructure is designed not to be directly accessible from the internet, and the compromise of one validator key would not by itself expose our other keys. However, if multiple validator keys were compromised, or our signing infrastructure were breached, we could suffer slashing or losses across many validators at once.. A compromise affecting validators we operate for third parties could also lead to customer claims and reputational harm.
Current report
The Ethereum Foundation and the broader Ethereum community are developing new cryptographic protections to help prevent attackers using quantum computers from forging transaction approvals or posing as legitimate validators. Supporting technologies are targeted for production readiness in 2027, with continuing upgrades anticipated thereafter. Through MAVAN, we are contributing to these efforts through the development of Lantern and participating in post-quantum interoperability testing. However, there can be no assurance that effective protections will be adopted in time. Implementing them could require significant protocol changes, coordination among a decentralized community of participants, and migration of wallets and validator keys. Any of these steps could introduce new vulnerabilities, disruptions or forks. Even if such technologies are adopted, we and our custodians and service providers may not implement the necessary changes in a timely or effective manner, and doing so could involve significant costs.
Current report
Actual or perceived quantum-related vulnerabilities, whether or not exploited, could undermine confidence in Ethereum and cause substantial declines in the value of ETH. Because we measure our digital assets at fair value, any such decline would adversely impact our results of operations. As a substantial majority of our revenue comes from Ethereum staking, any disruption to staking could also materially reduce our staking revenue and liquidity, which could have a material adverse effect on our results of operations and ability to raise capital, and materially adversely affect the market price of our securities.
Current report
In connection with our focus on ETH, we expect to interact with various smart contracts deployed on the ETH network, which may expose us to risks and technical vulnerabilities.
Current report
Smart contracts and decentralized applications may contain bugs, security vulnerabilities, poorly designed permission structures, or administrative keys that could be misused or compromised, potentially allowing a bad actor to issue assets, alter contract logic, or otherwise compromise the smart contract or decentralized application. Like all software code, smart contracts are exposed to coding flaws and security vulnerabilities that can lead to the loss of assets held on or transacted through the contract or decentralized application.
Current report
DeFi protocols may be governed by token holders or other participants whose incentives may not align with ours. Governance attacks, manipulation of voting or pricing mechanisms, oracle failures, and flash-loan attacks could be used to exploit a protocol or cause losses, including by temporarily manipulating asset prices or collateral values. Exploits stemming from admin key misuse, admin key compromise, or protocol flaws have occurred in the past and may occur in the future.
Current report
Any vulnerability in a smart contract we interact with could result in the loss or theft of ETH or other digital assets, an inability to access funds, or an interruption of our operations. Even if we are not directly exposed to a compromised protocol, contagion effects can depress market prices, reduce liquidity, and disrupt counterparties or service providers on which we rely. There is no assurance that the smart contracts we integrate with or rely upon will function as intended or remain secure, and exploitation could have a material adverse effect on our business and financial condition.
Current report
Our recent strategic transactions, including the acquisition of Pier Two and the launch of MAVAN, may not be successfully integrated or generate the anticipated benefits, and our projected staking revenue figures are based on assumptions that may prove incorrect.
Current report
On March 24, 2026, we acquired Pier Two Holdings Pty Ltd and launched MAVAN to support our ETH Treasury Strategy. Integrating MAVAN’s validator operations, personnel, technology, systems, controls, and processes may divert management time and resources and result in unexpected costs, delays, failures to retain key personnel, operational deficiencies, or failure to achieve the anticipated benefits of the transactions.
Current report
Our projected staking revenue figures are based on assumptions regarding the amount of ETH staked, staking yields, validator uptime, network rewards, fees, customer adoption, pricing, operating costs, and the timing and success of MAVAN’s development. These assumptions may prove incorrect, and actual staking revenue, margins, cash flow, and financial results may differ materially from our projections.
Current report
Our revenue is highly concentrated in ETH staking and validation operations conducted through MAVAN, and any disruption to those operations, decline in staking yields, decline in ETH prices, or adverse protocol change would have a disproportionate impact on our results of operations and financial condition.
Current report
For the fiscal year ended August 31, 2026, revenue from staking and validation represented approximately 97% of our total revenue. As a result, a material disruption to MAVAN or related validator operations, a decline in staking yields, validator downtime, loss of staking clients, or an adverse change to the Ethereum protocol could disproportionately reduce our revenue, liquidity, and results of operations. In addition, because our staking rewards are received in ETH, a decline in ETH prices would reduce the U.S. dollar value of our staking revenue, even if the amount of ETH we earn remains unchanged.
Showing the first 40 of 101 passages. Open the source sections for the rest.
Removed paragraphs (27)
Previous report
The principal risks that could materially and adversely affect us include, among others, the following, grouped by category for ease of reference:
Previous report
The summary above is qualified in its entirety by the more complete risk factors set forth below.
Previous report
Any ETH staking and related activities may expose us to slashing, lock-ups, liquidity, counterparty and operational risks.
Previous report
Ethereum scaling via rollups and Layer 2 solutions introduces additional dependencies and risks.
Previous report
Smart contract, bridge, oracle and protocol vulnerabilities could result in loss of digital assets or business interruption.
Previous report
Our ability to earn mining rewards may decline and our revenues could be materially reduced.
Previous report
The mining industry is competitive, and rapid deployments by competitors, access to lower-cost power, or availability of next-generation ASICs may increase hash rate and difficulty and outpace our growth or efficiency gains.
Previous report
Our failure to securely store and manage our fiat currencies and digital assets could adversely affect our business, operating results and financial condition.
Previous report
We hold cash and store digital assets for our treasury and hold fiat and digital assets for corporate investment and operating purposes. In addition, we store the majority of digital assets at third-party custodians for asset management products.
Previous report
Securely storing cash and digital assets is integral to the trust we build with our stockholders and our customers. We believe our policies, procedures, operational controls and controls over financial reporting protect us from material risks surrounding the storing of these assets and conflicts of interest. Our controls over financial reporting include, among others, controls over the segregation of corporate digital assets, controls over the investment and staking processes of our treasury, and controls over digital asset withdrawals. Our financial statements and disclosures, as a whole, will be available through periodic filings on a quarterly basis, and compliant with annual audit requirements of Article 3 of Regulation S-X.
Previous report
Any inability by us to maintain our procedures, perceived or otherwise, could harm our business, operating results and financial condition. Any material failure by us or our partners to maintain the necessary controls, policies, procedures or to manage the digital assets we hold for our own investment and operating purposes could also adversely affect our business, operating results and financial condition. Further, any material failure by us or our partners to maintain the necessary controls or to manage digital assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, litigation, regulatory enforcement actions, significant financial losses, and result in significant penalties and fines and additional restrictions, which could adversely affect our business, operating results and financial condition.
Previous report
Reliance on mining pools and other third-party service providers may expose us to counterparty failures, operational issues, and losses.
Previous report
Our rewards are typically earned via pooled mining. We rely on pool operators to honestly and accurately account for our pro rata share of rewards, maintain operational security, and remit proceeds. Pools may lack insurance for theft or loss, and rewards may be held for varying durations. Any failure, insolvency, cyber event, mispricing, or suspension by a pool operator could delay or reduce our receipts or result in losses. A change in pool fee structures or terms could adversely affect yields.
Previous report
The theft, loss or destruction of private keys required to access any digital assets held in custody for our own account or for our operational partners may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm, and other losses.
Previous report
We utilize custodians to mitigate the risks associated with the loss or theft of keys. Cold wallet private key materials are stored and secured at facilities within the United States and internationally. We store the substantial majority of our own digital asset holdings utilizing market-standard storage solutions.
Previous report
While we have for years maintained, and continue to maintain, a crime insurance policy, which has a one-year term without automatic renewals, in the event of a loss, our assets may be insufficient to cover amounts that exceed our insurance coverage and any custodian’s applicable insurance coverage. We may be exposed to such uninsured losses, and such exposure could adversely affect our business, operating results and financial condition.
Previous report
Auditor transitions and internal control remediation may result in delays, increased costs, or identification of material weaknesses.
Previous report
Auditor transitions increase the risk of delays, additional costs, and identification of control deficiencies. If we identify material weaknesses or significant deficiencies in internal control over financial reporting, we may incur substantial remediation costs, and our ability to report timely and accurately could be impacted.
Previous report
If our breakeven metrics or related assumptions are inaccurate, investors may misinterpret our operating performance and risk profile.
Previous report
Our breakeven metrics rely on multiple inputs, including energy costs, pool fees, uptime, difficulty, miner efficiency, depreciation and, where disclosed, estimates of financing costs. Assumptions may differ from actual results or from those used by peers, and estimates of financing costs may be imprecise given the nature of past capital raises.
Previous report
Cybersecurity incidents, including data breaches and ransomware, may compromise systems, disrupt operations, and cause financial loss.
Previous report
Attackers may target data centers, control systems, employee devices, or third-party providers. We may incur significant costs to investigate, remediate and enhance defenses, and we may face regulatory inquiries or litigation.
Previous report
Litigation, arbitration or governmental proceedings may be costly, time-consuming, and disruptive, and adverse outcomes could result in significant liabilities.
Previous report
Even claims we view as without merit can be expensive to defend.
Previous report
Our stock price may be highly volatile, and future sales or issuances of our securities could depress the trading price.
Previous report
The market price of digital asset-related equities has experienced extreme volatility, influenced by digital asset prices, regulatory developments, investor sentiment, and macroeconomic conditions. Substantial sales by existing stockholders, issuances under our shelf or equity compensation, or short selling could cause the trading price to decline.
Reworded paragraphs (18)
Previous wording
Ownership of our securities involves a high degree of risk. You should carefully consider the risks described below, together with all other information contained in or incorporated by reference into this Annual Report on Form 10-K, including our audited financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following discussion highlights material risks that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, prospects and the trading price of our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the risks actually occur, our business could be materially harmed and the market price of our common stock could decline, and you could lose all or part of your investment.
Current wording
Ownership of our securities involves a high degree of risk. You should carefully consider the risks described below, together with all other information contained in or incorporated by reference into this Annual Report on Form 10-K, including our audited financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following discussion highlights material risks that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, prospects and the trading price of our common stock and our preferred stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the risks actually occur, our business could be materially harmed and the market price of our common stock could decline, and you could lose all or part of your investment.
Previous wording
Our revenues, gross margins, liquidity and ability to service obligations depend significantly on prevailing ETH prices and, less so, BTC prices. Prolonged or sharp price declines, or heightened volatility, may impede ETH ecosystem growth or render BTC mining activities unprofitable, reduce the carrying value and liquidity of digital assets held, and decrease investor demand for our securities.
Current wording
Our revenues, gross margins, liquidity and ability to service obligations depend significantly on prevailing ETH prices and, less so, BTC prices. Substantially all of our staking revenue is received in ETH rather than U.S. dollars. As a result, the U.S. dollar value of our staking revenue fluctuates with ETH prices, separate from and in addition to the effect of ETH price changes on the value of our ETH treasury holdings, and a decline in ETH prices would reduce our reported revenue even if the amount of ETH we earn from staking remains unchanged. Prolonged or sharp price declines, or heightened volatility, may impede ETH ecosystem growth, reduce the carrying value and liquidity of digital assets held, and decrease investor demand for our securities, including our 9.50% Redeemable Preferred Stock. During the fiscal year ended August 31, 2026, we recognized unrealized losses on digital assets of approximately $6.2 billion, driven primarily by declines in the fair value of ETH. Because we account for digital assets at fair value under ASC 350-60, price declines are immediately reflected in our results of operations, which may result in significant reported net losses even when we have not sold the assets.
Previous wording
The Ethereum network is subject to rapidly evolving technology, competitive dynamics (including alternative Layer 1 and Layer 2 networks), and changing regulatory and market-structure frameworks. Adverse developments—including protocol upgrades with unintended consequences, forks or chain instability, validator concentration, consensus failures, smart contract vulnerabilities, L2 settlement failures, bridge exploits, or regulatory restrictions—could reduce the value or liquidity of ETH and impair our treasury strategy.
Current wording
The Ethereum network is subject to rapidly evolving technology, competitive dynamics (including alternative Layer 1 and Layer 2 networks), and changing regulatory and market-structure frameworks. Adverse developments—including protocol upgrades with unintended consequences, forks or chain instability, validator concentration, consensus failures, smart contract vulnerabilities, L2 settlement failures, bridge exploits, or regulatory restrictions—could reduce the value or liquidity of ETH and impair our treasury strategy. Our revenue is now substantially concentrated in ETH staking and validation activities conducted through our MAVAN platform. For the fiscal year ended August 31, 2026, staking and validation revenue represented approximately 97% of our total revenue. A material adverse development affecting the Ethereum network, staking economics, or our MAVAN infrastructure could disproportionately affect our revenue and results of operations.
Previous wording
Our ETH Treasury Strategy and any decision to hold digital assets may increase our exposure to market volatility and potential uninsured losses.
Current wording
Our ETH Treasury Strategy and any decision to hold other digital or alternative assets may increase our exposure to market volatility and potential uninsured losses.
Previous wording
Market conditions and operational needs may necessitate longer holding periods, increasing exposure to price swings. If we hold ETH or other digital assets under our treasury strategy, we would be exposed to additional volatility, regulatory, and market structure risks specific to those assets. We are currently exposed to potential uninsured losses to the extent digital asset balances exceed the custodian’s applicable insurance coverage.
Current wording
Market conditions and operational needs may necessitate longer holding periods, increasing exposure to price swings. In connection with our ETH Treasury Strategy, or other digital assets or alternative investments we own or may purchase in the future, we could be exposed to additional volatility, regulatory, and market structure risks specific to those assets. We are currently exposed to potential uninsured losses to the extent digital asset balances exceed the custodian’s applicable insurance coverage.
Previous wording
Staking requires operational reliability and adherence to protocol rules. Validators that act maliciously or suffer extended downtime can be “slashed,” resulting in a partial loss of staked principal. Staking may also involve unbonding or lock-up periods that reduce liquidity and flexibility, and, where conducted through third-party providers, introduces counterparty and operational risk. Liquid staking or restaking mechanisms may involve additional smart contract risk, rehypothecation or correlation risks, and market liquidity considerations for derivative tokens. Any failure in our validator operations or at a third-party staking provider could result in losses and reputational harm.
Current wording
Staking requires operational reliability and adherence to protocol rules. Validators that act maliciously or suffer extended downtime can be “slashed,” resulting in a partial loss of staked principal. Slashing may be triggered by validator misconduct as well as by operational errors, such as running duplicate validator keys, software bugs or misconfigurations, or failures in slashing-protection systems, whether at MAVAN or at a third-party staking provider. Because we operate a significant number of validators using common infrastructure, a single operational failure could cause correlated slashing across many of our validators, resulting in substantial losses of staked ETH. In addition, slashing of validators that MAVAN operates for third-party customers could result in claims, indemnity obligations, and loss of customers. Staking may also involve unbonding or lock-up periods that reduce liquidity and flexibility. We generate substantial revenue from native ETH staking, including through MAVAN, and any failure in our validator operations or at a third-party staking provider could result in losses, reputational harm, and reduced revenue.
Previous wording
Many L2 networks rely on fraud proofs, validity proofs, sequencing, bridging contracts and centralized or semi-centralized governance during early phases. Security or operational failures at an L2 or bridge could lead to loss of funds, delays in withdrawals, or market dislocations affecting assets bridged to or from Ethereum. Our operations could be adversely affected by such disruptions, particularly if we hold or accept assets that are bridged or rely on L2 settlement pathways.
Current wording
Many Layer 2 networks rely on fraud proofs, validity proofs, sequencing, bridging contracts and centralized or semi-centralized governance during early phases. Security or operational failures at a Layer 2 or bridge could lead to loss of funds, delays in withdrawals, or market dislocations affecting assets bridged to or from Ethereum. Our operations could be adversely affected by such disruptions, particularly if we hold or accept assets that are bridged or rely on Layer 2 settlement pathways.
Previous wording
Decentralized protocols and token standards underpin many Ethereum-based activities. Exploits or failures—whether in widely used standards, core protocol implementations, bridges, or oracles—can cause material losses or network instability. Even if we are not directly exposed to a compromised protocol, contagion effects can depress market prices, reduce liquidity, and disrupt counterparties or service providers on which we rely.
Current wording
In connection with our ETH strategy, including staking, restaking, and other decentralized finance activities, we expect to interact with various smart contracts deployed on the ETH network in order to optimize our strategy. Smart contracts are self-executing code that operate without human intervention once deployed. Decentralized protocols and token standards underpin many Ethereum-based activities. Exploits or failures, whether in widely used standards, core protocol implementations, bridges, or oracles, can cause material losses or network instability.
Previous wording
Our strategy is focused on ETH as our primary treasury asset. Sustained price declines in ETH or underperformance relative to other assets could reduce the carrying value of our digital assets, increase the frequency or magnitude of impairment charges under applicable accounting policies, and diminish our ability to raise capital or maintain compliance with exchange listing standards.
Current wording
Our strategy is focused on ETH as our primary treasury asset. Sustained price declines in ETH or underperformance relative to other assets could reduce our revenue, because our staking rewards are received in ETH, reduce the carrying value of our digital assets, increase the frequency or magnitude of impairment charges under applicable accounting policies, and diminish our ability to raise capital or maintain compliance with exchange listing standards.
Previous wording
Although we generally liquidate BTC within a short period to fund expenses, market conditions and operational needs may necessitate longer holding periods, increasing exposure to price swings. If we hold ETH or other digital assets under our treasury strategy, we would be exposed to additional volatility, regulatory, and market structure risks specific to those assets. We are currently exposed to potential uninsured losses to the extent digital asset balances exceed the custodian’s applicable insurance coverage.
Current wording
If we hold ETH or other digital assets under our treasury strategy, we would be exposed to additional volatility, regulatory, and market structure risks specific to those assets. We are currently exposed to potential uninsured losses to the extent digital asset balances exceed the custodian’s applicable insurance coverage.
Previous wording
Digital assets are generally controllable only by the possessor of the unique private key relating to the digital wallet in which the digital assets are held. While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be secured and kept private in order to prevent a third party from accessing the digital assets held in such a wallet. To the extent that any of the private keys relating to our wallets containing digital assets held for our own account or for our customers is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we will be unable to access the digital assets held in the related wallet. Further, we cannot provide assurance that our wallets will not be hacked or compromised. Digital assets and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious activities. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store our customers’ digital assets could adversely affect our customers’ ability to access or sell their digital assets, require us to reimburse our customers for their losses, and subject us to significant financial losses in addition to losing customer trust in us and our products. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by third parties could hurt our brand and reputation, result in significant losses, and adversely affect our business, operating results, and financial condition.
Current wording
Digital assets are generally controllable only by the possessor of the unique private key relating to the wallet in which they are held. If a private key is lost, destroyed, compromised, or otherwise unavailable and no backup is accessible, we will be unable to access the related digital assets. Digital assets and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, employee or service-provider misconduct or error, and other malicious activity. Any such loss or compromise could result in significant losses, customer claims, regulatory scrutiny, reputational harm, and adverse effects on our business, operating results, and financial condition.
Previous wording
Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, digital asset custody, exchange, and transfer, cross-border and domestic money and digital asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services, consumer protection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, generative artificial intelligence (“AI”) and related technologies. As a result, some applicable laws and regulations do not contemplate or address unique issues associated with blockchain and digital assets industry, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the blockchain and digital assets industry requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on or temporary or permanent suspensions of our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.
Current wording
Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, trust companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, digital asset custody, exchange, and transfer, cross-border and domestic money and digital asset transmission, commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services, consumer protection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, generative artificial intelligence (“AI”) and related technologies. As a result, some applicable laws and regulations do not contemplate or address unique issues associated with blockchain and digital assets industry, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the blockchain and digital assets industry requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on or temporary or permanent suspensions of our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition. In particular, the regulatory treatment of ETH staking, validator operations, and staking-as-a-service activities remains uncertain. The SEC, CFTC, and state regulators have not provided definitive guidance on whether staking activities constitute securities, commodities, or other regulated activities. Adverse regulatory determinations or enforcement actions could require us to register, restructure, or discontinue our staking operations, which would materially affect our business and results.
Previous wording
Our growth plans and our ability to respond to market opportunities depend on access to equity or debt financing and cash flows from operations. Market conditions for digital asset-related issuers may limit capital availability or increase dilution and financing costs. Future securities offerings, including under our shelf registration statement and prospectus supplements, may significantly dilute existing stockholders and depress our stock price.
Current wording
Our growth plans and our ability to respond to market opportunities depend on access to equity or debt financing and cash flows from operations. Market conditions for digital asset-related issuers may limit capital availability or increase dilution and financing costs. Future securities offerings, including under our shelf registration statement and prospectus supplements, may significantly dilute existing stockholders and depress our stock price. During the fiscal year ended August 31, 2026, we raised substantial capital through our ATM Program, underwritten offerings, and private placements, significantly increasing our outstanding share count. As of August, 31, 2026, we had 613,267,022 shares of common stock outstanding, compared to 232,412,324 shares as of August 31, 2025.
Previous wording
Our listing on NYSE American subjects us to continued quantitative and qualitative listing requirements. Failure to maintain minimum price, market capitalization, public float, shareholder equity, governance, or filing standards could result in warnings, additional costs, or delisting, reducing liquidity and potentially triggering defaults or investor redemptions.
Current wording
Our listing on the New York Stock Exchange subjects us to continued quantitative and qualitative listing requirements. Failure to maintain minimum price, market capitalization, public float, shareholder equity, governance, or filing standards could result in warnings, additional costs, or delisting, reducing liquidity and potentially triggering defaults or investor redemptions.
Previous wording
We make critical accounting estimates regarding impairment, fair value measurements, estimated useful lives of miners and infrastructure, revenue recognition (including principal-versus-agent considerations in pools), and the classification and presentation of digital assets. Changes in market inputs, evolving practice, or future GAAP guidance could materially affect our reported results.
Current wording
We make critical accounting estimates regarding impairment, fair value measurements, estimated useful lives of miners and infrastructure, revenue recognition (including principal-versus-agent considerations in pools), and the classification and presentation of digital assets. Changes in market inputs, evolving practice, or future GAAP guidance could materially affect our reported results. We adopted ASC 350-60 for digital assets effective in fiscal year 2025, which requires fair value measurement with changes recognized in net income. This accounting treatment has resulted in significant volatility in our reported results of operations, including a net loss of approximately $6.3 billion for the fiscal year ended August 31, 2026, substantially all of which was attributable to unrealized fair value changes in our ETH and BTC holdings.
Previous wording
Dependence on a limited number of counterparties and strategic partners may concentrate risk and exacerbate disruptions.
Current wording
Dependence on counterparties and strategic partners may concentrate risk and exacerbate disruptions.
Previous wording
Loss of key personnel or inability to recruit and retain qualified employees may adversely affect our operations and growth.
Current wording
Loss of key personnel or inability to recruit and retain qualified employees, including key technical personnel acquired in the Pier Two acquisition, may adversely affect our operations and growth.
Previous wording
Competition for experienced blockchain and digital asset professionals is intense.
Current wording
Our success depends on the continued services of our senior management team, including our Chief Executive Officer, Chief Financial Officer, and other key executives, as well as the specialized technical, operational, and compliance personnel necessary to operate our digital asset treasury, staking infrastructure, and validator operations. Competition for experienced blockchain, digital asset, cybersecurity, and financial technology professionals is intense, and we may be unable to attract, retain, or replace qualified employees on acceptable terms. Much of MAVAN’s technical expertise was obtained through the Pier Two acquisition, and there can be no assurance that we will be able to retain key technical and operational personnel acquired in that transaction, particularly given the competitive market for blockchain infrastructure talent.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Ethereum network is subject to rapidly evolving technology, competitive dynamics, and changing regulatory and market-structure frameworks.