BITMINE IMMERSION TECHNOLOGIES, INC.

Overview

Bitmine Immersion Technologies, Inc. is a U.S.-based digital asset technology company operating in the digital asset industry with a strategic focus on acquiring, holding and managing digital assets as well as providing critical blockchain infrastructure services. Beginning in July 2025, we expanded our business to focus primarily on Ethereum and its native cryptocurrency, ETH, transitioning from primarily Bitcoin mining and hosting activities toward long-term accumulation, staking and optimization of our digital asset holdings. Our primary objective is to manage digital assets as long-term strategic reserves and to provide critical blockchain infrastructure services in order to further improve shareholder value. Our results of operations are driven primarily by changes in the fair value of our ETH holdings, staking revenue from our own ETH and revenue from staking services provided to third parties through MAVAN, the U.S. dollar value of which fluctuates with ETH prices.

On March 24, 2026, we acquired all of the issued and outstanding shares of Pier Two Holdings Pty Ltd (“Pier Two”), a global blockchain infrastructure company, through MAVAN Holdings LLC (“MAVAN Holdings”), a consolidated subsidiary. In connection with our staking infrastructure strategy, we launched MAVAN, our proprietary institutional-grade Ethereum staking platform. The acquisition of Pier Two and the development of our MAVAN platform support our Ethereum treasury strategy and expand our ability to provide validator and staking infrastructure services. This evolution reflects our assessment of long-term growth potential of the Ethereum ecosystem as well as ETH as an asset, our capital allocation discipline, and the market demand for digital asset-adjacent services.

Our results are now driven primarily by:

•operating efficiency and working capital management in a lower-capex model;

•staking revenue and staking services revenue; and

•ETH market conditions, principally as they affect the value of the ETH held in, and the activities of, our treasury and the value of our staking revenue and staking services revenue.

In July 2025, we began strengthening our liquidity and expanded our access to capital through a public offering of common stock and related private placements, and by establishing a shelf registration statement and our ATM Program (as defined below) for at-the-market equity issuances.

Company Developments

Prior to July 2025, our business was primarily engaged in digital asset mining and related infrastructure services, including (i) proprietary and synthetic Bitcoin mining utilizing immersion-cooling technology; (ii) hosting and managed services for institutional customers; and (iii) consulting, equipment sales and leasing. In June 2025, we completed the uplisting of our common stock to the NYSE American from the OTCQX Best Market, concurrent with an underwritten public offering of our common stock. We deployed proceeds from our June 2025 public offering to initiate a Bitcoin ("BTC") treasury, purchasing approximately 154.167 BTC. Beginning in late June 2025, we broadened our digital asset treasury strategy to include ETH.

On July 8, 2025, we completed a private placement offering (PIPE) of our common stock for aggregate gross proceeds of approximately $250 million to initiate and advance our Ethereum treasury strategy ("ETH Treasury Strategy"). Over the course of the third calendar quarter of 2025, we experienced rapid growth driven by substantial ETH acquisitions funded in part by sales of our common stock. In order to strengthen our governance and management resources to support this growth, we expanded the Company's Board of Directors (the "Board") leadership by appointing Thomas J. Lee, a leader in financial investments and treasury strategies, as Executive Chairman. We also entered into strategic advisory arrangements to support our capital markets, ETH treasury, and industry engagement initiatives as we continued to grow.

Our at-the-market offering program (the “ATM Program”) was established following the PIPE offering and registered under our shelf registration statement. Our ATM Program permits aggregate sales of up to $24.5 billion of our common stock from time to time, subject to market conditions. During the fiscal year ended August 31, 2026, we sold 395,136,273 shares of common stock under the ATM Program for aggregate gross proceeds of $13,201 million and net proceeds of $12,941 million.

In addition to our ATM Program, in September 2025 we entered into a securities purchase agreement with an institutional investor related to the offer and sale of shares of our common stock and warrants to purchase additional shares of Common Stock at an exercise price of $87.50 per share in a registered direct offering ("RDO") transaction. The September 2025 RDO transaction was executed at a 14% premium to prevailing market prices of our common stock at the time, and yielded aggregate gross proceeds of approximately $365.2 million.

Throughout fiscal year 2026, we continued to build out our leadership team and corporate infrastructure to align with the increased scale of our operations. In December 2025, we declared and paid Bitmine's first annual cash dividend, in the amount of $0.01 per share on our common stock. Six months later, in June 2026, our common stock was added to the Russell 1000® index. We also relocated our corporate headquarters from Las Vegas, Nevada to Norwalk, Connecticut in February 2026, which now serves as our principal executive office.

On April 9, 2026, our common stock was uplisted further, from the NYSE American to the New York Stock Exchange, less than three quarters after our initial listing on the NYSE American exchange. Concurrent with the uplisting, we appointed Equiniti Trust Company, LLC to serve as the transfer agent for our common stock (replacing West Coast Stock Transfer, Inc.). On April 27, 2026, our Audit Committee approved the engagement of KPMG LLP as our new independent registered public accounting firm for the fiscal year ending August 31, 2026, replacing Bush & Associates CPA LLC.

Change in Fiscal Year End

On July 9, 2026, our Board approved a change in our fiscal year-end from August 31 to December 31. The change becomes effective following the completion of our current fiscal year ending August 31, 2026. Our next fiscal year will begin on January 1, 2027 and end on December 31, 2027. We expect to file a transition report on Form 10-KT for the transition period from September 1, 2026 through December 31, 2026, and a quarterly report on Form 10-QT for the three months ended November 30, 2026, in accordance with applicable SEC rules and regulations.

Share Repurchase Program

On July 25, 2025, our Board authorized a share repurchase program to repurchase up to $1.0 billion of shares of our common stock. On April 9, 2026, our Board increased the repurchase authorization to $4.0 billion. During the fiscal year ended August 31, 2026, we repurchased 20,819,071 shares of our common stock at an average price of $17 per share, with $3.6 billion in remaining authorized capacity under the existing repurchase authorization as of August 31, 2026. Repurchases may be made from time to time through open market purchases, privately negotiated transactions, block trades, or otherwise, in accordance with applicable securities laws and regulations. The timing, manner, price, and amount of any repurchases will be determined at our discretion and will depend on a variety of factors, including business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program does not obligate us to acquire any particular number of shares and may be suspended, modified, or discontinued at any time without prior notice.

9.50% Series A Preferred Stock

On June 4, 2026, we priced an underwritten public offering of 3,500,000 shares of our 9.50% Series A Preferred Stock (the “Redeemable Preferred Stock”) at a public offering price of $80.00 per share, generating net proceeds of approximately $271.48 million after deducting underwriting discounts and offering expenses. The Redeemable Preferred Stock has a stated amount and initial liquidation preference of $100 per share and carries cumulative dividends at an annual rate of 9.50%, payable weekly in arrears, subject to declaration by our Board. The Preferred Stock is listed on the NYSE under the symbol “BMNP.” We used the net proceeds for general corporate purposes, which may include the acquisition of additional ETH and other digital assets, the expansion of our staking and validator infrastructure through MAVAN, working capital, strategic investments, and repurchases of our common stock.

Our Strategy

Our business integrates (i) a digital asset treasury anchored in ETH with (ii) an operating platform providing blockchain infrastructure services including institutional staking and validator services through MAVAN. We seek to accumulate and hold ETH on a long-term basis within a disciplined treasury framework, and we may participate in staking or other infrastructure service activities where risk-adjusted returns, liquidity and regulatory considerations are acceptable. We prioritize robust custody, cybersecurity, and counterparty oversight, and we evaluate infrastructure business opportunities in the broad Ethereum ecosystem.

ETH Treasury Strategy

We seek to accumulate and hold ETH on a long-term basis, implementing controls over custody, counterparty exposure, and liquidity. Our strategy focuses on pursuing opportunities to increase the amount of ETH in the treasury, including through staking, restaking, liquid staking and other decentralized finance activities. We may deploy ETH into staking or other yield-generative protocols where risk-adjusted returns, liquidity and regulatory considerations are acceptable. We believe ETH’s role as a programmable settlement asset and its network-driven cash flows create a compelling long-term investment thesis.

Revenue Sources

We generate revenue from digital asset treasury management activities and digital asset infrastructure services, with native ETH staking as our principal revenue source. We deposit our own ETH to validator nodes on the Ethereum network and operate validator nodes through MAVAN, our proprietary institutional-grade Ethereum staking platform, and through third-party staking infrastructure providers acting at our direction. For the fiscal year ended August 31, 2026, staking and validation revenue represented approximately 97% of our total revenue. Our staked ETH generates recurring ETH-denominated rewards at a gross annual percentage rate of approximately 2.5% to 4.0%. During the fiscal year ended August 31, 2026, our staking and validation revenue was $121.4 million.

We also generate ETH option premium income from option strategies on our ETH holdings from time to time. The primary factors that impact our staking revenues include: (i) ETH market conditions, which affect the value of rewards earned; (ii) validator participation rates and protocol parameters, which influence staking yields; (iii) the security, custody, and compliance expenditures necessary to support institutional-grade treasury operations; and (iv) the performance and reliability of our validator infrastructure.

Strategic Investments

In addition to direct ETH holdings, we may selectively pursue strategic investments in operating companies, platforms, or ecosystems that we believe are aligned with Ethereum adoption, infrastructure, or adjacent services. These investments are evaluated within the context of our ETH Treasury Strategy and are intended to complement, rather than replace, direct exposure to ETH. During fiscal year 2026, we completed a strategic minority investment of approximately $180 million in Beast Industries Co., a privately held Delaware corporation. We also invested approximately $100 million in Eightco Holdings Inc. (NASDAQ: ORBS) through a private investment in public equity transaction in September 2025 and subsequent open-market purchases in March 2026, positioning us as the largest strategic investor in Eightco. In addition, in March 2026, we acquired 100% of the outstanding equity interest of Pier Two, a provider of institutional-grade blockchain infrastructure, for cash consideration consisting of $6.1 million, $10.5 million of our common stock, deferred consideration payable over 36 months with a present value of $12.0 million, and contingent earn-out consideration valued at $1.8 million payable in shares of our common stock. Capital deployed into strategic investments is subject to similar risk discipline, liquidity considerations, and governance oversight as our ETH treasury activities, and may introduce additional sources of earnings volatility unrelated to ETH price movements.

MAVAN — Made in America Validator Network

On March 25, 2026, we launched MAVAN (Made in America VAlidator Network), our proprietary institutional-grade Ethereum staking platform. MAVAN is designed to serve as an Ethereum staking destination for institutions, with a focus on security, performance, and resilience. The platform combines U.S.-based infrastructure for institutions requiring domestic validation with a flexible, globally distributed architecture to support clients worldwide. Originally developed to support our own Ethereum treasury, MAVAN has expanded to serve institutional investors, custodians, and ecosystem partners seeking best-in-class staking infrastructure. Following the Pier Two acquisition, Pier Two joined the MAVAN platform and began operating under the MAVAN brand. MAVAN supports staking across Ethereum and other supported digital asset networks through non-custodial staking infrastructure, validator operations, and staking-as-a-service.

In connection with our staking infrastructure strategy and the Pier Two acquisition, we formed MAVAN Holdings LLC (formerly Standard Validator LLC) to operate blockchain validation and staking activities. As of August 31, 2026, MAVAN Holdings LLC is majority-owned by us, with a 2% non-controlling equity interest held by Ethereum Tower LLC, which was granted in connection with the successful acquisition of Pier Two, as detailed in the Management Services Agreement, dated March 24, 2026 (the "March MSA"), between our subsidiary, BMNR Subsidiary One, LLC, and Ethereum Tower LLC.

Subsequently, BMNR Subsidiary One, LLC and Ethereum Tower LLC entered into a Mutual Termination Agreement to terminate the March MSA, effective as of the close of business on September 3, 2026. We did not incur any early termination penalties. In connection with the termination, MAVAN Holdings entered into a consulting services agreement with American Validator LLC, an affiliate of Ethereum Tower LLC, effective September 4, 2026, under which American Validator LLC provides us with consulting advisory support relating to MAVAN's Ethereum staking business, in exchange for a simplified and reduced fee of 1.50% of staking rewards on Company-staked Ethereum.

Reduced BTC Activities

In connection with the launch and growth of our Ethereum treasury and ETH staking operations, we have reduced our legacy BTC-related business. While we maintain flexibility to mine or hold BTC when market economics and risk-reward profiles may be attractive, we have not set a specific target for the amount of BTC we seek to hold and will continue to monitor market conditions to determine whether to purchase more BTC. Our limited BTC mining activities remaining are conducted through third-party hosting arrangements.

Our Holdings

As of August 31, 2026, our combined digital asset, equity and cash holdings totaled $15,393.6 million, consisting of: (i) 5,901,837 ETH with a fair value of $14,558.9 million (approximately 4.9% of the then-circulating ETH supply), (ii) 211 BTC with a fair value of $16.6 million, (iii) other digital assets with a fair value of $1.6 million, (iv) a strategic equity investment in Beast Industries Co. valued at $186.0 million, (v) other equity investments measure at cost of $8.3 million, and (vi) an equity method investment in Eightco Holdings Inc. valued at $77.1 million, and (v) total cash and cash equivalents of $545.1 million. Based on publicly available information, we are the largest ETH treasury holder globally. Our aspiration is to eventually hold approximately 5% of the total ETH supply. Subject to market conditions, we intend to issue debt or equity securities or engage in other capital raising transactions to acquire additional ETH and other digital assets and to increase our ETH holdings through native staking, option strategies and other yield-generating activities.

ETH and the ETH Ecosystem

Ethereum is a decentralized, open-source blockchain network enabling programmable smart contracts and decentralized applications. ETH is the native digital asset of the Ethereum network and is used as the unit of account to pay for transaction fees (“gas”), validator rewards, and computation. Since its launch in 2015, Ethereum has become the leading programmable settlement layer for decentralized finance, tokenization, and digital assets infrastructure, and it is the second-largest blockchain by market capitalization. Following Ethereum’s transition to proof-of-stake consensus in September 2022, the network’s energy consumption declined materially and a validator-based system for securing the network and earning staking rewards was introduced. Through our MAVAN platform, we operate institutional-grade Ethereum validator infrastructure, providing staking services to institutional investors, custodians, and ecosystem participants.

We believe that the growth and maturation of the Ethereum ecosystem has direct implications for our business model, which integrates (i) an ETH-anchored corporate treasury focused on disciplined accumulation and risk-managed yield generation, (ii) staking-as-a-service offered to third parties through MAVAN, and (iii) a capital-light operating platform providing Ethereum-adjacent services. We view the following Ethereum ecosystem developments as particularly relevant to our long-term strategy:

Network scale and usage. Ethereum’s utility as a programmable settlement layer supports a broad and diversifying set of use cases, including decentralized exchanges, lending/borrowing protocols, payment rails, identity and credentialing systems, gaming, real-world asset tokenization, and enterprise blockchain initiatives. We believe continued growth in on-chain activity, measured by transactions, users, total value locked, active addresses, and L2 throughput, contributes to Ethereum’s network effects and long-term demand for ETH as a utility asset. In our view, higher ETH usage over the long term may correlate with increased demand for ETH balances to pay for gas, provide liquidity, and post collateral.

Proof-of-stake economics and validator infrastructure. Under proof-of-stake, ETH can be staked to help secure the network and earn protocol rewards, subject to slashing and other performance risks. As staking participation, validator efficiency, and protocol parameters evolve, we expect market yields to adjust. We believe disciplined, security-first staking and custody practices are a core competency for an institutional ETH treasury. We may also selectively participate in risk-adjusted yield opportunities that are consistent with our liquidity, compliance, and counterparty frameworks.

Scaling via rollups and Layer 2 networks. The Ethereum roadmap contemplates scaling through rollups and Layer 2 (“L2”) solutions that bundle transactions and settle them on Ethereum. Increased throughput at lower per-transaction costs may broaden addressable use cases and drive user adoption. We expect L2 growth to expand the universe of Ethereum-adjacent services—such as tooling, analytics, governance advisory, and treasuries—that are relevant to our advisory and services offerings.

Tokenization and institutional adoption. Financial institutions and enterprises continue to explore or pilot tokenization of traditional instruments (such as funds, treasuries, credit, and private assets) and on-chain settlement workflows. We believe tokenization and related market-structure innovations could increase institutional engagement with ETH, deepen liquidity, and broaden opportunities for regulated custody, treasury operations, and compliance-aligned yield solutions.

Security, client protection, and compliance infrastructure. Institutional adoption requires robust custody, cybersecurity, and compliance controls. Our treasury operations prioritize multi-layer key management, segregation of duties, and independent oversight of custodians and counterparties. We believe investments in cybersecurity and governance are essential to supporting our ETH strategy and services.

Alignment with our ETH Treasury Strategy. We seek to grow total ETH holdings over time and to manage our treasury to balance security, liquidity, and risk-adjusted returns. We may stake ETH to earn rewards and, as appropriate, evaluate participation in related mechanisms (including liquid staking, restaking, or validator strategies) where we determine the risk-return and liquidity align with our policies and applicable law. We expect our ETH focus to influence capital allocation, risk management, product development, and service offerings across our business (the “ETH Treasury Strategy”).

We believe our public-company governance, treasury discipline, and operating experience in digital asset infrastructure position us to benefit from long-term Ethereum ecosystem growth. However, ETH prices, staking economics, protocol changes, regulatory developments, market structure conditions, and security risks are volatile and uncertain and could materially affect our strategy and results of operations.

Competition

We compete with:

•public and private companies holding ETH as treasury assets;

•digital asset miners and market-making firms; and

•asset managers offering digital asset-exposure products and yield services.

Competition is based on access to capital, technology, execution, security, regulatory posture, and reputation. While some competitors may possess greater resources, we believe our balance sheet strength, public-company structure, significant digital asset holdings and liquidity, treasury focus, and technical expertise provide differentiation.

We also face competition from other public and private companies pursuing digital asset treasury strategies, including ETH-focused treasuries, as well as from spot and staking exchange-traded products. The emergence of regulated investment vehicles providing exposure to ETH could reduce demand for our securities. In the institutional staking services market, we compete with established staking infrastructure providers, including Coinbase Cloud, Figment, Kiln, and others, many of which have greater operational scale, longer track records, and broader institutional client bases.

Market Cyclicality

Our results are influenced by digital asset price volatility and transaction activity, all of which fluctuate materially with macroeconomic and regulatory developments. Historically, our business has not exhibited predictable seasonal trends.

Regulatory Considerations

Ethereum and other cryptocurrency and blockchain technologies are subject to extensive and evolving regulatory requirements across multiple jurisdictions. We monitor guidance and enforcement activity by the Securities and Exchange Commission (“SEC”), Commodity Futures Trading Commission (“CFTC”), Financial Crimes Enforcement Network (“FinCEN”), Internal Revenue Service (“IRS”), Office of Foreign Assets Control (“OFAC”), and other domestic and foreign authorities. The regulatory treatment of digital assets, staking activities, validator operations, and staking-as-a-service activities remains uncertain and continues to evolve. Regulators have not provided definitive guidance on whether staking activities or staking rewards constitute securities transactions, commodity transactions, or money services business activities. Future changes could impose new licensing, registration, disclosure, capital, custody, segregation, or other requirements that could materially affect our operations, financial condition, or ability to offer staking services through MAVAN. In addition, as our operations expand internationally through MAVAN and the Pier Two acquisition, we are subject to the regulatory requirements of foreign jurisdictions, including Australia, which may impose additional compliance obligations. We are also subject to anti-money laundering, sanctions, and counter-terrorist financing requirements, and our use of blockchain technology may expose us to compliance risks in connection with these obligations.

Human Capital Resources

As of August 31, 2026, we employed 26 individuals and engaged 4 dedicated contractors including MAVAN. We strive to attract and retain professionals with expertise in digital assets, engineering, compliance, and finance. We emphasize integrity, transparency, and risk discipline, support equal-opportunity employment, and maintain a safe and inclusive workplace. No employees are represented by a labor union, and we have experienced no work stoppages. We believe our employee relations are good.

Following our acquisition of Pier Two in March 2026, our headcount increased to include specialized blockchain infrastructure, validator operations, business development, and staking technology personnel based in Australia and the United States. We expect to continue to invest in human capital to support our growing staking infrastructure, treasury management, cybersecurity, compliance, and advisory capabilities.

Available Information

Our website is www.bitminetech.io. We make available free of charge, through the Investor Relations section (www.bitminetech.io/investor-relations), our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after electronic filing with or furnishing to the SEC. The SEC maintains a public website at www.sec.gov containing such filings.

We also maintain a disclosure channel through our website and Investor Relations page to provide broad, non-exclusionary distribution of information, including updates regarding our digital asset holdings, operations, and management. Information contained on or accessible through our website, including videos or other online content, is provided solely for convenience and is not incorporated by reference into this Annual Report or any other SEC filing, unless expressly stated otherwise.