Bitmine Immersion Technologies Announces Proposed Series A Perpetual Preferred Stock Offering

Rhea-AI Summary

Bitmine Immersion Technologies (NYSE:BMNR) plans a public offering of 3,000,000 shares of 9.50% Series A Perpetual Preferred Stock, stated amount $100 per share. Net proceeds are expected to fund ETH and digital asset acquisitions, staking and validator expansion, working capital, strategic investments, and potential common stock buybacks.

The Series A pays 9.50% cumulative cash dividends, generally weekly, with unpaid amounts compounding at increasing rates up to 15% per annum. Bitmine may redeem shares at 110%, 105%, or 100% of stated amount depending on timing, plus accrued dividends. Liquidation preference adjusts daily, but not below $100 per share. Bitmine has applied to list the preferred shares on the NYSE under symbol BMNP, and expects trading to begin within 30 days after initial issuance, subject to approval.

AI-generated analysis. Not financial advice.

Positive

• Planned issuance of 3,000,000 preferred shares to raise new capital
• Fixed 9.50% cumulative dividend rate on $100 stated amount per share
• Redemption premiums of 10% and 5% in first three years
• Liquidation preference can adjust above $100 based on trading prices
• Potential NYSE listing of Series A under symbol BMNP

Negative

• Ongoing 9.50% annual dividend creates fixed cash outflow obligations
• Unpaid dividends can compound up to a 15% annual dividend rate
• Preferred stock ranks ahead of common stock for dividends and liquidation
• Offering remains subject to market and other conditions, creating execution uncertainty

Key Figures

Preferred shares offered: 3,000,000 shares Dividend rate: 9.50% per annum Stated amount: $100 per share +5 more

8 metrics

Preferred shares offered 3,000,000 shares Series A Perpetual Preferred Stock public offering

Dividend rate 9.50% per annum Cumulative dividends on $100 stated amount

Stated amount $100 per share Series A Preferred stated amount and initial liquidation preference

Initial call premium 110% of stated amount Redemption price within first 18 months

Mid-term call premium 105% of stated amount Redemption price from 18 months to 3 years

Maximum dividend rate 15% per annum Cap including compounded dividends on unpaid amounts

Additional dividend cap 260 basis points per annum Maximum aggregate additional dividend rate increase

Listing window Within 30 days Expected start of trading for BMNP on NYSE after first issuance

Market Reality Check

Price: $17.77 Vol: Volume 34,180,486 is near...

normal vol

$17.77 Last Close

Volume Volume 34,180,486 is near its 20-day average of 35,360,623 (relative volume 0.97x). normal

Technical Price 16.905 is trading below the 200-day moving average of 32.53 and far below the 161.00 52-week high.

Peers on Argus

BMNR fell 5.95% as the preferred stock offering was announced. Closest crypto/ma...

1 Down

BMNR fell 5.95% as the preferred stock offering was announced. Closest crypto/market peers were mixed: IREN declined 4.85%, MARA slipped 0.29%, while VIRT and PJT were modestly positive or flat. Scanner data only flagged IREN on the downside, supporting a stock-specific reaction for BMNR rather than a broad sector move.

Previous Crypto,offering Reports

3 past events · Latest: Sep 22 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Sep 22	Registered direct offering	Negative	-10.1%	Large premium-priced equity and warrant financing to fund ETH accumulation.
Jun 06	Offering closing & uplist	Negative	-8.7%	Closing of $18M public offering and NYSE American uplisting for bitcoin purchases.
Jun 04	Public equity offering	Negative	-3.1%	Announcement of $18M common stock offering and uplisting to NYSE American.

Pattern Detected

Prior crypto-related equity offerings for BMNR with the same tag showed consistently negative next-day moves, averaging about -7.3%, indicating the market has historically treated such financings as a short-term negative.

Recent Company History

Recent same-tag events for Bitmine Immersion have all involved capital raises tied to its crypto strategy. In June 2025, the company announced and then closed an $18 million common stock offering alongside an uplisting to NYSE American, with shares down 3.13% and 8.68% after those announcements. In September 2025, a larger registered direct deal targeting $365.24 million plus warrants saw a -10.1% reaction. Today’s preferred offering fits this pattern of financings funding crypto accumulation.

Historical Comparison

-7.3% avg move · Past BMNR crypto-related offerings with this tag saw average next-day moves of -7.3%. Today’s -5.95%...

crypto,offering

-7.3%

Average Historical Move crypto,offering

Past BMNR crypto-related offerings with this tag saw average next-day moves of -7.3%. Today’s -5.95% reaction to the Series A preferred deal is directionally consistent and modestly smaller in magnitude.

Earlier same-tag events involved common stock raises and an uplisting. The current transaction introduces a 9.50% perpetual preferred layer, continuing the strategy of raising capital to support Bitmine’s Ethereum-focused treasury and staking initiatives.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-04-28

Bitmine has an effective S-3ASR shelf filed on 2026-04-28, registering 501,545 common shares for resale by selling stockholders, from which the company receives no proceeds. Shelf usage is indicated by at least one 424B5 prospectus supplement dated 2026-06-03 related to the 9.50% Series A Perpetual Preferred Stock offering.

Market Pulse Summary

This announcement details a 9.50% Series A Perpetual Preferred Stock offering of 3,000,000 shares at...

Analysis

This announcement details a 9.50% Series A Perpetual Preferred Stock offering of 3,000,000 shares at a $100 stated amount, adding a new capital layer to Bitmine’s structure. Proceeds are earmarked for ETH accumulation, staking infrastructure, and potential common share repurchases, directly tying the deal to its Ethereum-centric strategy. Historically, same-tag offerings averaged about -7.3% moves, underscoring how financing terms and ongoing shelf activity under the S-3ASR may remain key metrics to watch.

Key Terms

perpetual preferred stock, cumulative dividends, liquidation preference, fundamental change, +3 more

7 terms

perpetual preferred stock financial

"BMNR's 9.50% Series A Perpetual Preferred Stock (the "Series A Preferred Stock")."

A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.

cumulative dividends financial

"The Series A Preferred Stock will accumulate cumulative dividends at a fixed rate of 9.50% per annum"

A feature of some dividend-paying securities—most often preferred shares—where any dividends the issuer skips or defers are recorded and must be paid later before other shareholders receive dividends. Think of it like missed subscription payments that pile up and must be settled first. For investors this matters because it increases the likelihood of receiving owed income and gives these holders priority on company cash, affecting income reliability and risk.

liquidation preference financial

"The liquidation preference of the Series A Preferred Stock shall initially be $100 per share."

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

fundamental change financial

"If an event that constitutes a "fundamental change" under the certificate of designations"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

basis points financial

"the maximum aggregate additional dividend rate increase per annum is 260 basis points."

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

registration statement on Form S-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-288579), filed with the Securities"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"The offering will be made only by means of a prospectus supplement and an accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

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NORWALK, Conn., June 3, 2026 /PRNewswire/ -- Bitmine Immersion Technologies, Inc. (NYSE: BMNR) ("BMNR," "Bitmine" or the "Company") today announced that, subject to market and other conditions, it intends to offer, in a public offering (the "offering") registered under the Securities Act of 1933, as amended (the "Securities Act"), 3,000,000 shares of BMNR's 9.50% Series A Perpetual Preferred Stock (the "Series A Preferred Stock").

BMNR intends to use the net proceeds from the offering for general corporate purposes, which may include the acquisition of additional ETH and other digital assets; the expansion of the Company's staking and validator infrastructure, including through MAVAN; working capital; strategic investments aligned with the Ethereum ecosystem and broader digital asset adoption; and/or repurchases of the Company's common stock under its share repurchase program.

The Series A Preferred Stock will accumulate cumulative dividends at a fixed rate of 9.50% per annum on the stated amount, which is $100 per share of Series A Preferred Stock, regardless of whether or not declared or funds are legally available for their payment (the "stated amount"). Regular dividends on the Series A Preferred Stock will be payable when, as and if declared by BMNR's board of directors, out of funds legally available for their payment, weekly in arrears; provided that the Company may in the future elect, in its sole discretion, to pay regular dividends more frequently. Declared regular dividends on the Series A Preferred Stock will be payable solely in cash. In the event that any accumulated regular dividend on the Series A Preferred Stock is not paid on the applicable regular dividend payment date, then additional regular dividends ("compounded dividends") will accumulate on the amount of such unpaid regular dividend, compounded weekly at the compounded dividend rate. The Company will have the flexibility to elect to increase the payment frequency of regular dividends to be more often than weekly and, in the event that the Company so elects, the additional dividend rate increase per regular dividend period will be proportionately reduced to reflect such shorter regular dividend period such that the maximum aggregate additional dividend rate increase per annum is 260 basis points.

The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date will initially be a rate per annum equal to 9.50% plus 5 basis points (based on a weekly regular dividend period); provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 5 basis points per annum (based on a weekly regular dividend period) for each subsequent regular dividend period, up to a maximum dividend rate of 15% per annum.

The Company will have the right, at its election, to redeem the Series A Preferred Stock, in whole or in part, at any time, or from time to time, for cash as follows: (i) from the original issue date until eighteen (18) months after the original issue date, at a redemption price equal to 110% of the stated amount per share; (ii) from eighteen (18) months to three (3) years after the original issue date, at a redemption price equal to 105% of the stated amount per share; and (iii) after three (3) years following the original issue date, at a redemption price equal to 100% of the stated amount per share; plus, in each case, accumulated and unpaid dividends thereon to, but excluding, the redemption date.

In addition, the Company will have the right to redeem all, but not less than all, of the Series A Preferred Stock if the total number of shares of all Series A Preferred Stock then outstanding is less than 25% of the total number of shares of Series A Preferred Stock originally issued in the offering and in any future offering taken together. The Company will also have the right to redeem all, but not less than all, of the Series A Preferred Stock if certain tax events occur. The redemption price for any Series A Preferred Stock to be redeemed in connection with a clean-up call or tax event will be a cash amount equal to the liquidation preference of the Series A Preferred Stock to be redeemed as of the business day before the date on which the Company sends the related redemption notice, plus accumulated and unpaid regular dividends to, but excluding, the redemption date.

If an event that constitutes a "fundamental change" under the certificate of designations governing the Series A Preferred Stock occurs, then holders of the Series A Preferred Stock will have the right to require BMNR to repurchase some or all of their shares of Series A Preferred Stock at a cash repurchase price equal to the stated amount of the Series A Preferred Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, but excluding, the fundamental change repurchase date.

The liquidation preference of the Series A Preferred Stock shall initially be $100 per share. Effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of Series A Preferred Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of Series A Preferred Stock will be adjusted to be the greatest of (i) the stated amount per share of Series A Preferred Stock; (ii) in the case of any business day with respect to which the Company has, on such business day or any business day during the ten (10) trading day period preceding such business day, executed any sale transaction to be settled by the issuance of Series A Preferred Stock, an amount equal to the last reported sale price per share of Series A Preferred Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of Series A Preferred Stock for each trading day of the ten (10) consecutive trading days immediately preceding such business day; provided, however, that, if applicable, the reference in (iii) to ten (10) will be replaced by such lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share.

BMNR has applied to list the Series A Preferred Stock on The New York Stock Exchange under the symbol "BMNP." If the listing is approved, BMNR expects trading to commence within 30 days after the date the Series A Preferred Stock is first issued.

Moelis & Company and Cantor are acting as joint lead bookrunners for the offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288579), filed with the Securities and Exchange Commission (the "SEC") on July 9, 2025 (the "Registration Statement"). The offering will be made only by means of a prospectus supplement and an accompanying prospectus included in the Registration Statement. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Moelis & Company LLC, 399 Park Avenue 4th Floor, New York, NY 10022, by phone: 1-800-539-9413, or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, NY 10022, by phone: 1-212-938-5000, or by email: prospectus@cantor.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Bitmine Immersion Technologies

Bitmine Immersion Technologies, Inc. (NYSE: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to be the leading Ethereum Treasury company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided by its philosophy of "the alchemy of 5%," the Company is committed to ETH as its primary treasury reserve asset, leveraging native protocol-level activities including staking and decentralized finance mechanisms. The Company launched MAVAN (Made-in America VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in 2026.

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements." The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include, but are not limited to, statements relating to the size and timing of the offering, the anticipated use of any proceeds from the offering, the terms of the securities being offered, the payment of dividends, and the expected listing of the Series A Preferred Stock on the NYSE. In evaluating these forward-looking statements, you should consider various factors, including: Bitmine's ability to keep pace with new technology and changing market needs; Bitmine's ability to finance its current business, Ethereum treasury operations, and proposed future business; the competitive environment of Bitmine's business; market conditions affecting the trading price of the Company's common stock; regulatory developments affecting digital assets, including the ultimate enactment and implementation of pending legislation and SEC initiatives; the volatility and unpredictability of digital asset prices; and the future value of Bitcoin and Ethereum. Actual results and future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond Bitmine's control, including those set forth in the Risk Factors section of Bitmine's Form 10-K filed with the SEC on November 21, 2025, as well as all other SEC filings, as amended or updated from time to time. Copies of Bitmine's filings with the SEC are available on the SEC's website at www.sec.gov. Any forward-looking statements contained in this press release speak only as of the date hereof, and BMNR specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

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SOURCE Bitmine Immersion Technologies, Inc.

FAQ

What is Bitmine (NYSE:BMNR) issuing in its June 2026 preferred stock offering?

Bitmine plans to offer 3,000,000 shares of 9.50% Series A Perpetual Preferred Stock. According to Bitmine, each share has a $100 stated amount, cumulative cash dividends, and features including redemption rights, compounding dividends on unpaid amounts, and an adjustable liquidation preference.

What dividend will Bitmine's 9.50% Series A Preferred Stock (BMNR) pay investors?

The Series A Preferred Stock is expected to pay a 9.50% cumulative annual dividend on the $100 stated amount. According to Bitmine, dividends are generally payable weekly in arrears in cash, with any unpaid dividends compounding at increasing rates up to a 15% annual dividend cap.

How can Bitmine redeem its 9.50% Series A Preferred Stock (BMNR) after issuance?

Bitmine may redeem the Series A Preferred Stock for cash at defined premiums over stated amount. According to Bitmine, redemption prices are 110% in the first 18 months, 105% from 18 months to three years, and 100% thereafter, plus accumulated unpaid dividends.

What is the liquidation preference of Bitmine's Series A Preferred Stock (BMNR)?

The initial liquidation preference is $100 per Series A share and cannot fall below this level. According to Bitmine, it adjusts daily to the greatest of the $100 stated amount, recent sale price, or a 10-day average of last reported sale prices.

Will Bitmine's 9.50% Series A Preferred Stock trade on the NYSE and under which symbol?

Bitmine has applied to list the Series A Preferred Stock on the NYSE under the symbol BMNP. According to Bitmine, if approved, trading is expected to begin within 30 days after the preferred shares are first issued in the offering.

How will Bitmine (BMNR) use proceeds from the 9.50% Series A Preferred Stock offering?

Bitmine plans to use net proceeds for general corporate purposes across several Ethereum-focused areas. According to Bitmine, these may include ETH and digital asset purchases, staking and validator expansion via MAVAN, working capital, strategic investments, and common stock repurchases.

What protections do holders of Bitmine's Series A Preferred Stock (BMNR) have in a fundamental change?

If a defined fundamental change occurs, Series A holders can require Bitmine to repurchase their shares for cash. According to Bitmine, the repurchase price equals the $100 stated amount per share plus any accumulated and unpaid regular dividends to the repurchase date.