Bitmine Publishes New Chairman's Message Explaining Why Shareholders Should Vote YES to Approve the Amendment to Increase Authorized Shares

Rhea-AI Summary

Bitmine (NASDAQ: BMNR) published a Chairman's message asking shareholders to vote YES on Proposal 2 to increase authorized shares from 500 million to 50 billion. The voting deadline is January 14, 2026 at 11:59 p.m. ET; the annual meeting is January 15, 2026 at Wynn Las Vegas and will be livestreamed.

The company lists three reasons for the increase: capital markets flexibility (ATMs, convertibles, warrants), opportunistic deals including mergers and acquisitions, and the ability to implement future stock splits. The message links BMNR share moves to Ethereum price using a stated coefficient and shows illustrative BMNR price targets and corresponding split ratios for hypothetical ETH outcomes.

Positive

• Authorized shares increase enables ATMs, convertibles, and warrants
• Gives flexibility to pursue mergers, acquisitions, and opportunistic deals
• Allows future stock splits to keep per-share price accessible to retail investors

Negative

• Authorized shares jump 100x from 500 million to 50 billion, enabling significant dilution
• Stock splits and capital raises would increase shares outstanding materially
• BMNR price scenarios presented are illustrative and not forecasts, offering no guaranteed shareholder benefit

Key Figures

Authorized shares increase 500 million to 50 billion Proposed amendment to Certificate of Incorporation (Proposal 2)

Voting deadline January 14, 2026 11:59 p.m. ET Cutoff for shareholders to vote on proposals

Annual meeting date January 15, 2026 Annual Stockholder Meeting at Wynn Las Vegas

ETH ownership goal 5% of ETH Stated long-term target for Ethereum holdings

BMNR–ETH coefficient 0.015 × ETH price Bloomberg-based linkage plus ETH/share accretion

Implied BMNR at $22k ETH $500 BMNR Illustrative implied price using stated coefficient

Implied BMNR at $62.5k ETH $1,500 BMNR Illustrative implied price using stated coefficient

Implied BMNR at $250k ETH $5,000 BMNR Illustrative implied price using stated coefficient

Market Reality Check

$31.19 Last Close

Volume Volume 33,218,749 vs 20-day avg 44,827,669 (about 0.74x typical activity). normal

Technical BMNR trades below its 200-day MA with price at $27.17 vs MA $31.86.

Peers on Argus 4 Up

Crypto/fintech peers on the momentum scanner (e.g., WULF, IREN, MARA, RIOT) show gains around 9–11%, while BMNR was down 2.06% pre‑news. This divergence suggests the authorized-share amendment focus is more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 22	Crypto holdings update	Positive	-0.9%	Reported $13.2B in crypto, cash and moonshots plus 4,066,062 ETH holdings.
Dec 19	Annual meeting invite	Neutral	+10.3%	Invited stockholders to Jan 15, 2026 Las Vegas meeting and outlined agenda.
Dec 08	Crypto holdings update	Positive	+5.2%	Disclosed $13.2B in assets and ETH holdings exceeding 3.86 million tokens.
Dec 01	Crypto holdings update	Positive	-12.6%	Announced $12.1B in assets and accelerated ETH purchases ahead of upgrade.
Nov 24	Crypto holdings update	Positive	+19.6%	Reported $11.2B in assets and 3.63M ETH, about 3% of supply.

Pattern Detected

News emphasizing ETH treasury growth often triggered large but mixed price reactions, with both strong rallies and sharp selloffs, while procedural meeting communications sometimes coincided with double‑digit gains.

Recent Company History

Over the last several months, Bitmine repeatedly highlighted rapid growth in its ETH treasury and total crypto plus cash holdings, reaching multi‑billion‑dollar levels by late 2025. These updates (tags largely "crypto") sometimes led to sharp moves, both positive and negative, showing volatile sentiment around its ETH-centric strategy. Separately, the company has been building toward the Jan 15, 2026 annual meeting via invitations and proxy materials. Today’s Chairman’s message about increasing authorized shares fits into this broader effort to align the capital structure with its Ethereum-focused plans and anticipated corporate actions.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-07-28

The company has an effective S-3ASR shelf registration dated 2025-07-28, expiring 2028-07-28, with at least 2 prior takedowns via 424B5. This provides a ready mechanism to raise capital that could interact with the proposed increase in authorized shares by facilitating future offerings.

Market Pulse Summary

This announcement details a proposal to boost authorized shares from 500 million to 50 billion, framed as enabling capital markets activities, opportunistic deals, and potential future stock splits tied to Ethereum-linked valuation scenarios. It builds on months of communications about large ETH holdings and the upcoming Jan 15, 2026 annual meeting. Investors may focus on how expanded share capacity, together with the effective S-3ASR shelf and prior 424B5 usage, could influence future financing, dilution, and governance dynamics.

Key Terms

at-the-market offerings financial

"allow Bitmine to conduct capital markets activities, including at-the-market offerings, convertibles, and warrants."

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

warrants financial

"capital markets activities, including at-the-market offerings, convertibles, and warrants."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

stock splits financial

"would enable the Company to implement future stock splits as needed."

A stock split increases the number of a company’s shares by dividing existing shares into multiple smaller pieces, like slicing a pizza into more slices without adding more pizza. Each shareholder keeps the same overall ownership and value, but each share becomes cheaper and more plentiful, which can make the stock easier for everyday investors to buy, potentially boost trading activity and change how price movements look on charts.

tokenization technical

"said that tokenization is the next evolution of global markets."

Tokenization is the process of converting real-world assets or rights into digital tokens stored on a computer network. This allows assets, such as property or investments, to be divided into smaller parts, making them easier to buy, sell, or transfer electronically. For investors, tokenization can increase access to a wider range of investments and make transactions faster and more efficient.

payment rails technical

"$62k (0.25, "payment rails")"

Payment rails are the networks and systems that move money electronically between buyers, sellers, banks and payment processors—think of them as the roads and tunnels that let cash travel from one place to another. They matter to investors because their speed, cost, reliability and geographic reach affect a business’s ability to collect revenue, control costs, expand into new markets and manage fraud risk, which in turn influences profitability and growth prospects.

AI-generated analysis. Not financial advice.

BMNR shareholders are encouraged to review the Chairman's message and vote on the 4 proposals prior to the January 14, 2026 deadline

Bitmine will hold its Annual Stockholder Meeting at the Wynn Las Vegas on January 15, 2026

Bitmine remains supported by a premier group of institutional investors including ARK's Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas "Tom" Lee to support Bitmine's goal of acquiring 5% of ETH

LAS VEGAS, Jan. 2, 2026 /PRNewswire/ -- Bitmine Immersion Technologies, Inc. (NASDAQ: BMNR) today announced the release of a new Chairman's message (link) outlining why shareholders are being asked to vote YES on a proposal to increase the Company's authorized shares. The message is now available on the Bitmine website and is intended to provide additional context ahead of the upcoming shareholder vote.

The voting deadline is January 14, 2026 at 11:59 p.m. ET.

In the video, Chairman Tom Lee explains the rationale behind Proposal 2, which seeks shareholder approval to amend the Company's Amended and Restated Certificate of Incorporation to increase authorized shares from 500 million to 50 billion.

There are three reasons the Company needs to increase authorized shares:

1. It would allow Bitmine to conduct capital markets activities, including at-the-market offerings, convertibles, and warrants.
2. It would provide flexibility to pursue opportunistic deals, including potential mergers or acquisitions.
3. Most importantly, it would enable the Company to implement future stock splits as needed.

Since pivoting in July to make Ethereum (ETH) its primary treasury asset, Bitmine has observed that its share price has closely tracked movements in ETH.

*Coefficient (per Bloomberg) is 0.015 ETH price plus accretion of ETH/share

The scatter chart in the gallery above shows the clear linkage (x-axis is ETH, y-axis is BMNR).

The Company believes Ethereum represents the future of finance, a supercycle driven by Wall Street reengineering on the blockchain. Major industry leaders agree, including Larry Fink, CEO of BlackRock, who said that tokenization is the next evolution of global markets. And the vast majority of tokenization is happening on Ethereum.

Previously, Bitmine noted its view that tokenization will drive ETH/BTC to reach all-time highs (0.0873).

• Targeting 0.25 as Ethereum proves to be the future of finance

This implies future ETH prices of:

• $12k
• $22k (prior high)
• $62k (0.25, "payment rails")
• $250k (if BTC reaches $1mm)

These potential future ETH prices can be used to calculate "implied" future BMNR prices**

• $22k ETH → $500 BMNR
• $62.5k ETH → $1,500 BMNR
• $250k ETH → $5,000 BMNR

**These are using the coefficient 0.15* ETH plus assumed accretion ETH/share of 33%. These are for illustrative purposes only. Not a forecast.

To keep shares "accessible" to the public, the Company would want to split the shares, to reset the share price back towards $25.

If BMNR shares are:

• $500, needs 20:1 split
• $1,500, needs 60:1
• $5,000 needs 100:1

These splits will increase total shares outstanding. Thus, Bitmine can only split shares in the future if the total authorized shares is increased.

Shareholders are encouraged to review the Chairman's message and vote prior to the January 14, 2026 deadline and are welcome to attend the annual meeting on January 15, 2026, at the Wynn Las Vegas.

You need to register in advance, to attend the meeting, please see here: https://web.viewproxy.com/BMNR/2026

The annual meeting will be livestreamed on Bitmine's X account: https://x.com/bitmnr

The Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://bitminetech.io/investor-relations/

The Chairman's message can be found here:
https://www.bitminetech.io/chairmans-message

To stay informed, please sign up at: https://bitminetech.io/contact-us/

About Bitmine
Bitmine is a Bitcoin and Ethereum Network Company with a focus on the accumulation of Crypto for long term investment, whether acquired by our Bitcoin mining operations or from the proceeds of capital raising transactions. Company business lines include Bitcoin Mining, synthetic Bitcoin mining through involvement in Bitcoin mining, hashrate as a financial product, offering advisory and mining services to companies interested in earning Bitcoin denominated revenues, and general Bitcoin advisory to public companies. Bitmine's operations are located in low-cost energy regions in Trinidad; Pecos, Texas; and Silverton, Texas.

For additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
https://x.com/bmnrintern

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. This document specifically contains forward-looking statements regarding progress and achievement of the Company's goals regarding ETH acquisition and staking, the long-term value of Ethereum, continued growth and advancement of the Company's Ethereum treasury strategy and the applicable benefits to the Company. 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; and the future value of Bitcoin and Ethereum. Actual 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 Securities and Exchange Commission (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. Bitmine undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

View original content to download multimedia:https://www.prnewswire.com/news-releases/bitmine-publishes-new-chairmans-message-explaining-why-shareholders-should-vote-yes-to-approve-the-amendment-to-increase-authorized-shares-302651806.html

SOURCE BitMine Immersion Technologies, Inc.

FAQ

What does Proposal 2 for BMNR on January 14, 2026 request shareholders to approve?

Proposal 2 requests approval to amend the certificate to increase authorized shares from 500 million to 50 billion.

How does approving the BMNR authorized-share increase affect dilution risk for shareholders?

Approving the increase would enable capital raises, convertibles, warrants, and splits, which can materially dilute existing holders if executed.

Why does Bitmine (BMNR) link its share price to Ethereum and what coefficient is cited?

The company cites a Bloomberg-based coefficient tying BMNR to ETH price (stated as 0.015 ETH plus accretion) to illustrate potential BMNR price scenarios.

What are the illustrative BMNR price and split examples given in the Chairman's message?

Examples include $500 BMNR → 20:1 split, $1,500 BMNR → 60:1 split, and $5,000 BMNR → 100:1 split under stated ETH scenarios (illustrative only).

When and how can BMNR shareholders vote and attend the annual meeting?

Shareholders must vote by January 14, 2026 at 11:59 p.m. ET; the annual meeting is January 15, 2026 at Wynn Las Vegas and will be livestreamed on the company's X account.