OLB Group Announces Transformational Spin-Off: Shareholders to Receive Equity in Two Distinct Public Companies

Rhea-AI Summary

OLB Group (NASDAQ:OLB) announced a planned spin-off of its digital asset mining subsidiary, DMint, creating two separately traded public companies. Current OLB shareholders will receive DMint shares pro rata via DTC, and DMint will conduct a concurrent public offering under Form S-1.

DMint intends to use net offering proceeds to buy mining equipment, expand power and hosting capacity, scale its Selmer, Tennessee facility, and bolster working capital. OLB will remain focused on payment processing and merchant services with existing leadership continuity.

Positive

• Shareholders receive equity in two public companies without extra cash
• Spin-off creates focused management and capital allocation for each business
• DMint public offering funds planned equipment and capacity expansion
• Automated DTC delivery of DMint shares to existing brokerage accounts

Negative

• Public offering may dilute existing ownership stakes
• DMint exposure increases shareholder volatility tied to cryptocurrency markets

Key Figures

Post spin-off entities: 2 public companies

1 metrics

Post spin-off entities 2 public companies Number of separately traded companies OLB holders will own interests in

Market Reality Check

Price: $0.5188 Vol: Volume 33,908 vs 20-day a...

low vol

$0.5188 Last Close

Volume Volume 33,908 vs 20-day average 249,569; trading activity remained below typical levels before this news. low

Technical Shares traded below the 200-day MA of 1.28, at 0.5188, near the 52-week low of 0.502 ahead of the spin-off update.

Peers on Argus

Pre-announcement, OLB was down 2.48% while peers showed mixed moves: FAAS (-8.3%...

1 Up 1 Down

Pre-announcement, OLB was down 2.48% while peers showed mixed moves: FAAS (-8.3%), BNAI (-4.31%), DTSS (-5.22%), but NEHC (+11.46%) and RVYL (+3.17%). Momentum scanner flagged BNAI up 7.98% and BLIN down 4.33% with no same-day news, suggesting stock-specific rather than a clear sector-wide move.

Historical Context

5 past events · Latest: Jan 23 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 23	Equity offering	Negative	-31.8%	Registered direct offering of shares and warrants for about $1.3M.
Jan 22	Product launch	Positive	+8.5%	Launch of iStores AI, an AI-powered eCommerce and payments platform.
Jan 20	Spin-off update	Positive	-7.5%	Progress update on DMint spin-off and S-1 refiling for planned IPO.
Dec 11	Annual meeting	Neutral	-1.9%	2025 annual meeting notice with governance items and DMint update mention.
Dec 03	Security certification	Positive	+10.7%	SecurePay payment gateway achieving PCI DSS Version 4.0 certification.

Pattern Detected

Recent OLB news has often produced strong directional moves, with dilutive offerings drawing sharp negatives and product or certification updates seeing positive reactions, while corporate-structure updates around DMint have shown at least one notable negative divergence.

Recent Company History

Over the last few months, OLB’s trajectory blended financing, product, and corporate-structure events. A $1.3M registered direct offering on Jan 23, 2026 led to a -31.81% move. By contrast, the iStores AI launch on Jan 22, 2026 and PCI DSS 4.0 certification on Dec 3, 2025 saw positive reactions of 8.49% and 10.68%. An earlier DMint spin-off update on Jan 20, 2026 coincided with a -7.48% move, framing today’s detailed spin-off structure against a mixed history for similar strategic updates.

Market Pulse Summary

This announcement details how existing OLB holders would gain equity in both a streamlined fintech c...

Analysis

This announcement details how existing OLB holders would gain equity in both a streamlined fintech company and a separate bitcoin miner without new capital outlay. It follows earlier DMint spin-off updates and comes after a $1.3M equity raise and 10-Q filings that showed revenue declines and net losses, alongside going-concern language. Investors may track execution of the DMint public offering, capital allocation between entities, and subsequent filings that clarify record dates, share ratios, and post-transaction balance sheets.

Key Terms

spin-off, form s-1, public offering, depository trust company, +1 more

5 terms

spin-off financial

"today announced the planned structure for the spin-off of DMint, Inc."

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

form s-1 regulatory

"as will be described in DMint's Form S-1 (333-282740)."

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

public offering financial

"DMint will conduct a public offering under Form S-1 (333-292762)."

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

depository trust company financial

"through the Depository Trust Company system."

A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.

bitcoin mining technical

"DMint will function as an independent entity, concentrating on bitcoin mining"

Bitcoin mining is the process of using computers to solve complex puzzles that verify and add transactions to Bitcoin’s public ledger; successful miners are rewarded with newly created bitcoins and transaction fees. It matters to investors because mining controls how new coins enter circulation, affects the security and reliability of the network, and creates a business model exposed to electricity costs, hardware investment and the coin’s market price—factors that influence profitability and company valuations.

AI-generated analysis. Not financial advice.

NEW YORK CITY, NY / ACCESS Newswire / February 3, 2026 / The OLB Group, Inc. (NASDAQ:OLB) ("OLB" or the "Company"), a diversified fintech firm specializing in payment solutions and digital asset technology, today announced the planned structure for the spin-off of DMint, Inc. ("DMint"), its high-growth digital asset mining subsidiary.

A Landmark Opportunity for OLB Shareholders

Upon completion of this transaction, current OLB shareholders will own equity interests in not one, but two separately traded public companies-without investing an additional dollar:

• OLB Group: A streamlined fintech powerhouse focused on payment processing, merchant services, and e-commerce solutions

• DMint: A pure-play Bitcoin mining company positioned to capitalize on the expanding digital asset economy

This dual-ownership structure is designed to maximize shareholder value by allowing each business to pursue its distinct growth trajectory with dedicated management, focused capital allocation, and clear market positioning.

How the Distribution Works

Each OLB shareholder of record as of the expected record date will receive DMint shares on a pro rata basis, as will be described in DMint's Form S-1 (333-282740). No action is required-DMint shares will be delivered directly to your existing brokerage account through the Depository Trust Company system.

In parallel with the spin-off, DMint will conduct a public offering under Form S-1 (333-292762). Following the offering, OLB shareholders will receive, in the aggregate, the remaining DMint shares proportionally based on their OLB holdings. This structure ensures existing shareholders participate in DMint's equity at its established public market valuation.

Why This Transaction Creates Value

For OLB shareholders, this spin-off unlocks embedded value that may not be fully reflected in today's share price:

OLB (Post Spin-Off)	DMint
Transaction-driven, recurring fee revenue	Direct exposure to cryptocurrency upside
Predictable fintech operating model	State-of-the-art mining facility in Selmer, Tennessee
Serving the growing digital payments ecosystem	Scalable infrastructure for Bitcoin mining
Lower volatility profile	High-growth potential tied to digital asset markets

By separating these fundamentally different businesses, investors can evaluate and value each company on its own merits-potentially attracting new investor bases for both entities and improving overall market recognition.

Strategic Use of Proceeds

DMint expects to deploy net proceeds from its public offering to:

• Acquire additional next-generation mining equipment

• Expand power and hosting capacity

• Scale operations at its Selmer, Tennessee facility and related sites

• Strengthen working capital for accelerated growth

Continued Leadership Commitment

OLB's current leadership team will continue to oversee operations after the spin-off, providing continuity for the core fintech segment. DMint will function as an independent entity, concentrating on bitcoin mining and optimizing its organizational framework to enhance mining efficiency and maximize shareholder value.

About The OLB Group, Inc.

The OLB Group, Inc. is a diversified fintech company delivering a comprehensive suite of payment processing and digital asset technology solutions designed to simplify and enhance the merchant experience. Services include payment facilitator solutions, integrated point-of-sale systems, e-commerce capabilities, and cryptocurrency mining operations through its DMint subsidiary. For more information, visit www.olb.com.

About DMint, Inc.

DMint, Inc. is a cryptocurrency mining company focused on Bitcoin mining operations utilizing state-of-the-art equipment and sustainable energy solutions. DMint operates mining facilities engineered to maximize efficiency and profitability in the digital asset sector. www.dmint.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated spin-off of DMint, the timing and completion of the proposed public offering, the distribution of DMint shares to OLB shareholders, future Nasdaq listings, and the expected strategies, plans, and growth prospects of OLB and DMint. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks related to market conditions, regulatory approvals, the effectiveness of registration statements, Nasdaq listing approvals, and other factors described in DMint's Form S-1s and OLB's other filings with the Securities and Exchange Commission. OLB undertakes no obligation to update any forward-looking statements, except as required by law.

Investor Contact:
The OLB Group, Inc.
Investor Relations
Email: ir@olb.com
Phone: (212) 278-0900, ext. 333

SOURCE: The OLB Group, Inc

View the original press release on ACCESS Newswire

FAQ

What will OLB shareholders receive in the DMint spin-off (OLB)?

Shareholders will receive DMint shares pro rata without paying additional cash. According to the company, shares will be delivered directly to existing brokerage accounts via the Depository Trust Company system and allocated based on each shareholder's OLB holdings.

Will DMint conduct a public offering alongside the OLB spin-off (OLB)?

Yes. DMint will conduct a public offering under Form S-1 concurrent with the spin-off. According to the company, the offering will provide net proceeds that DMint plans to deploy for equipment, power expansion, and scaling its Selmer, Tennessee facility.

How will the spin-off change OLB's business focus (OLB)?

OLB will become a streamlined fintech company focused on payments and merchant services. According to the company, leadership continuity will remain and OLB will concentrate on predictable fintech revenue and e-commerce solutions post spin-off.

What will DMint use the offering proceeds for after the OLB spin-off (OLB)?

Proceeds will fund mining equipment purchases, power and hosting capacity expansion, and working capital. According to the company, these uses target scaling operations at its Selmer, Tennessee facility and related sites to accelerate growth.

Do OLB shareholders need to take action to receive DMint shares (OLB)?

No action is required from shareholders to receive DMint shares in the spin-off. According to the company, shares will be delivered automatically to shareholders' brokerage accounts through the DTC system as of the record date.

What are the main investor risks from OLB's DMint spin-off (OLB)?

Investor risks include potential dilution from DMint's public offering and higher crypto-related volatility. According to the company, DMint offers high-growth exposure to digital assets, while OLB will retain a lower-volatility fintech profile.