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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 23, 2026
BITMINE
IMMERSION TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42675 |
|
84-3986354 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
10845
Griffith Peak Dr. #2
Las
Vegas, NV 89135
(Address
of principal executive office) (Zip Code)
203-401-8200
(Registrants’
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 |
|
BMNR |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
February 23, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press
Release”) providing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1
and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated February 23, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
|
Bitmine
Immersion Technologies, Inc. |
| |
|
|
|
| Dated: |
February
23, 2026 |
By: |
/s/
Chi Tsang |
| |
|
Name: |
Chi
Tsang |
| |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
Bitmine
Immersion Technologies (BMNR) Announces ETH Holdings Reach 4.423 Million Tokens, and Total Crypto and Total Cash Holdings of $9.6 Billion
Bitmine
has 3,040,483 staked ETH, representing $6.0 billion at $1,958 per ETH; MAVAN staking solution on track to launch Q1 2026
Bitmine
now owns 3.66% of the ETH token supply, over 73% of the way to the ‘Alchemy of 5%’ in just 7 months
Bitmine
recently closed on initial $200 million investment into Beast Industries
Bitmine
Crypto + Total Cash Holdings + “Moonshots” total $9.6 billion, including 4.423 million ETH tokens, total cash of $691 million,
and other crypto holdings
Bitmine
leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock
Bitmine
is the 165th most traded stock in the US, trading $0.7 billion per day (5-day avg)
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, NV, February 23, 2026 /PRNewswire/ — (NYSE AMERICAN: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or
the “Company”) a Bitcoin and Ethereum Network company with a focus on the accumulation of crypto for long term investment,
today announced Bitmine crypto + total cash + “moonshots” holdings totaling $9.6 billion.
As
of February 22, 2026 at 6:00pm ET, the Company’s crypto holdings are comprised of 4,422,659 ETH at $1,958 per ETH (NASDAQ: COIN),
193 Bitcoin (BTC), $200 million stake in Beast Industries, $17 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)
and total cash of $691 million. Bitmine’s ETH holdings are 3.66% of the ETH supply (of 120.7 million ETH).
“In
the midst of this ‘mini crypto winter,’ our focus continues to be on methodically executing our treasury strategy and steadily
acquiring ETH and in turn, optimizing the yield on our ETH holdings,” said Thomas “Tom” Lee, Chairman of Bitmine.
“We
discussed this operational strategy in our latest Chairman’s message (the link to his message is here). While crypto prices
are attempting to find their respective lows, the three fundamental drivers for Ethereum continue to gain traction: (i) Wall Street and
their efforts at tokenization; (ii) AI and agentic-AI using smart blockchains for both execution and for collecting payments and (iii)
the emerging creator economy and their desire to use blockchains for verification,” continued Lee.
“In
the past week, we acquired 51,162 ETH,” continued Lee. “Bitmine has been steadily buying Ethereum, as we view this pullback
as attractive, given the strengthening fundamentals. In our view, the price of ETH is not reflective of the high utility of ETH and its
role as the future of finance.”
As
of February 22, 2026, Bitmine total staked ETH stands at 3,040,483 ($6.0 billion at $1,958 per ETH). “Bitmine has staked more ETH
than other entities in the world. At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the ETH staking
rewards is $249 million annually (using 2.89% 7-day BMNR yield),” stated Lee.

“Annualized
staking revenues are now $171 million. And this 3.0 million ETH is about 69% of the 4.4 million ETH held by Bitmine. The CESR (Composite
Ethereum Staking Rate, administered by Quatrefoil) is 2.81%, while Bitmine’s own staking operations generated a 7-day yield
of 2.89% (annualized). We continue to make progress on our staking solution known as The Made in America VAlidator Network (MAVAN). This
will be the ‘best-in-class’ solution offering secure staking infrastructure and will be deployed in early calendar 2026.
Bitmine is currently working with 3 staking providers as the Company moves towards unveiling MAVAN in 2026,” continued Lee.
Bitmine
crypto holding reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (NASDAQ: MSTR), which owns 717,131 BTC
valued at $49 billion. Bitmine remains the largest ETH treasury in the world.
Bitmine
is one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume
of $0.7 billion (5-day average, as of February 20, 2026), ranking #165 in the US, behind Carnival Corp (rank #164) and ahead of Northrup
Grumman (rank #166) among 5,704 US-listed stocks (statista.com and Fundstrat research).

The
GENIUS Act and Securities and Exchange Commission’s (“the SEC”) Project Crypto are as transformational to financial
services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago. This 1971 event
was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans and financial and payment rails of today.
These proved to be better investments than gold.
The
Chairman’s message can be found here:
https://www.Bitminetech.io/chairmans-message
The
Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://Bitminetech.io/investor-relations/
To
stay informed, please sign up at: https://Bitminetech.io/contact-us/
About
Bitmine
Bitmine
(NYSE AMERICAN: BMNR) is 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 will launch MAVAN (Made-in America VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in Q1 of 2026.
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 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.
SOURCE
Bitmine Immersion Technologies, Inc.
MEDIA
CONTACT:
Marcy
Simon
Marcy@agentofchange.com
+19178333392