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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 11, 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.
Reference
is made to the Current Report on Form 8-K filed by Bitmine Immersion Technologies, Inc. (the “Company”) on
February 11, 2026, which disclosed the presentation (the “Presentation”) delivered by Tom Lee, Executive Chairman
of the Board of Directors of the Company, at the CoinDesk Consensus 2026 Conference in Hong Kong (“Consensus Hong Kong”).
The Presentation is incorporated herein by reference.
On
February 17, 2026, the Company released a video (the “Video”) of Tom Lee’s address at Consensus Hong
Kong. A copy of the transcript for the Video is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
February 17, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) issued a press release (the “Press
Release”) announcing the Presentation and Video as well as providing an update on the Company’s operations.
A copy of the Press Release is attached as Exhibit 99.2 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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 |
|
Transcript of Video (February 17, 2026). |
| 99.2 |
|
Press Release, dated February 17, 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
17, 2026 |
By: |
/s/
Chi Tsang |
| |
|
Name: |
Chi
Tsang |
| |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Good
afternoon, everybody. I’ve only got 15 minutes, but I have like 60 slides I want to go through, so I may talk fast because there’s
a lot to cover. My message to you is that I know you might be depressed. You might even have friends who’ve given up on crypto,
but keep in mind this is still very early days for crypto. I think the best days of crypto are ahead. So I want to cover this in a few
parts.
The
first is I want to talk about why gold kind of won 2025. But I think this is the year that Bitcoin is going to resume its narrative as
a store of value. The second is that crypto still has multiple adoption drivers and why I think Ethereum is going to be one of the central
casting characters. And then the third part, which again, in 15 minutes I’m going to cover three things, is why there’s the
rise of dominant DATs and why Bitmine is probably your best way to have exposure to Ethereum.
Okay,
so gold won 2025. If you think about this, both are stores of value, but gold rose 73% in the past year, while Bitcoin is down 29%. And
I think this caused a lot of people to throw in the towel around Bitcoin, and I think it’s part of the reason why we’re in
a mini winter. There’s five reasons gold can do well. The first is geopolitical uncertainty, but in that scenario crypto should
do well. The second is dovish central banks, and in that scenario crypto should do well. The third is currency debasement, which has
been happening, and again gold does well and crypto does well. But there’s two other scenarios where crypto won’t keep up
with gold. One is if there’s a lot of price momentum in precious metals, and the second is if there’s a loss in the fiat
system entirely because, as you know, Bitcoin is digital money, and if we stop using money altogether, Bitcoin is not going to outperform.
So I think that this is the scenario that took place. And so the question is, are we at the end of that period?
One
way to think of it is I think it’s probably near peak gold. Gold today has a $41 trillion total market value. That means it’s
bigger than the S&P 500. In fact, it’s the same size as the entire Asian stock market. And here I’m highlighting that
just the intraday moving gold on January 31st was $5.2 trillion. That’s four times the size of Bitcoin itself. So gold has gotten
so big that when gold makes big moves like that, it’s going to trigger margin calls everywhere else. And I think if you’re
wondering why Bitcoin got clobbered this year, I think it has to do with the fact that gold has just gotten so big. But here’s
the thing: is gold a good store of value?
Well,
since 1971, I’ve plotted gold’s return versus inflation on a three-year rolling basis. And every time it’s red, gold
did worse than inflation. Forty-eight percent of the time in the last 50 years, gold has not stored value; it’s done worse than
inflation. And then since Bitcoin was created, Bitcoin has only underperformed inflation five months out of 160 months, which means 3%
of the time. But in that same period of time, gold underperformed inflation 44% of the time. So again, I think you don’t want to
lose hope in Bitcoin. It’s been a better store of value than gold, even though gold has looked better in the past year.
So
if you ask me in 2026, I think gold is going to underperform Bitcoin. But I think crypto can’t turn around until Bitcoin turns
around, and I think Bitcoin can’t turn around until gold actually starts to underperform, which again I think is this year.
And
so let’s turn to Ethereum. A lot of people are frustrated, but keep in mind Ethereum since 2018 has fallen more than 50% eight
times. In fact, last year Ethereum fell 64% from January to March. But eight of eight times, Ethereum’s had a V-shaped bottom.
So it’s recovered 100% of the time within almost the same speed it fell. So if you ask me, I don’t think anything’s
changed. Is Ethereum going to have a V-shaped bottom after this decline? Yes. But obviously, your question is, has Ethereum bottomed
at 1890? At Bitmine we work with Tom DeMark, who is, I think, one of the best market timers. He says that Ethereum just needs to touch
1890 again, which he calls an undercut, and then that would be a perfected bottom. So I think from our perspective at Bitmine we think
Ethereum is really close to the bottom. And I think it’s just like the fall of 2018, fall of 2022, or April 2025. You don’t
really have to worry about the bottom. If you’ve already seen a decline, you should be thinking about opportunities here instead
of selling.
And
Ethereum has a lot of future drivers. Wall Street is going to be rebuilding its financial system on the blockchain. We’ve talked
a lot about that with stablecoins. There’s a whole use case built around AI and agentic AI. And of course, there’s a creator
economy taking place where creators are going to be using blockchain to really make sure creators get paid. We’ve been spending
a lot of time with Wall Street. I’ll tell you one thing that’s clear to us: there’s still a divide between evangelists
at a company versus the C-level people. But Wall Street wants to use public chains. It’s obvious to me, and they want to really
dive in and be supported by a broad community, which is why I think you’re going to see especially some critical announcements
in the next few months around major financial institutions using Ethereum, and that’s already been the case. And we know AI is
gaining a lot of visibility. I like this tweet yesterday from Vitalik. Again, I don’t have enough time to cover it here, but I
agree that enabling trustless and private AI interaction and Ethereum as an economic layer for AI makes a lot of sense.
And
that gets me to the third part because this is, of course, the meat of the presentation. I think that you’re seeing the rise of
dominant DATs, and these DATs are arguably better than having exposure to the layer 1 itself. The two dominant DATs so far are MicroStrategy
and Bitmine. You can see by far we’re the two largest holders of cryptocurrencies. Bitmine around 4.4 million ETH. These two DATs
are now 90% of the trading volume of all crypto DATs. So again, dominant. And you can see here Bitmine is five times larger than the
next largest DAT for Ethereum, and it trades 14 times more trading volume. And trading volume is really the lifeblood of a DAT because
that’s how we access the capital markets. And if you’re skeptical if you can make more money owning a DAT than the underlying
layer 1, look at the performance. Bitmine was essentially created on June 30th. The stock was $4.50. From June 30th to December 31, Ethereum
was up 22%. But look at Bitmine, it rose 500%, meaning it outperformed Ethereum by 48,000 basis points. And look at 2026. Ethereum, of
course, really took a punch in the gut this year; it’s down 32%, but Bitmine is down 21%. So it’s outperforming by 1,100
basis points. So the reality is that a properly structured DAT is going to provide you outperformance versus the layer 1.
And
I’ll explain why. There are four pillars of growth for Bitmine. And again, once you hear this, you’ll realize the best days
for Bitmine are ahead. The four pillars are: we’re going to maximize yield on the treasury, we’re going to invest in moonshots,
we’re productizing Bitmine, and we’re playing a role in bridging trad-fi and de-fi. And all of these are important roles
for us as a DAT. So how do we optimize staking? We’re going to optimize our staking yield. We have alpha strategies because we
have Tom DeMark and Mosaics as our advisers. We’re optimizing our yield on the cash, and we’re doing accretive capital market
transactions, which of course in the future could include M&A. By the way, we also have no leverage. Bitmine is debt-free. We have
a positive cash balance of around 600 million. So we earn money every day. In fact, we provide weekly staking updates. We’ve staked
roughly two thirds of our ETH, and that’s generating 200 million a year in rewards. When we’re fully staked, it’s around
$300 million a year. That’s about a million dollars a day. And if Ethereum gets to 12,000, which I think is reasonable in the next
12 months, then our staking rewards would jump to $2.4 billion. And as you can see, we’re adding Ethereum per share. Our Ethereum
held per share is 10 times higher than it was on June 30th. That’s the reason why the stock is outperforming because we’re
growing your share holdings of Ethereum.
We
also invest in moonshots. The two moonshots are Beast Industries and Orbs. I just want to spend a minute on Beast. If you’re over
age 30, you may not understand who Mr. Beast is. But they did just announce they’re buying a bank, a neo-bank called STEP. We were
aware of this when we made our investment into Beast late last year. Of course, we can’t talk about what Beast is going to do,
but here’s the thing. Beast has a chance to be the financial institution of their generation. So if you go back to the baby boomers
in the 1980s, Charles Schwab was created for baby boomers. For Gen X, if you’re Gen X, then BlackRock and Blackstone were your
financial institutions created in your lifetime. And if you’re a millennial, you’ve had institutions like Robinhood, Chime,
and SoFi. Well, here’s the thing: Mr. Beast is the leading creator for Gen Z and Gen Alpha. That’s 120 million people. It’s
bigger than millennials. And he is the guy. So he is basically the next Robinhood, SoFi, Chime combined. And of course these people aren’t
necessarily wealthy today, but remember Robinhood’s customers 15 years ago weren’t really wealthy either. But there’s
a huge amount of wealth transfer that’s going to take place. So Beast’s customers, as they go through their journey in the
next 10–15 years, are going to not only be a huge cohort, but they’re going to be the largest and wealthiest generation ever.
And he’s, by the way, got a billion followers. So this is why it’s important for Bitmine because now we know what’s
native to Gen Z, Gen Alpha. It’s really having a digital asset life, owning cryptocurrencies. We’re going to be able to be
very synergistic with everything Beast is doing.
And
finally, we have, of course, our Maven staking operation, which is going to generate quite a lot of staking yield for us, and we’re
going to be staking for other folks as well. And our staking operation is going to stake for other clients’ tokens like Solana
and Canton. So in the final minute, let me just talk to you about the future price of Ethereum. So I think the best way to look at this
is still to think about Ethereum’s price ratio to Bitcoin. And the eight-year average is 0.0479. So if Bitcoin gets to 250,000,
which I don’t think is a stretch, that would value Ethereum at $12,000. But I think that that’s too low. I think Ethereum
is really the story for the next 15 years around crypto because that’s where Wall Street’s going to build and that’s
where AI is going to take place and also where creators like Mr. Beast are going to be building products. So it may recover to its eight-year
high, 2021 high, of 0.0873. That’s $22,000 Ethereum. And of course it can go higher if ETH becomes payment rails like Joe Lubin
talks about.
So
Ethereum and Bitmine’s price are highly correlated. And so, if we look at future ETH prices, at $22,000 ETH, Bitmine stock is 500.
And at $62,000 ETH, Bitmine’s $1,500. So again, the stock, which I’m sure you’re frustrated with, but it has no debt
and of course is tied to Ethereum, which has a bright future. So the best days are ahead. And I’m sorry I’m out of time,
so I don’t have time for questions, but thank you very much.
Exhibit
99.2
Bitmine
Immersion Technologies (BMNR) Announces ETH Holdings Reach 4.371 Million Tokens, and Total Crypto and Total Cash Holdings of $9.6 Billion
Bitmine
has 3,040,483 staked ETH, representing $6.1 billion at $1,998 per ETH; MAVAN staking solution on track to launch Q1 2026
Bitmine
now owns 3.62% of the ETH token supply, over 72% 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 4.371 million ETH tokens, total cash of $670 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 158th most traded stock in the US, trading $0.9 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 17, 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 16th, 2026 at 5:00pm ET, the Company’s crypto holdings are comprised of 4,371,497 ETH at $1,998 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 $670 million. Bitmine’s ETH holdings are 3.62% of the ETH supply (of 120.7 million ETH).
“After
spending the past week at Consensus Hong Kong, one of the largest global gatherings in crypto, we came away with a growing conviction
that 2026 will be a defining year for Ethereum. We see strengthening product-market fit emerging on the back of three long-duration secular
drivers: (i) Wall Street via tokenization/privacy on Ethereum; (ii) AI and AI-agents using Ethereum for both collecting payments as well
as verification and (iii) creators leaning towards ‘proof of human’ and other standards running on Ethereum L2 (Worldchain,
etc). There were many panel discussions and presentations around these 3 topics, and it is evident that Ethereum is well positioned to
garner significant share, given its neutrality and 100% uptime and reliability,” said Thomas “Tom” Lee, Chairman of
Bitmine.
Mr.
Lee’s latest Chairman’s message is his keynote given at Consensus HK, and he speaks about these 3 future growth drivers for
ETH usage as well as the drivers for Bitmine growth initiatives. The link to his message is here.
“Investor
sentiment and enthusiasm, by contrast, are rock bottom, reminding us of the forlornness and dejection seen at the November 2022 lows
and depths of 2018 crypto winter. During 2018 and 2022, there were many high profile failures of large players (FTX, 3 arrows in 2022)
while 2025-2026 has not seen such large-scale debacles. Rather, it seems like crypto has remained weak since the ‘price shock’
and massive deleveraging seen on October 10th. For us at Bitmine, we cannot control the price of Ethereum, and the company is acquiring
ETH regardless of price trend, as the long-term outlook for Ethereum remains outstanding. Hence, we continue to buy ETH even as crypto
moves through this ‘mini-winter,’” said Lee.
“In
the past week, we acquired 45,759 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 16, 2026, Bitmine total staked ETH stands at 3,040,483 ($6.1 billion at $1,998 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 $252 million annually (using 2.89% 7-day BMNR yield),” stated Lee.

“Annualized
staking revenues are now $176 million. And this 3.0 million ETH is about 69% of the 4.37 million ETH held by Bitmine. The CESR (Composite
Ethereum Staking Rate, administered by Quatrefoil) is 2.84%, 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 714,644 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 $0.9 billion (5-day average, as of February 13, 2026), ranking #158 in the US, behind KKR (rank #157) and ahead of CBRE (rank #159)
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