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Bitmine (BMNR) boosts CEO and CFO pay with new stock-based incentives

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. updated long‑term incentive arrangements for its CEO and CFO. Under an amendment effective April 2, 2026, CEO Chi Tsang becomes eligible for an annual equity award with a target grant date value of $500,000, delivered 60% as restricted stock units and 40% as stock options, under the 2025 Omnibus Incentive Plan. Awards vest in four equal quarterly installments over one year, subject to continued employment.

A separate amendment for CFO and COO Young Kim provides an annual long‑term incentive award in stock options with a target value of $1,750,000 per fiscal year, with the 2026 award prorated for his service period. For both executives, the number of options and RSUs is based on the 10‑day volume‑weighted average share price, options are valued using a factor of three, exercise prices are at least fair market value on the grant date, and unvested awards generally forfeit upon earlier termination unless otherwise specified in their employment agreements.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO annual LTI target $500,000 Target grant date value per fiscal year for CEO Tsang
CEO award mix 60% RSUs / 40% options Allocation of Tsang’s annual long-term incentive awards
CFO annual LTI target $1,750,000 Target grant date value per fiscal year for Young Kim
Option share factor 3x Options count equals award value ÷ VWAP, then multiplied by three
Vesting schedule 4 x 25% installments Quarterly vesting over one year for both executives’ awards
restricted stock units financial
"Such awards will be delivered 60% in the form of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock options financial
"and 40% in the form of stock options (“Options,” and collectively with the RSUs, the “Tsang Awards”)"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
volume-weighted average trading price financial
"based on dividing the applicable award amount by the volume-weighted average trading price of the Company’s common stock"
Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.
2025 Omnibus Incentive Plan financial
"subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time"
An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.
fair market value financial
"The exercise price per share of each Option will be not less than the fair market value of a share"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Understanding 8-K Material Events →
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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): April 2, 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.)

 

800 Connecticut Avenue

Norwalk, Connecticut 06854

(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 1.01. Entry into a Material Definitive Agreement.

 

Tsang Amendment No. 1 to Employment Agreement

 

On April 2, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) entered into Amendment No. 1 to that certain Employment Agreement, dated as of November 20, 2025 (the “Tsang Employment Agreement”), with Chi Tsang, the Company’s Chief Executive Officer (the “Tsang Amendment”), to modify certain long-term incentive compensation and related provisions.

 

The Tsang Amendment amends Section 4(b) of the Tsang Employment Agreement to provide that, during the term of his employment, Mr. Tsang will be eligible to receive an annual long-term incentive award with a target grant date value of $500,000 for each fiscal year. Such awards will be delivered 60% in the form of restricted stock units (“RSUs”) and 40% in the form of stock options (“Options,” and collectively with the RSUs, the “Tsang Awards”), in each case subject to the terms and conditions of the Company’s 2025 Omnibus Incentive Plan, as amended from time to time (the “Omnibus Plan”), and any applicable award agreement.

 

The number of RSUs and Options comprising each annual award will be determined by the Board of Directors of the Company (the “Board”) based on dividing the applicable award amount by the volume-weighted average trading price of the Company’s common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and, with respect to Options awards, multiplied by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company’s common stock on the date of grant.

 

The Tsang Awards will vest in four equal quarterly installments of 25% over a one year period following the grant date, subject to Mr. Tsang’s continued employment through each applicable vesting date. If Mr. Tsang’s employment terminates before a vesting date, unvested Tsang Awards will be immediately forfeited unless otherwise provided in Section 8 of the Tsang Employment Agreement or in an applicable award agreement.

 

Young Amendment No. 1 to Employment Agreement

 

On April 2, 2026, the Company entered into Amendment No. 1 to that certain Employment Agreement, dated as of January 7, 2026 (the “Kim Employment Agreement”), with Young Kim, the Company’s Chief Financial Officer and Chief Operating Officer (the “Kim Amendment” and, together with the Tsang Amendment, the “Amendments”), to modify certain long-term incentive compensation and related provisions.

 

The Kim Amendment amends Section 4(b) of the Kim Employment Agreement to provide that, during the term of his employment, Mr. Kim will be granted an annual long-term incentive award in the form of stock options with a target value of $1,750,000 for each fiscal year (the “Kim Awards”). The long-term incentive award for fiscal year 2026 will be prorated based on the portion of fiscal year 2026 during which Mr. Kim is employed by the Company. The Kim Awards are subject to the terms and conditions of the Omnibus Plan and any applicable award agreement.

 

The number of stock options comprising each annual award will be determined by the Board based on dividing the applicable award amount by the volume-weighted average trading price of the Company’s common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and then multiplying by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company’s common stock on the date of grant.

 

The stock options will vest in four equal quarterly installments of 25% over a one-year period following the grant date, subject to Mr. Kim’s continued employment through each applicable vesting date. If Mr. Kim’s employment terminates before a vesting date, unvested stock options will be immediately forfeited unless otherwise provided in Section 8 of the Kim Employment Agreement or in an applicable award agreement.

 

The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Tsang Amendment No. 1 to Employment Agreement, dated April 2, 2026.
10.2   Kim Amendment No. 1 to Employment Agreement, dated April 2, 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: April 7, 2026 By: /s/ Chi Tsang
  Name: Chi Tsang
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What long-term incentive award did Bitmine (BMNR) grant to CEO Chi Tsang?

Bitmine set CEO Chi Tsang’s annual long-term incentive target at $500,000, paid 60% in RSUs and 40% in stock options. Awards vest quarterly over one year, contingent on continued employment and issued under the 2025 Omnibus Incentive Plan.

How are Young Kim’s stock option awards structured at Bitmine (BMNR)?

Young Kim will receive an annual long-term incentive award of stock options with a target value of $1,750,000 per fiscal year. The 2026 grant is prorated for his service period and vests in four equal quarterly installments over one year.

How does Bitmine (BMNR) determine the number of RSUs and options for executives?

The Board calculates RSUs and options by dividing the award’s dollar amount by the 10-day volume‑weighted average share price before grant. For options, that quotient is multiplied by a factor of three to set the number of option shares granted.

What are the vesting terms for Bitmine (BMNR) executive equity awards?

Both Tsang’s mixed RSU/option awards and Kim’s option awards vest in four equal installments of 25% each quarter over one year. Vesting requires continued employment, and unvested awards generally forfeit upon early termination absent special protections.

What exercise price applies to Bitmine (BMNR) stock options for executives?

Each executive stock option has an exercise price at least equal to the fair market value of Bitmine’s common stock on the grant date. This structure aligns with standard equity compensation practice and is governed by the company’s 2025 Omnibus Incentive Plan.

Filing Exhibits & Attachments

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