[Form 4/A] BITMINE IMMERSION TECHNOLOGIES, INC. Amended Insider Trading Activity

Rhea-AI Filing Summary

Jonathan Robert Bates, Chief Executive Officer and director of BitMine Immersion Technologies, Inc. (BMNR), amended a Form 4 to report a prepaid variable forward contract entered on 09/11/2025. Bates received $10,136,778 in exchange for an obligation to deliver up to 250,000 common shares (the Base Amount) on a settlement date after 09/11/2028. He pledged the 250,000 shares as collateral, retained voting rights, and must pay the economic equivalent of dividends to the counterparty. Delivery on settlement is formulaic: full Base Amount if the settlement price is at or below $45.20, a scaled amount between $45.20 and $73.26, and a capped formula if above $73.26. The amendment corrects prior reporting that mischaracterized the transaction as a loan.

Positive

• Immediate liquidity of $10,136,778 received by the reporting person from the prepaid variable forward.
• Voting rights retained in the pledged 250,000 shares during the pledge term, maintaining governance influence.
• Amendment corrects prior misreporting, improving disclosure accuracy.

Negative

• Potential dilution up to 250,000 shares on settlement depending on the future settlement price.
• Economic dividends payable to the counterparty, transferring economic benefits during the contract term.
• Initial mischaracterization of the transaction on the original Form 4 indicates a prior reporting error.

Insights

Financial Analyst

TL;DR CEO raised substantial cash now while deferring potential share delivery through a three-year prepaid variable forward.

The transaction provides immediate liquidity of $10.14 million while preserving voting control, which can be used for corporate or personal purposes without an immediate market sale of shares. The forward contains a floor at $45.20 and a cap at $73.26, creating a range where delivered share count is adjusted to limit downside or upside exposure. For investors, this reduces short-term share selling pressure but creates potential future share issuance up to 250,000 shares on settlement, which is dilutive depending on the final settlement price. The corrective amendment improves disclosure transparency.

Corporate Governance Expert

TL;DR The CEO kept voting rights but economically hedged value, and the amendment fixes prior reporting error.

Retaining voting rights while pledging shares can preserve governance influence during the contract term, which matters for control considerations. However, the obligation to pay economic dividends and the potential delivery of up to 250,000 shares represent a future change in beneficial ownership that shareholders should monitor. The filing amendment indicates an initial reporting mistake corrected promptly, which is positive for regulatory compliance but highlights the need for careful insider transaction reporting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bates Jonathan Robert

(Last) (First) (Middle)

10845 GRIFFITH PEAK DR. #2

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BITMINE IMMERSION TECHNOLOGIES, INC. [ BMNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Prepaid Variable Forward (obligation to sell)	(1)(2)(3)	09/11/2025		J/K(1)(2)(3)		250,000		(1)(2)(3)	(1)(2)(3)	Common Shares	250,000	(1)(2)(3)	250,000	D

Explanation of Responses:

1. On September 11, 2025, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated financial institution (the "Bank"). The contract obligates the Reporting Person to deliver to the Bank up to an aggregate of 250,000 shares (the "Base Amount") of the Issuer's Common Stock (or, at the Reporting Person's election, an equivalent amount of cash) on a settlement date following September 11, 2028 (the "Maturity Date"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $10,136,778. The Reporting Person pledged 250,000 shares of the Issuer's Common Stock (the "Pledged Shares") to secure his obligations under the contract and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the Bank the economic benefits of dividends.

2. The number of shares of the Issuer's Common Stock to be delivered by the Reporting Person to the Bank on the Settlement Date (first business day following the Maturity Date) is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Common Stock on the Maturity Date (the "Settlement Price") is less than $73.26 ("Cap Level") but greater than $45.20 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 3 to this Form 4)

3. (Continued from footnote 2 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount.

Remarks:

This Form 4/A is being filed to amend the Form 4 filed on September 12, 2025, to correct the reporting of a transaction disclosed in Table I as a loan. The transaction is a prepaid variable forward and should have been reported in Table II as a derivative securities transaction.

	/s/ Jonathan Bates	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BMNR insider Jonathan Bates do on 09/11/2025?

He entered a prepaid variable forward obligating delivery of up to 250,000 common shares in exchange for $10,136,778 payable at inception.

When will the prepaid variable forward for BMNR settle?

The contract settles on a date following 09/11/2028, with the settlement date being the first business day after the maturity date.

How is the number of BMNR shares to be delivered determined?

Delivery is formulaic: full 250,000 shares if settlement price ≤ $45.20; a scaled number if between $45.20 and $73.26; and a capped formula if ≥ $73.26.

Does Jonathan Bates retain voting rights for the pledged BMNR shares?

Yes, he retained voting rights in the 250,000 pledged shares but must pay the economic equivalent of dividends to the bank.

Why was a Form 4/A filed for this transaction?

The Form 4/A corrects the original filing that incorrectly reported the prepaid variable forward as a loan; it should have been reported as a derivative transaction in Table II.