Form 4/A: Lee Thomas Jong reports multiple insider transactions in BMNR

Rhea-AI Filing Summary

Lee Thomas Jong reported multiple insider transaction types in a Form 4/A filing for BMNR. The filing lists transactions totaling 2,731,700 shares at a weighted average price of $28.80 per share. Following the reported transactions, holdings were 1,500,000 shares.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Thomas Jong

(Last) (First) (Middle)

C/O BITMINE IMMERSION TECHNOLOGIES, INC.

10845 GRIFFITH PEAK DRIVE #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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/27/2026

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
Common Stock	01/23/2026		M		500,000(1)	A	$0	726,722	D
Common Stock	01/23/2026		F		231,700(2)	D	$28.8	495,022	D
Common Stock								222,222	I	By Thomas J Lee 2012 Trust

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
Restricted Stock Unit	(3)	01/23/2026		A		1,500,000		(4)	(4)	Common Stock	1,500,000	$0	1,500,000	D
Restricted Stock Unit	(3)	01/23/2026		M			500,000	(5)	(5)	Common Stock	500,000	(6)	1,000,000	D

Explanation of Responses:

1. Represents one-third of the restricted stock units ("RSUs") granted to the Reporting Person for service as Executive Chairman, which were immediately vested on the date of grant in the form of Common Stock.

2. Shares withheld for payment of tax liability.

3. Each RSU represents a contingent right to receive one share of Common Stock.

4. Represents RSUs which were granted to the Reporting Person for services as Executive Chairman. 500,000 RSUs were immediately vested on the grant date in the form of Common Stock, 500,000 RSUs will vest on the first anniversary of the grant date and the remaining 500,000 RSUs will vest on the second anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

5. Represents RSUs that immediately vested on the grant date in the form of Common Stock.

6. On January 23, 2026, 500,000 of the Reporting Person's RSUs were settled for an equal number of shares of Common Stock.

Remarks:

This Amendment is being filed to reflect shares of Common Stock withheld for payment of tax liability.

	/s/ Bailey White, as Attorney-in-fact	02/17/2026
	** 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.
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FAQ

What equity awards did BMNR director Lee Thomas Jong receive on January 23, 2026?

Lee Thomas Jong received a grant of 1,500,000 restricted stock units (RSUs) on January 23, 2026 for his service as Executive Chairman. One-third vested immediately in common stock, with the remaining RSUs scheduled to vest on the first and second anniversaries, subject to continued service.

How many BMNR restricted stock units vested immediately for Lee Thomas Jong?

On the grant date, 500,000 RSUs immediately vested and were settled into 500,000 shares of common stock. The filing explains that each RSU represents a contingent right to receive one share, with additional tranches vesting over the next two years if he continues in service.

How were taxes handled on Lee Thomas Jong’s BMNR stock settlement?

To cover tax obligations from the RSU settlement, 231,700 common shares were withheld at $28.80 per share. This is described as a payment of tax liability by delivering securities, meaning it was a tax-withholding disposition rather than an open-market sale to third-party investors.

What is Lee Thomas Jong’s direct common stock ownership in BMNR after these transactions?

Following the reported Form 4/A transactions, Lee Thomas Jong directly owned 495,022 shares of BMNR common stock. This balance reflects RSUs converted into common shares and shares withheld for taxes on January 23, 2026, as disclosed in the ownership totals after each transaction.

How many BMNR restricted stock units remain unvested for Lee Thomas Jong?

After the initial vesting and settlement, 1,000,000 RSUs remain subject to future vesting for Lee Thomas Jong. The filing states that 500,000 RSUs vest on the first anniversary and another 500,000 on the second anniversary of the grant date, contingent on continued service.

What BMNR shares does Lee Thomas Jong hold indirectly through a trust?

In addition to his direct holdings, Lee Thomas Jong has indirect ownership of 222,222 BMNR common shares through the Thomas J Lee 2012 Trust. The filing notes these shares under indirect ownership, indicating they are held by the trust rather than in his personal name.