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

Rhea-AI Filing Summary

Jonathan Robert Bates, Director and CEO of Bitmine Immersion Technologies, Inc. (BMNR), entered into two prepaid variable forward contracts on 09/22/2025 covering an aggregate Base Amount of 150,000 common shares (50,000 for himself and 100,000 for Progression Asset Management Corporation). In exchange for the contracts he received cash payments of $2,389,663 and $4,779,326, respectively, totaling $7,168,989. The contracts require delivery on a settlement date after September 11, 2028, with the final number of shares to be delivered determined by a formula tied to the stock's settlement price, subject to a $90.00 cap and a $53.30 floor.

Bates pledged the covered shares as security but retained voting rights during the pledge while being obligated to pay the Bank the economic benefits of dividends. The 100,000-share amount is held indirectly by Progression Asset Management Corporation, a company wholly owned by Bates.

Positive

• Upfront cash received: Bates obtained $7,168,989 in aggregate proceeds from the two prepaid variable forward contracts.
• Retained voting rights: Bates kept voting control of the pledged shares during the pledge term, maintaining governance influence.

Negative

• Pledged shares as collateral: 150,000 shares are pledged to secure obligations, creating a secured counterparty claim on those shares.
• Obligation to deliver shares: Contracts may require delivery of up to the Base Amount (150,000 shares) on settlement, potentially reducing Bates' future equity holdings.
• Dividend economics payable to Bank: Bates is obligated to pay the economic benefits of dividends to the counterparty while retaining voting rights.

Insights

Corporate Governance Expert

TL;DR: CEO entered prepaid forward contracts, pledging 150,000 shares as collateral while keeping voting control and receiving $7.17M in proceeds.

The transaction indicates management monetizing equity exposure through a prepaid variable forward structure while preserving voting authority. Pledging the underlying shares creates secured obligations and transfers dividend economics to the counterparty, which can affect the company's shareholder composition at settlement. The indirect holding via Progression Asset Management Corporation should be disclosed clearly to avoid confusion about beneficial ownership. Documentation outlines capped and floored settlement mechanics that determine final share delivery.

Securities/Derivatives Financial Analyst

TL;DR: Two prepaid variable forwards provide immediate liquidity of $7.17M against 150,000 shares, with settlement contingent on future share price within cap/floor bands.

The structure yields significant upfront cash while leaving final share delivery variable, dependent on a formula using a $90 cap and $53.30 floor at maturity. This converts equity exposure into a financed position with potential future dilution if settlement requires full delivery of the Base Amount. The agreements mature after September 11, 2028, so market and credit exposure extend for nearly three years. Retained voting rights mean governance influence remains with Bates during the contract term.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
09/22/2025

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

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)(4)	09/22/2025		J/K(1)(2)(3)(4)		50,000		(1)(2)(3)(4)	(1)(2)(3)(4)	Common Shares	50,000	(1)(2)(3)(4)	50,000	D
Prepaid Variable Forward (obligation to sell)	(1)(2)(3)(4)	09/22/2025		J/K(1)(2)(3)(4)		100,000		(1)(2)(3)(4)	(1)(2)(3)(4)	Common Shares	100,000	(1)(2)(3)(4)	100,000	I(5)	Owned by Progression Asset Management Corporation

Explanation of Responses:

1. On September 22, 2025, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated financial institution (the "Bank") for himself and for Progression Asset Management Corporation ("PAMC"), respectively. The contract obligates the Reporting Person to deliver to the Bank up to an aggregate of 50,000 shares and 100,000 shares, respectively (each 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") (continued on footnote 2 to this Form 4).

2. (Continued from footnote 1 to this Form 4) In exchange for assuming this obligation, the Reporting Person received a cash payment of $2,389,663 and $4,779,326, respectively. The Reporting Person respectively pledged 50,000 shares and 100,000 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.

3. 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 $90.00 ("Cap Level") but greater than $53.30 ("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 4 to this Form 4)

4. (Continued from footnote 3 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.

5. Held by Progression Asset Management Corporation, a California corporation wholly owned by the Reporting Person.

	/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 Jonathan Bates report on Form 4 for BMNR?

He reported entering two prepaid variable forward contracts on 09/22/2025 covering 50,000 and 100,000 common shares and receiving $2,389,663 and $4,779,326, respectively.

How many BMNR shares are affected and who holds them?

An aggregate of 150,000 shares are affected: 50,000 directly by Bates and 100,000 indirectly held by Progression Asset Management Corporation, wholly owned by Bates.

When will the contracts settle and how is settlement determined?

Settlement occurs on a date after September 11, 2028; the number of shares delivered is determined by a formula tied to the Settlement Price with a $90.00 cap and a $53.30 floor.

Did Bates keep voting rights or dividends on the pledged shares?

Bates retained voting rights during the pledge but is obligated to pay the Bank the economic benefits of dividends.

How much cash did Bates receive in total from these transactions?

He received a total of $7,168,989 from the two prepaid variable forward contracts.