Bitmine Immersion Technologies (BMNR) CFO reports 55,000-share transfer and RSU vesting terms

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. reported changes in the indirect share ownership of its Chief Financial Officer. On December 18, 2025, contractual rights relating to 55,000 shares of common stock previously held by Progression Asset Management Corporation were distributed to Raymond Mow Enterprises LLC, an entity wholly owned by the reporting person. The filing notes that the reporting person may be deemed to have indirect beneficial ownership of these 55,000 shares but disclaims beneficial ownership except to the extent of his pecuniary interest.

The CFO also has indirect ownership of common stock through The Mow Family Trust, a trust established for his family. In addition, the reporting person holds restricted stock units (RSUs) that convert into common stock on a one-for-one basis and that vest in four equal 25% installments on November 30, 2025, February 28, 2026, May 31, 2026, and August 31, 2026 under an executive employment agreement effective September 1, 2025.

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^*

MOW RAYMOND

(Last) (First) (Middle)

4309 CANDLEBERRY AVE

(Street)

SEAL BEACH CA 90740

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

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
Common Stock	12/18/2025		J(1)		55,000	D	$0	0	I	Held by Progression Asset Management Corporation(1)
Common Stock	12/18/2025		J(1)		55,000	A	$0	55,000	I	Held by Raymond Mow Enterprises LLC(1)
Common Stock								220,950	D
Common Stock								12,342	I	Held by The Mow Family Trust(2)

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 Units	(3)							(4)	(4)	Common Stock	(4)		7,823	D

Explanation of Responses:

1. The Reporting Person held contractual rights with respect to 55,000 shares of common stock held by Progression Asset Management Corporation ("PAMC"), a California corporation, and an entity wholly owned by Jonathan Bates. The shares were distributed by PAMC, to Raymond Mow Enterprises LLC, an entity wholly owned by the Reporting Person. The Reporting Person may be deemed to have indirect beneficial ownership of such 55,000 shares. The Reporting Person disclaims beneficial ownership of shares held by Raymond Mow Enterprises LLC except to the extent of his pecuniary interest therein.

2. Shares are owned by The Mow Family Trust, a trust established for the Reporting Person's family.

3. RSUs convert into common stock on a one-for-one basis.

4. RSUs vest in accordance with the terms of that certain Executive Employment Agreement by and between the Company and the Reporting Person, effective as of September 1, 2025 (the "Employment Agreement"). The vesting schedule provides for four equal installments of 25% each on November 30, 2025, February 28, 2026, May 31, 2026, and August 31, 2026.

	/s/ Riley Doggett, as Attorney-in-fact	12/19/2025
	** 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.
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FAQ

What insider transaction did BMNR disclose in this Form 4?

The filing shows that on December 18, 2025, contractual rights relating to 55,000 shares of Bitmine Immersion Technologies common stock held by Progression Asset Management Corporation were distributed to Raymond Mow Enterprises LLC, an entity wholly owned by the reporting person.

Who is the reporting person in this BMNR Form 4 and what is their role?

The reporting person is an officer of Bitmine Immersion Technologies, Inc., serving as the company’s Chief Financial Officer, as indicated in the relationship section of the form.

How many BMNR shares are involved in the reported transfer?

The transaction involves 55,000 shares of common stock, which were distributed from Progression Asset Management Corporation to Raymond Mow Enterprises LLC, a wholly owned entity of the reporting person.

How does the BMNR CFO hold indirect ownership of shares?

The reporting person may be deemed to have indirect beneficial ownership of 55,000 shares held by Raymond Mow Enterprises LLC and also holds shares through The Mow Family Trust, a trust established for the reporting person’s family.

What does the Form 4 say about the BMNR CFO’s restricted stock units (RSUs)?

The filing states that the CFO holds restricted stock units (RSUs) that convert into common stock on a one-for-one basis and vest under an executive employment agreement in four equal 25% installments on November 30, 2025, February 28, 2026, May 31, 2026, and August 31, 2026.

Does the BMNR CFO disclaim beneficial ownership of any shares?

Yes. The reporting person states that he disclaims beneficial ownership of shares held by Raymond Mow Enterprises LLC except to the extent of his pecuniary interest in those shares.