[Form 5] BitMine Immersion Technologies, Inc. Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

BitMine Immersion Technologies director Michael Stephen Maloney reported a Form 5 disclosing non-derivative common stock issuances during the fiscal year. He received three separate issuances of 3,750 shares each on 11/30/2024, 02/28/2025 and 05/31/2025; the filings note the amounts were adjusted for a 1-for-20 reverse stock split and that the shares were issued to him for services as a director. After these transactions, the report shows Maloney beneficially owned 215,000 shares at the end of the issuer's fiscal year. The Form 5 is an annual reconciliation of Section 16 reportable transactions and records these service-based equity grants.

Positive

• Director equity compensation disclosed, indicating governance-level alignment with shareholder interests by granting shares for services
• Beneficial ownership quantified at 215,000 shares, providing clear insider holding information

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received equity compensation; disclosure aligns with Section 16 reporting requirements and shows beneficial ownership of 215,000 shares.

The Form 5 records three director compensation issuances of 3,750 shares each (post-adjustment for a 1-for-20 reverse split) and confirms those grants were for services rendered as a director. This is routine director remuneration and the filing fulfills annual disclosure obligations. The report does not indicate any related-party transactions beyond standard director service compensation, nor does it disclose any unusual vesting or derivative transactions. Governance implications are limited to typical insider ownership reporting.

Securities Analyst

TL;DR: Modest equity grants to a director were recorded; overall impact on share count appears immaterial relative to total reported beneficial ownership.

The filing documents three non-derivative issuances of 3,750 shares each attributed to director services and adjusted for a 1-for-20 reverse split, resulting in a year-end beneficial ownership position of 215,000 shares for the reporting person. There are no disclosed cash proceeds from these issuances and no derivative securities reported. From a securities perspective, these are small service-based grants and the Form 5 acts as an annual reconciliation rather than signaling a material capital or operational change.

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MALONEY MICHAEL STEPHEN

(Last) (First) (Middle)

207 AVENUE A, APARTMENT 1

(Street)

NEW YORK NY 10009

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2025

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/30/2024		A4	3,750(1)	A	$0(2)	215,000	D
Common Stock	02/28/2025		A4	3,750(1)	A	$0(2)	215,000	D
Common Stock	05/31/2025		A4	3,750(1)	A	$0(2)	215,000	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Adjusted to reflect the Company's 1-for-20 reverse stock split.

2. These shares were issued to the Reporting Person for services as a director of the Company.

	/s/ Michael Maloney	08/31/2025
	** 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).
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