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

Rhea-AI Filing Summary

BitMine Immersion Technologies director Lori Love reported annual Form 5 changes in beneficial ownership for the fiscal year ended 08/31/2025. The filing shows three separate non-derivative issuances of 3,750 shares each on 11/30/2024, 02/28/2025, and 05/31/2025, and the reported amount of common stock beneficially owned at year-end is 22,500 shares.

The filing explains the share figures were adjusted for a 1-for-20 reverse stock split and that the shares were issued to the reporting person for services as a director. No derivative securities are reported on the Form 5 and the form is signed by the reporting person.

Positive

• Director received common stock as compensation, which can align director incentives with shareholders

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director compensation was settled in common stock and holdings were adjusted for a 1-for-20 reverse split.

The report documents routine director compensation in equity rather than cash, which can align management and director interests with shareholders. The Form 5 shows three issuances during the fiscal year and a year-end beneficial ownership of 22,500 shares after a 1-for-20 reverse split adjustment. This is a standard Section 16 filing; no derivatives or option exercises are disclosed.

Securities Analyst

TL;DR: Non-derivative share issuances to a director were recorded; filings reflect administrative adjustments from a reverse split.

The transactions are coded A4 and identified as common stock issued for services. Transaction dates and amounts are explicit: 3,750 shares on 11/30/2024, 2/28/2025 and 5/31/2025. The explanatory note confirms a 1-for-20 reverse split adjustment. There are no reported disposals or derivative holdings to affect short-term dilution metrics in this filing.

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^*

Love Lori

(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
	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)	22,500	D
Common Stock	02/28/2025		A4	3,750(1)	A	$0(2)	22,500	D
Common Stock	05/31/2025		A4	3,750(1)	A	$0(2)	22,500	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/ Lori Love	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).
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 changes in ownership did Lori Love report on Form 5 for BMNR?

The filing reports three issuances of 3,750 common shares each (11/30/2024, 02/28/2025, 05/31/2025) and a year-end beneficial ownership of 22,500 shares.

Why do the share amounts mention a reverse split in the BMNR Form 5?

The filing states the reported share figures were adjusted to reflect the company’s 1-for-20 reverse stock split.

Were any derivative securities reported by the reporting person on this Form 5?

No. Table II (derivative securities) lists no transactions or holdings for the reporting person.

What was the reason given for issuing the shares to Lori Love?

The explanatory note states these shares were issued to the Reporting Person for services as a director of the Company.

Is the Form 5 signed and dated?

Yes. The filing includes the signature line /s/ Lori Love dated 08/31/2025.