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

Rhea-AI Filing Summary

BitMine Immersion Technologies (BMNR) reporting person Jonathan Bates, CEO and director, filed a Form 5 detailing annual changes in his beneficial ownership for the fiscal year ended 08/31/2025. The filing shows three small non-derivative common stock issuances of 6,000 shares each on 11/30/2024, 02/28/2025 and 05/31/2025 issued for services and adjusted for a 1-for-20 reverse stock split. On 06/17/2025 Mr. Bates received 375,000 shares of common stock by conversion/exchange related to 150,000 shares of Series A Convertible Preferred Stock at $4 per share and a reported $10 price reference for the underlying common, resulting in total beneficial ownership of 973,289 shares.

The filing discloses ownership breakdown: 210,000 shares held by BFAM Partners, LLC; 96,818 by BFAM & Co., LLC; 252,044 by Progression Asset Management Corporation; 15,427 in an IRA custodian account; and 399,000 directly by Mr. Bates. Mr. Bates is 100% owner of PAMC and owns 90% of BFAM and BFAM & Co.; a trust for his children owns the remaining 10% of the BFAM entities. The Series A preferred is convertible at holder option with no expiration date. The form is signed 09/02/2025.

Positive

• Detailed disclosure of indirect ownership by entity (PAMC, BFAM, BFAM & Co.) and an IRA provides transparency.
• Series A convertible preferred is disclosed as convertible at holder option with no expiration, clarifying future conversion mechanics.
• Shares issued for services and adjustment for the 1-for-20 reverse split are explicitly explained.

Negative

• High insider concentration: the reporting person and affiliated entities beneficially own 973,289 shares, indicating concentrated insider ownership.

Insights

Financial Analyst

TL;DR: Insider acquired shares and converted preferred stock, raising reported beneficial ownership to 973,289 shares; transactions appear routine and non-cash for services.

The reported non-derivative issuances of 6,000 shares on three dates were issued for services and adjusted for a 1-for-20 reverse split, indicating compensation-related equity grants rather than cash purchases. The June 17, 2025 transaction shows conversion/exchange activity converting 150,000 Series A Convertible Preferred shares into 375,000 common shares, reflecting the preferred's conversion feature and increasing common share count attributed to the reporting person. The ownership schedule clarifies significant insider-controlled entities (PAMC, BFAM, BFAM & Co.) contributing to the 973,289 total. From a capital-structure standpoint the convertible preferred remains meaningful because it converts at holder option and has no expiration, representing potential future dilution.

Corporate Governance Expert

TL;DR: CEO is a large insider holder and controls multiple affiliated entities; disclosure is detailed and clarifies indirect ownership.

The Form 5 provides clear attribution of beneficial ownership across affiliated entities and an IRA account, and it discloses that Mr. Bates controls PAMC and majority interests in BFAM and BFAM & Co. That transparency is important for governance and related-party oversight. The conversion of preferred equity into common shares increases Mr. Bates's common share stake, which may affect shareholder voting concentration. The filing also documents that certain shares were issued for services, which is relevant to executive compensation disclosure.

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^*

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. 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	6,000(1)	A	$0(2)	973,289(3)	D
Common Stock	02/28/2025		A4	6,000(1)	A	$0(2)	973,289(3)	D
Common Stock	05/31/2025		A4	6,000(1)	A	$0(2)	973,289(3)	D
Common Stock	06/17/2025		C4	375,000	A	$4	973,289(3)	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
Series A Convertible Preferred Stock	$4	06/17/2025		4C		150,000	(4)	(4)	Common Stock	375,000	$10	0	D

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 and officer of the Company.

3. Includes (i) 210,000 shares owned by BFAM Partners, LLC ("BFAM"), (ii) 96,818 shares owned by BFAM & Co., LLC ("BFAM &Co"), (iii) 252,044 shares beneficially owned by Progression Asset Management Corporation ("PAMC"), (iv) 15,427 shares held by The Entrust Group, Inc. Custodian FBO Jonathan Bates IRA, and (v) 399,000 shares owned by the Reporting Person. The Reporting Person is the 100% owner and shareholder of PAMC. The Reporting Person owns 90% of BFAM and BFAM & Co, respectively, and a trust established for his children owns the remaining 10% of each of the respective BFAM entities (BFAM and BFAM & Co.)

4. The Series A Convertible Preferred Stock is convertible at the option of the holder and has no expiration date.

	/s/ Jonathan Bates	09/02/2025
	** 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 changes in ownership did Jonathan Bates report on Form 5 for BMNR?

The Form 5 reports three issuances of 6,000 common shares (11/30/2024, 02/28/2025, 05/31/2025) issued for services and a 06/17/2025 conversion/exchange that resulted in 375,000 common shares from 150,000 Series A Convertible Preferred shares.

How many total shares does Jonathan Bates beneficially own in BMNR after these transactions?

The filing reports total beneficial ownership of 973,289 shares across direct and indirect holdings.

What entities hold shares on behalf of Jonathan Bates according to the filing?

Holdings include BFAM Partners, LLC (210,000), BFAM & Co., LLC (96,818), Progression Asset Management Corporation (252,044), an IRA account (15,427), and 399,000 shares held directly by Mr. Bates.

Was any preferred stock involved and what are its terms?

Yes. The filing discloses Series A Convertible Preferred Stock convertible at the holder's option with no expiration date; 150,000 preferred shares were associated with the conversion producing 375,000 common shares.

Were any shares issued as compensation?

Yes. The filing states certain common shares were issued to the reporting person for services as a director and officer.