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

Rhea-AI Filing Summary

Erik S. Nelson, a director and the President of BitMine Immersion Technologies, Inc. (BMNR), reported a series of non‑derivative issuances of common stock received for services as a director and officer. Three issuances of 5,250 shares each were recorded with transaction dates 11/30/2024, 02/28/2025 and 05/31/2025; the price reported for each issuance was $0. After adjustments for the company’s 1‑for‑20 reverse stock split, the Reporting Person’s total beneficial ownership at the end of the fiscal year was 153,750 shares. The filing discloses the ownership breakdown: 76,000 shares directly owned by Nelson, 75,250 shares held by Coral Investment Partners, LP (Nelson controls the general partner), and 2,500 shares owned by Morris Lake Holdings, LLC, in which Nelson has no direct interest but his spouse and children own 80% and his spouse shares voting/disposition power.

Positive

• Clear disclosure of shares issued for services as a director and officer
• Detailed breakdown of beneficial ownership by direct holdings and controlled entities
• Adjustment noted for the 1‑for‑20 reverse stock split, ensuring share counts are current

Negative

• Shares issued at $0 to an insider, which dilutes existing holders without cash consideration
• Concentrated insider control through Coral Investment Partners, LP and family‑owned Morris Lake Holdings

Insights

Securities Analyst

TL;DR: Director/officer received common stock as compensation and continues to hold a significant block via direct and controlled entities.

The Form 5 documents routine compensation‑related issuances of common stock issued at no cash cost to the reporting person, recorded as services for director/officer work. The aggregated year‑end beneficial ownership of 153,750 shares is split between direct ownership and interests controlled through Coral Investment Partners, LP and a family‑owned LLC. For investors, the filing is a transparency disclosure of insider compensation and concentrated insider ownership; it does not disclose debt, revenue or other operational metrics.

Corporate Governance Expert

TL;DR: Insider compensation in equity and family‑linked holdings are disclosed, reflecting governance and related‑party holdings.

The report properly discloses equity issued for services and the nature of indirect ownership via a controlled investment partnership and a family‑owned LLC. The detail that the Reporting Person has sole voting and investment power over Coral and that his spouse shares power over Morris Lake Holdings clarifies potential related‑party influence. This level of disclosure aligns with Section 16 transparency expectations and allows stakeholders to assess insider alignment with shareholders.

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

OMB APPROVAL

OMB Number:			3235-0362
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hours per response:			1.0

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^*

NELSON ERIK S

(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)
	President

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	5,250(1)	A	$0(2)	153,750(3)	D
Common Stock	02/28/2025		A4	5,250(1)	A	$0(2)	153,750(3)	D
Common Stock	05/31/2025		A4	5,250(1)	A	$0(2)	153,750(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

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) 76,000 shares owned by the Reporting Person, (ii) 75,250 shares owned by Coral Investment Partners, LP, as to which the Reporting Person, in his capacity as owner of the general partner, has sole voting and investment power, and (iii) 2,500 shares owned by Morris Lake Holdings, LLC ("Morris"). The Reporting Person does not have an interest in Morris, but his spouse and children own 80% of Morris, and his spouse shares the power to vote and dispose of any shares owned by Morris.

	/s/ Erik S. Nelson	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.
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FAQ

What shares did Erik S. Nelson report on the Form 5 for BMNR?

The Form 5 reports three issuances of common stock of 5,250 shares each (11/30/2024, 02/28/2025, 05/31/2025) and a total beneficial ownership of 153,750 shares after the reverse split.

Why were the shares issued to the reporting person?

The filing states these shares were issued to the Reporting Person for services as a director and officer.

Does Erik S. Nelson control any shares indirectly for BMNR?

Yes. The filing shows 75,250 shares held by Coral Investment Partners, LP, where Nelson has sole voting and investment power, and 2,500 shares held by Morris Lake Holdings, LLC, majority‑owned by his spouse and children.

Were the reported share amounts adjusted for any corporate action?

Yes. The reported share amounts were adjusted for the company's 1‑for‑20 reverse stock split.

How much does Nelson directly own of the reported total?

The filing shows 76,000 shares directly owned by Erik S. Nelson out of the 153,750 total beneficial shares.