BitMine (BMNR) Form 5: Director Receives 6,750 Shares in Director Compensation

Rhea-AI Filing Summary

Form 5 disclosure for BitMine Immersion Technologies, Inc. (BMNR) shows director and secretary Seth A. Bayles reported annual changes in his beneficial ownership for the fiscal year ended 08/31/2025. Mr. Bayles received three non-cash issuances of 2,250 common shares each on 11/30/2024, 02/28/2025 and 05/31/2025, recorded with transaction code A4. The report states these shares were issued for services as a director and carry a zero dollar price. At year-end he beneficially owned 34,000 shares. The share amounts were adjusted for a company 1-for-20 reverse stock split. The filing is signed by Seth A. Bayles on 08/31/2025.

Positive

• Director disclosed stock-based compensation for services, improving transparency
• Form 5 signed and dated, indicating completion of annual reporting obligations
• Adjustments for a 1-for-20 reverse split are explicitly noted, clarifying share counts

Negative

• Shares issued at $0 (for services) could dilute existing holders, though amounts are small
• No dollar valuation of director services provided in the filing to quantify compensation

Insights

Corporate Governance Expert

TL;DR: Director received small, director-compensation equity grants; holdings adjusted for a reverse split.

The filings document routine director compensation settled in common stock rather than cash, totaling 6,750 shares issued across three dates, and a year-end beneficial ownership of 34,000 shares after a 1-for-20 reverse split. For governance review, this is a typical disclosure under Section 16 showing related-party compensation and ownership levels. Materiality is low given the absolute share counts and that grants were for services, not indicative of a control change.

Securities Compliance Analyst

TL;DR: Form 5 properly reports prior Form 4 transactions and adjustments; appears compliant.

The report marks Form 4 transactions reported and consolidates them on Form 5 for the fiscal year ending 08/31/2025. It cites transaction code A4 and includes an explanation of adjustment for a 1-for-20 reverse split and that shares were issued for director services. The signature and dates are present. From a compliance standpoint, the disclosure aligns with Section 16 reporting requirements; no missing information is evident in the provided text.

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
Estimated average burden
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^*

BAYLES SETH AARON

(Last) (First) (Middle)

10175 W TWAIN AVE

SUITE 130

(Street)

LAS VEGAS NV 89147

(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)
	Secretary

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	2,250(1)	A	$0(2)	34,000	D
Common Stock	02/28/2025		A4	2,250(1)	A	$0(2)	34,000	D
Common Stock	05/31/2025		A4	2,250(1)	A	$0(2)	34,000	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/ Seth A. Bayles	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 did Seth A. Bayles report on Form 5 for BMNR?

The filing reports Mr. Bayles received three issuances of 2,250 common shares each on 11/30/2024, 02/28/2025 and 05/31/2025 for services as a director and beneficially owned 34,000 shares at fiscal year-end.

Were the shares issued to the reporting person paid in cash?

No. The filing states the shares were issued for services and shows a $0 price for the issuances.

How did the reverse stock split affect the reported share counts?

The report explains share amounts were adjusted to reflect the company's 1-for-20 reverse stock split.

What is the fiscal year end covered by this Form 5 for BMNR?

The statement covers the issuer's fiscal year ended 08/31/2025.

What roles does the reporting person hold at BitMine Immersion Technologies?

Seth A. Bayles is listed as a Director and the company's Secretary.