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Current Report · Items 1.02, 7.01, 9.01 · 8-K

BitMine Immersion Technologies, Inc.

BMNRNYSEEQUITYCurrent

Termination of a Material Definitive Agreement · Regulation FD Disclosure

Item 1.02 Termination of a Material Definitive Agreement As previously disclosed, BMNR Subsidiary One, LLC (“ BMNR Subsidiary One ”), a subsidiary of Bitmine Immersion Technologies, Inc.…

Filed Sep 8, 2026Accepted Sep 8, 2026, 8:45 AM EDTCIK 1829311Accession 0001493152-26-041713
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Company context

Bitmine Immersion Technologies, Inc. (NYSE: BMNR), and its subsidiaries (“Bitmine” or the “Company”), is a blockchain technology infrastructure company operating across institutional digital asset staking and validation services, bitcoin mining, and strategic digital asset management. As the world’s leading Ethereum Treasury company, it implements an innovative digital asset strategy for institutional investors and public market participants. The Company provides institutional-grade staking and validation infrastructure - through which it earns staking rewards and validation income - alongside bitcoin mining activities. Bitmine holds digital assets strategically, generating yield on those holdings to support liquidity and capital formation. Since 2025, the Company has expanded its blockchain infrastructure capabilities, including developing and deploying MAVAN, its institutional staking and validation platform. The Company’s activities further include investments in early-stage blockchain opportunities (“moonshot” investments) and ancillary mining, hosting, and consulting services.

Current securities

Recent company filings

  1. Regulation FD DisclosureSep 21, 2026
  2. Regulation FD DisclosureSep 14, 2026
  3. Regulation FD DisclosureAug 31, 2026
  4. Regulation FD DisclosureAug 24, 2026
  5. Regulation FD DisclosureAug 17, 2026

Disclosure sections

Items 1.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement As previously disclosed, BMNR Subsidiary One, LLC (“ BMNR Subsidiary One ”), a subsidiary of Bitmine Immersion Technologies, Inc. (the “ Company ”), and Ethereum Tower LLC (“ Ethereum Tower ”) entered into a Management Services Agreement, dated March 24, 2026 (the “ MSA ”), pursuant to which Ethereum Tower provided strategic planning and operational management services relating to the Company’s Ethereum staking operations. On September 4, 2026, BMNR Subsidiary One and Ethereum Tower entered into a Mutual Termination Agreement (the “ Termination Agreement ”) to terminate the MSA. Under the MSA, Ethereum Tower was entitled to receive a revenue participation fee based on a percentage of net revenue derived from staking operations of Standard Validator LLC (now known as MAVAN Holdings LLC) (the “ Company Subsidiary ”) involving Company-owned Ethereum tokens. The MSA had an initial term of ten years and could be terminated by BMNR Subsidiary One for convenience upon 180 days’ prior written notice, or by either party for cause. In the event of early termination by BMNR Subsidiary One other than for cause, Ethereum Tower had the right to elect either continued revenue participation for the remainder of the term or a lump sum payment. The Termination Agreement provides that the MSA was terminated effective as of the close of business on September 3, 2026. In connection with the Termination Agreement, each party waived any notice period or requirement under the MSA, including the 180-day notice requirement under the MSA. Amounts accrued but unpaid through September 3, 2026, remain payable in accordance with the terms of the MSA, and provisions of the MSA that by their terms survive termination continue in effect. The Company did not incur any material early termination penalties in connection with the termination of the MSA. In connection with the termination of the MSA, the Company Subsidiary entered into a new services agreement with American Validator LLC, an affiliate of Ethereum Tower, effective September 4, 2026, pursuant to which American Validator LLC will provide advisory services to the Company Subsidiary relating to its Ethereum staking operations, in exchange for a simplified fee of 1.50% of staking rewards on Company-staked Ethereum. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 8, 2026, the Company issued a press release (the “ Press Release ”) announcing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference. The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

EX-99.1 3 ex99-1.htm EX-99.1 Exhibit 99.1 Bitmine Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.93 Million Tokens, and Total Crypto and Total Cash Holdings of $15.7 Billion Bitmine owns 4.9% of the total ETH coin supply of 122.0 million Bitmine is 97% of the way to the ‘Alchemy of 5%’ in just 15 months Crypto equities are largest contributor to Russell 1000 quarter to date, representing 4 of the top 21 stocks Bitmine common stock gain of 99% quarter to date is 4th best of the Russell 1000 ETH is the best performing macro asset in Q3 of 2026 to date, outperforming the S&P 500 by 5,430bp Bitmine was added to the Russell 1000 Large-cap index on June 26, 2026 Bitmine’s Series A Preferred Stock is trading on the NYSE under the symbol BMNP Bitmine has 5,067,309 staked ETH, representing $12.6 billion at $2,495 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum staking destination for BMNR and institutional investors Bitmine owns $91 million of Eightco (NASDAQ: ORBS), now one of the only publicly listed equities in the world to provide investors indirect exposure to OpenAI Bitmine Crypto + Total Cash Holdings & Marketable Securities + “Mo…

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