Form 8-K

8-K — BITMINE IMMERSION TECHNOLOGIES, INC.

Accession: 0001493152-26-048429

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001829311

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 26, 2026

BITMINE

IMMERSION TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42675

84-3986354

(State

or other jurisdiction

incorporation or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

800

Connecticut Avenue

Norwalk,

Connecticut 06854

(Address

of principal executive office) (Zip Code)

203-401-8200

(Registrants’

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

BMNR

The

New York Stock Exchange

9.50%

Series A Perpetual Preferred Stock, par value $0.0001

BMNP

The

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

Growth Company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

October 26, 2026, Bitmine Immersion Technologies, Inc. (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.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated October 26, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Bitmine

Immersion Technologies, Inc.

Dated:

October 26, 2026

By:

/s/

Young Kim

Name:

Young

Kim

Title:

Chief

Financial Officer and Chief Operating Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bitmine

Immersion Technologies (BMNR) Announces ETH Holdings Reach 6.05 Million Tokens, and Total Crypto and Total Cash & Marketable Securities

Holdings of $15 Billion

Bitmine

repurchased 2.04 million shares in the past week

Bitmine

has repurchased a cumulative 22.9 million shares so far in 2026, the largest ever crypto treasury company equity buyback executed

Bitmine

owns 4.95% of the total ETH coin supply of 122.2 million

Bitmine

is 99% of the way to the ‘Alchemy of 5%’ in just 15 months

Bitmine

released Chairman’s Message on October 7 titled “Crypto Bull Underway — This Cycle Likely the Largest”

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 5,227,037 staked ETH, representing $12.3 billion at $2,356 per ETH. MAVAN (Made in America VAlidator Network) is a premier Ethereum

staking destination for BMNR and institutional investors

Bitmine

owns $76 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 + “Moonshots” total $15 billion, including 6.05 million ETH tokens,

total cash & marketable securities of $514 million, and other crypto holdings

Bitmine

remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller

III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring

5% of ETH

NORWALK,

CT, October 26, 2026 /PRNewswire/ — (NYSE: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company”),

a Bitcoin and Ethereum Network company with a focus on the accumulation of crypto for long term investment, today announced Bitmine crypto

+ total cash & marketable securities + “moonshots” holdings totaling $15 billion.

of October 25, 2026 at 2:00pm ET, the Company’s crypto holdings are comprised of 6,051,933 ETH at $2,356 per ETH (per Coinbase

NASDAQ: COIN), 215 Bitcoin (BTC), $180 million stake in Beast Industries, $76 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)

and total cash & marketable securities of $514 million. Bitmine’s ETH holdings are 4.95% of the ETH supply (of 122.2 million

ETH).

“Crypto

got pulled down by the same ‘risk off’ forces behind the AI sell-off. In contrast to late-2025 and early 2026, crypto pullbacks

have been comparatively shallow. ETH has fallen 13% from its recent peak while US semiconductors ($SOXX) is down 20% in that same timeframe.

We believe this is further evidence that a crypto bull market is underway,” stated Thomas “Tom” Lee, Chairman of Bitmine.

“Bitmine

executed equity buybacks in the past week, acquiring 2.04 million shares, repurchased at an average price of $22.48. When management

believes Bitmine shares are relatively undervalued, the Company intends to accretively repurchase shares, subject to market conditions

and under the existing repurchase authorization. Optimizing shareholder value remains our top objective,” continued Lee.

2026, Bitmine has repurchased 22.9 million common shares, at an average price of $17.48 or an aggregate amount of $399.6 million. “This

is the largest crypto treasury company common equity buyback ever executed, and reflects our commitment to shareholders,” stated

Lee.

“We

believe Bitmine is positioned to outperform the crypto bull market that we expect to be coming, as the Company has strengthened its competitive

position over the past year in the midst of a crypto winter (bear market),” stated Lee.

“Over

the past week, we acquired 10,452 ETH. Bitmine’s track record of consistent buying of crypto is unmatched by any public company

in the world. Bitmine has bought ETH each and every week since the inception of the ETH Treasury Strategy on June 30, 2025,” stated

Lee.

October 7, Bitmine released its latest Chairman’s message titled “Crypto Bull Underway — This Cycle Likely the Largest.”

The presentation is available at the Bitmine website (presentation link).

Earlier

in 2026, Bitmine launched MAVAN (the Made in America VAlidator Network), the institutional-grade staking platform. While MAVAN was originally

developed to support Bitmine’s own Ethereum treasury, MAVAN has expanded to serve institutional investors, custodians, and ecosystem

partners seeking best-in-class staking infrastructure. A portion of Bitmine’s ETH is already staked on the MAVAN platform.

of October 25, 2026, Bitmine total staked ETH stands at 5,227,037 ($12.3 billion at $2,356 per ETH). “Bitmine has staked more ETH

than other entities in the world. At scale (assuming Bitmine’s ETH is fully staked by MAVAN and its staking partners), the projected

ETH staking reward would be $368 million on an annualized basis (using 2.58% 7-day BMNR yield). This compares to annualized staking revenues

at $318 million based upon 5.2 million staked ETH (86% of the 6.05 million ETH held by Bitmine),” continued Lee.

Bitmine’s

crypto holdings reign as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (NASDAQ: MSTR), which reportedly owns

848,517 BTC valued at approximately $74 billion. Bitmine remains the largest ETH treasury in the world.

Bitmine

management believes the GENIUS Act and the Securities and Exchange Commission’s (SEC) Project Crypto are as transformational to

financial services in 2026 as the U.S. action on August 15, 1971, which ended the Bretton Woods system and took the U.S. dollar off the

gold standard 55 years ago. This 1971 event was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans

and financial and payment rails of today.

The

Chairman’s message can be found here: https://www.Bitminetech.io/chairmans-message

The

Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://Bitminetech.io/investor-relations/

stay informed, please sign up at: https://Bitminetech.io/contact-us/

About

Bitmine

Immersion Technologies, Inc. (NYSE: BMNR), together with 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.

For

additional details, follow on X:

https://x.com/bitmnr

https://x.com/fundstrat

Cautionary

Note on Forward Looking Statements

This

press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, as amended. Forward-looking statements include all statements that are not purely historical and can generally

be identified by terms such as “expects,” “projects,” “intends,” “plans,” “believes,”

“anticipates,” “estimates,” “may,” “will,” “would,” “could,”

“should,” “view,” “likely,” “positioned,” or similar expressions. This press release

specifically contains forward-looking statements regarding: (i) the Company’s goal of acquiring 5% of the total ETH supply (the

“Alchemy of 5%” initiative) and its progress toward that goal; (ii) the Company’s digital asset accumulation and treasury

strategy, including statements regarding continued weekly ETH acquisitions and the Company’s status as the largest ETH treasury

in the world; (iii) the Company’s intention to repurchase shares of its common stock when management believes the shares are relatively

undervalued, the timing, amount, and accretive effect of any such repurchases, and the Company’s objective of optimizing shareholder

value; (iv) the Company’s staking operations, including projected annualized ETH staking rewards of approximately $368 million

at scale (assuming the Company’s ETH is fully staked) and annualized staking revenues of approximately $318 million based on currently

staked ETH; (v) MAVAN’s expansion to serve institutional investors, custodians, and ecosystem partners; (vi) management’s

beliefs regarding crypto market conditions, including that a crypto bull market is underway, that the current cycle is likely the largest,

and that the Company is positioned to outperform the crypto bull market; (vii) ETH’s relative performance versus U.S. semiconductor

equities and other risk assets; (viii) management’s belief that the GENIUS Act and SEC Project Crypto are transformational to financial

services; and (ix) statements regarding the value of the Company’s crypto, cash, marketable securities, and “moonshot”

holdings.

These

forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those

expressed or implied. Factors that could cause or contribute to such differences include, but are not limited to: the extreme volatility

and unpredictability of digital asset prices, including ETH and Bitcoin; the Company’s reliance on third-party pricing sources

and reported market values, which may fluctuate materially; changes in market conditions affecting the trading price and volume of the

Company’s securities; the Company’s ability to successfully execute its digital asset acquisition strategy and achieve its

ETH accumulation targets, including the “Alchemy of 5%” goal; the timing, amount, and manner of any share repurchases, which

will depend on market conditions, the trading price of the Company’s common stock, available capital, and the terms of the Company’s

existing repurchase authorization, and the fact that the Company is not obligated to repurchase any particular number of shares and may

suspend or discontinue repurchases at any time; the Company’s ability to finance its business operations and MAVAN expansion; operational,

security, and technological risks associated with the Company’s staking and validation operations, including network failures,

slashing events, cybersecurity breaches, and protocol changes; the risk that actual staking yields, rewards, and revenues differ materially

from projected amounts, including because staking yields fluctuate and the Company’s ETH may not be fully staked; competition in

the digital asset treasury, staking, and mining industries; the Company’s dependence on key personnel; regulatory developments

affecting digital assets, blockchain technology, and staking activities, including the implementation and interpretation of the GENIUS

Act, SEC Project Crypto, and other pending legislation or regulatory initiatives; actions by the SEC, CFTC, and other regulatory bodies;

risks related to the Company’s “moonshot” investments, including in Eightco Holdings and Beast Industries; macroeconomic

factors, including inflation, interest rates, and general economic conditions; changes to the Ethereum protocol; the performance of third-party

service providers, exchanges, custodians, and staking partners; and the other risk factors described in the Company’s filings with

the SEC.

The

forward-looking statements contained in this press release are based on information available to management as of the date of this release

and reflect management’s current expectations, estimates, and beliefs concerning future events. Actual results may vary materially

from those expressed or implied based on the factors described above and in the Risk Factors section of the Company’s Annual Report

on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC on November 21, 2025, the Company’s Quarterly Reports

on Form 10-Q, and the Company’s other filings with the SEC, as amended or updated from time to time. Copies of these filings are

available at www.sec.gov and at https://Bitminetech.io/investor-relations/. The Company cautions readers not to place undue reliance

on any forward-looking statements, which speak only as of the date on which they are made. Bitmine expressly disclaims any obligation

to update or revise any forward-looking statements except as required by applicable law.

SOURCE

Bitmine Immersion Technologies, Inc.

CONTACT:

Investor

Relations

ir@bitminetech.io

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