NORWALK, Conn., June 5, 2026 /PRNewswire/ — Bitmine Immersion Technologies, Inc. (NYSE: BMNR) (the “Company”) today announced the pricing of its upsized offering (the “offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), on June 4, 2026 of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock (the “Series A Preferred Stock”), at a public offering price of $80.00 per share. This reflects an upsizing of the previously announced offering of 3,000,000 shares of Series A Preferred Stock. The issuance and sale of the Series A Preferred Stock are scheduled to settle on June 10, 2026, subject to customary closing conditions.
The Company estimates net proceeds of approximately $273.8 million after deducting underwriting discounts, commissions, and estimated offering expenses. The Company intends to use the proceeds for general corporate purposes, which may include acquiring additional ETH and other digital assets, expanding staking and validator infrastructure through MAVAN, working capital, strategic investments aligned with the Ethereum ecosystem and broader digital asset adoption, and repurchases of common stock under its share repurchase program.
The Series A Preferred Stock will accrue cumulative dividends at a fixed rate of 9.50% per annum based on a stated amount of $100 per share. Dividends will accumulate regardless of whether they are declared or funds are legally available for payment. Regular dividends will be payable in cash when, as, and if declared by the Company’s board of directors and are expected to be paid weekly in arrears, although the Company may elect to increase the payment frequency in the future.
If any accumulated regular dividend is not paid when due, additional compounded dividends will accrue on the unpaid amount. The compounded dividend rate will initially equal 9.50% plus 5 basis points and will increase by 5 basis points for each subsequent dividend period until paid in full, subject to a maximum annual dividend rate of 15%.
The Company may redeem the Series A Preferred Stock, in whole or in part, for cash at any time. Redemption prices will equal 110% of the stated amount during the first 18 months after issuance, 105% from 18 months to three years after issuance, and 100% thereafter, plus any accumulated and unpaid dividends through the redemption date.
The Company may also redeem all outstanding Series A Preferred Stock if the number of shares outstanding falls below 25% of the total number originally issued in this and any future offerings or if certain tax events occur. In such cases, holders would receive the applicable liquidation preference plus accumulated and unpaid dividends through the redemption date.
If a fundamental change occurs, holders of the Series A Preferred Stock will have the right to require the Company to repurchase some or all of their shares at a cash price equal to the stated amount plus any accumulated and unpaid dividends.
The Series A Preferred Stock will have an initial liquidation preference of $100 per share. Following issuance, the liquidation preference may be adjusted based on the market price of the preferred stock in accordance with the terms set forth in the certificate of designations, but will not be adjusted below $100 per share.
The Company has applied to list the Series A Preferred Stock on the New York Stock Exchange under the symbol “BMNP.” If approved, trading is expected to commence within 30 days following issuance.
Moelis & Company and Cantor are acting as joint lead bookrunners for the offering.
The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288579) previously filed with the U.S. Securities and Exchange Commission (SEC). The securities may be offered only by means of a prospectus supplement and accompanying prospectus included in the registration statement. Copies of the prospectus supplement and accompanying prospectus are available from the SEC and the offering’s bookrunners.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall any sale occur in any jurisdiction where such offer, solicitation, or sale would be unlawful.
About Bitmine Immersion Technologies
Bitmine Immersion Technologies, Inc. (NYSE: BMNR) is a Bitcoin mining company with operations in the United States. The Company is also pursuing an Ethereum-focused treasury strategy for institutional investors and public market participants. Through staking and decentralized finance activities, Bitmine seeks to utilize ETH as its primary treasury reserve asset. In 2026, the Company launched MAVAN (Made-in-America Validator Network), a dedicated staking infrastructure platform supporting Company assets.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding the size, timing, completion and anticipated use of proceeds from the offering, dividend payments, listing of the Series A Preferred Stock, Ethereum treasury operations, future business plans, and other non-historical matters are forward-looking statements and involve risks and uncertainties.
Actual results may differ materially from those expressed or implied by these statements due to a variety of factors, including market conditions, financing needs, digital asset price volatility, regulatory developments, technological changes, competitive conditions, and other risks described in the Company’s filings with the SEC, including its Annual Report on Form 10-K and subsequent filings. Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statements except as required by law.