Bitmine Immersion Technologies Announces Pricing for Upsized Series A Perpetual Preferred Stock Offering

Norwalk, Conn., (ANTARA/PRNewswire) - Bitmine Immorith Technologies, Inc. (NYSE: BMNR) (the “Company”) today announced the pricing of an upsized offering (the “offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”) on 4 June 2026, consisting of 3,500,000 Series A Perpetual Preferred Shares (the “Series A Preferred Shares”) with a 9.50% dividend to the public at $80 per share. This reflects an upsized offering compared to the previously announced 3,000,000 Series A Preferred Shares. The issuance and sale of the Series A Preferred Shares are scheduled to be completed on 10 June 2026, subject to customary closing conditions.

The Company expects that the net proceeds from the offering will be approximately $273.8 million after deducting underwriting discounts, commissions, and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include the acquisition of additional ETH and other digital assets, the expansion of staking and validator infrastructure through MAVAN, working capital, strategic investments aligned with the Ethereum ecosystem, broader digital asset usage, and/or the repurchase of the Company’s common stock under its share repurchase programme.

The Series A Preferred Shares will accumulate cumulative dividends at a fixed rate of 9.50% per annum based on a stated par value of $100 per Series A Preferred Share, regardless of whether dividends have been declared or whether funds are legally available for payment. Regular dividends on the Series A Preferred Shares will be paid when, as, and if declared by the Company’s board of directors, provided that funds are legally available for such payment, and will be paid weekly for the preceding period; provided that, at its sole discretion, the Company may choose to pay regular dividends more frequently in the future. Regular dividends declared on the Series A Preferred Shares will be payable in cash only. If cumulative regular dividends on the Series A Preferred Shares are not paid on the applicable dividend payment date, additional regular dividends (“compounded dividends”) will accumulate on the unpaid regular dividend amount, with weekly compounding interest at the dividend rate. The Company may increase the frequency of regular dividend payments. If the Company so chooses, the additional dividend rate for each regular dividend period will be proportionally adjusted to reflect the shorter period, such that the maximum total increase in the annual dividend rate is 260 basis points.

The compounding dividend rate applicable to unpaid and overdue regular dividends on the regular dividend payment date will initially be set at 9.50% per annum plus 5 basis points (based on the weekly regular dividend period); provided that, until such regular dividends and the accumulated compounded dividends thereon are paid in full, the applicable compounding dividend rate will increase by 5 basis points per annum (based on the weekly regular dividend period) for each subsequent regular dividend period, up to a maximum dividend rate of 15% per annum.

At its sole discretion, the Company has the right to redeem all or part of the Series A Preferred Shares at any time or from time to time in cash as follows: (i) from the initial issuance date until eighteen (18) months after the initial issuance date, at a redemption price of 110% of the stated par value per share; (ii) from eighteen (18) months to three (3) years after the initial issuance date, at a redemption price of 105% of the stated par value per share; and (iii) after three (3) years from the initial issuance date, at a redemption price of 100% of the stated par value per share; plus, in each case, any dividends accumulated and unpaid up to but excluding the redemption date.

Furthermore, the Company has the right to redeem all, not just part, of the Series A Preferred Shares if the total number of Series A Preferred Shares outstanding at that time is less than 25% of the total number of Series A Preferred Shares originally issued in the offering and in all future offerings. The Company also has the right to redeem all, not just part, of the Series A Preferred Shares in the event of certain tax events. The redemption price for Series A Preferred Shares redeemed in connection with a clean-up call or tax event will be an amount of cash equal to the liquidation preference of the Series A Preferred Shares to be redeemed on the business day preceding the Company’s notice of the relevant redemption, plus any regular dividends accumulated and unpaid up to but excluding the redemption date.

In the event of a “fundamental change” as defined in the certificate of designation governing the Series A Preferred Shares, holders of Series A Preferred Shares shall have the right to require the Company to repurchase all or part of their Series A Preferred Shares at a repurchase price in cash equal to the stated par value of the Series A Preferred Shares being repurchased, plus any regular dividends accumulated and unpaid, if any, up to but excluding the repurchase date resulting from such fundamental change.

The liquidation preference of the Series A Preferred Shares was initially $100 per share. Effective immediately after the end of business hours on each business day after the initial issuance date (and, if applicable, during the period…)