SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MOW RAYMOND

(Last)

(First)

(Middle)

4309 CANDLEBERRY AVE

(Street)

SEAL BEACH

90740

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2025		M		2,608⁽¹⁾	A	$0	220,950	D
Common Stock								55,000	I	Held by Progression Asset Management Corporation⁽²⁾
Common Stock								12,342	I	Held by The Mow Family Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	09/01/2025		M		10,431		⁽⁵⁾	⁽⁵⁾	Common Stock	10,431	$0	10,431	D
Restricted Stock Units	⁽⁴⁾	12/03/2025		M			2,608	⁽¹⁾	⁽⁵⁾	Common Stock	2,608	$0	7,823	D

Explanation of Responses:

1. On December 3, 2025, 2,608 restricted stock units ("RSUs") were vested in accordance with the vesting schedule in the Employment Agreement and subject to the continued employment of the Registered Person on each vesting date.

2. The Reporting Person holds contractual rights with respect to 55,000 shares of common stock currently held by Progression Asset Management Corporation ("PAMC"), a California corporation, and an entity wholly owned by Jonathan Bates. Pursuant to such contractual rights, the Reporting Person may be deemed to have indirect beneficial ownership of such 55,000 shares. The Reporting Person disclaims beneficial ownership of shares held by PAMC except to the extent of his pecuniary interest therein.

3. Shares are owned by The Mow Family Trust, a trust established for the Reporting Person's family.

4. RSUs convert into common stock on a one-for-one basis.

5. RSUs vest in accordance with the terms of that certain Executive Employment Agreement by and between the Company and the Reporting Person, effective as of September 1, 2025 (the "Employment Agreement"). The vesting schedule provides for four equal installments of 25% each on November 30, 2025, February 28, 2026, May 31, 2026, and August 31, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Riley Doggett, as Attorney-in-fact	12/09/2025
	** 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).
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