Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2025, BitMine Immersion Technologies, Inc. (the "Company"), entered into Executive Employment Agreements (each, an "Agreement," and collectively, the "Agreements") with Jonathan Bates, Raymond Mow, and Erik Nelson (each, an "Executive," and collectively, the "Executives"). Pursuant to the respective Agreements, the Company and the Executives agreed as follows:

Position and Term

Pursuant to the terms of the Agreements, Jonathan Bates will continue to serve as the Company's Chief Executive Officer, Raymond Mow will continue to serve as the Company's Chief Financial Officer, and Erik Nelson will continue to serve as the Company's President. The term of each of the Executives' employment commenced on September 1, 2025, and shall be of an indefinite duration unless terminated by the Company for Cause (as defined in the Agreements), or by the Executive voluntarily with or without Good Reason (as defined in the Agreements), or upon the Executives' death or Disability (as defined in the Agreements).

Compensation

Jonathan Bates' total annual compensation under his Agreement is $3,037,000, consisting of: (i) an annual base salary of $750,000; (ii) a minimum annual cash bonus of $375,000, payable in equal quarterly installments of $93,750; (iii) performance-based compensation of $787,500, subject to achievement of performance metrics to be determined and communicated by the Company's board of directors (the "Board"); and (iv) an annual equity award with a grant-date fair value of $1,125,000, granted in the form of restricted stock units ("RSUs"), subject to the Company's Compensation Committee approval each quarter and which vest in four equal installments of 25% each on November 30, February 28 (or February 29 in a leap year), May 31, and August 31 of each fiscal year (or, if any such date is not a business day, on the next business day), provided that Executive remains continuously employed by the Company through the applicable vesting date and in accordance with his Agreement.

Raymond Mow's total annual compensation under his Agreement is $1,023,750, consisting of: (i) an annual base salary of $350,000; (ii) a minimum annual cash bonus of $105,000, payable in equal quarterly installments of $26,250; (iii) performance-based compensation of $113,750, subject to achievement of performance metrics to be determined and communicated by the Board; and (iv) an annual equity award with a grant-date fair value of $455,000, granted in the form of RSUs, subject to the Company's Compensation Committee approval each quarter and which vest in four equal installments of 25% each on November 30, February 28 (or February 29 in a leap year), May 31, and August 31 of each fiscal year (or, if any such date is not a business day, on the next business day), provided that Executive remains continuously employed by the Company through the applicable vesting date and in accordance with his Agreement.