BITMINE IMMERSION TECHNOLOGIES, INC.

(Dollar amounts in thousands, except for shares and per share data)

NOTE 1 –NATURE OF THE BUSINESS

Bitmine Immersion Technologies, Inc. and its subsidiaries ("Bitmine" or the "Company") is a digital asset focused, blockchain infrastructure technology company operating in the digital asset industry with a strategic focus on acquiring, holding and managing digital assets as well as providing critical blockchain infrastructure services. Beginning in the third calendar quarter of 2025, the Company expanded its business to focus primarily on Ethereum and its native cryptocurrency, ETH, transitioning from primarily Bitcoin mining and hosting activities toward long-term accumulation, staking and optimization of its digital asset holdings as well as providing blockchain infrastructure services. The Company continues to maintain ancillary mining, leasing, and consulting operations; however, its primary objective is to manage digital assets as long-term strategic reserves to support liquidity and capital formation and provide blockchain infrastructure services. The Company's activities further include investments in early-stage blockchain opportunities ("moonshot" investments) and Ethereum-adjacent advisory services.

On March 24, 2026, the Company acquired all of the issued and outstanding shares of Pier Two Holdings Pty Ltd (“Pier Two”), a global blockchain infrastructure company, through MAVAN Holdings LLC (formerly Standard Validator LLC) ("MAVAN Holdings"), a consolidated subsidiary of the Company. Pier Two provides non-custodial staking infrastructure, validator operations, staking-as-a-service, and related technology services for Ethereum and other supported digital asset networks. The acquisition expands the Company’s operations into institutional staking infrastructure and validator services. See Note 3 – Acquisition for additional information.

In connection with the Company’s staking infrastructure strategy, the Company launched MAVAN, or Made in America Validator Network, its proprietary institutional-grade Ethereum staking platform. MAVAN is designed to provide staking infrastructure to institutional investors, custodians, and ecosystem participants, with a focus on security, performance, and resilience. Following the acquisition, Pier Two joined the MAVAN platform and began operating under the MAVAN brand. The Company expects the acquisition and the MAVAN platform to support its Ethereum treasury strategy and expand its ability to provide validator and staking infrastructure services.

The Company holds a 98% ownership interest in MAVAN Holdings. The remaining 2% ownership interest is held by Ethereum Tower LLC ("ETH Tower") and is presented as a noncontrolling interest in the accompanying consolidated financial statements.

NOTE 2 –SUMMARY OF SIGNIFICANT POLICIES

Basis of Presentation

These annual consolidated financial statements (the “Annual Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and includes all of the material information and footnotes required by U.S. GAAP for complete financial statements. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these Annual Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the annual periods presented.

For purposes of clarity and ease of presentation, all dollar amounts in these financial statements have been rounded and are presented in thousands, except for share, per share data, and places noted otherwise. The totals presented may differ by a small amount due to rounding. These differences are considered immaterial and do not affect the overall financial position or results of operations.

Principles of Consolidation

The Annual Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Annual Statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The most significant estimates relate to the determination of fair value of the equity method investment, fair value of the consideration paid and valuation of intangible assets acquired in business combinations, calculation of stock-based compensation, recoverability of long-lived assets, income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Segment Reporting

The Company and its subsidiaries operate inone segment. In accordance with ASC 280-10, Segment Reporting, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. All material Company operations qualify for aggregation due to their similar customer base and similarities in economic characteristics, nature of products and services, and processes.

Change in Reporting Cutoff Convention

Effective with the Company's second quarter of fiscal year 2026, the Company changed its financial reporting cutoff convention from 12:00 a.m. Eastern Time ("ET") to 12:00 a.m. Coordinated Universal Time ("UTC"), which reflects the end of the day. The change was made in connection with the implementation of the Company's treasury sub-ledger and to better align the cutoff convention with industry practices. The Company applies the UTC reporting cutoff convention on an entity-wide basis; however, the substantive accounting impact is primarily limited to items measured using continuously traded market inputs, principally the Company's digital assets. The change has been applied prospectively and, accordingly, prior-period amounts have not been adjusted.

The Company determined that the change represents a change in financial reporting cutoff convention and that prospective application is appropriate. Accordingly, prior-period amounts have not been adjusted.

Reverse Stock Split

On May 15, 2025, the Company effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”). No fractional shares were issued and shareholders received cash in lieu of fractional shares. All share and per-share amounts for all periods presented have been retrospectively adjusted to reflect the reverse stock split.

Reclassifications

During the fiscal year ended August 31, 2026, the Company revised the presentation of certain financial statement captions to provide a more streamlined and consolidated presentation. Prior-period amounts have been reclassified to conform to the current-period presentation, including the aggregation of certain captions within the consolidated financial statements. These reclassifications had no effect on previously reported total assets, liabilities, stockholders' equity, net loss, or cash flows.

Revision of Previously Reported Share Information

The number of common shares outstanding as of August 31, 2025 and November 30, 2025 has been revised from 234,712,324 shares to 232,412,324 shares and 408,578,823 shares to 405,398,823 shares, respectively. The revision was required because the Company previously included shares based on trade date instead of settlement date. This revision is not a correction of a material error requiring prior-period restatement. The revision has no effect on the basic or diluted earnings per share for the periods impacted, and does not affect consolidated results of operations, shareholders’ equity, or cash flows.

Foreign Currency Translation

The Company's consolidated financial statements are presented in U.S. dollars ("USD"). Financial statements of foreign subsidiaries are translated into USD using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive income (loss) within the consolidated financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company has the following revenue streams: revenues from staking and validation services, revenues from digital currency mining, revenues from the sale of mining equipment, revenues from leasing, and revenues from consulting. A description of the revenue recognition criteria for each revenue stream is shown below:

Revenue from staking and validation service

Prior to the acquisition of Pier Two and the launch of MAVAN, the Company generated staking revenue by operating validator nodes for its own account and staking its own ether (“ETH”) on the Ethereum blockchain. In its role as a validator, the Company was the principal in these arrangements and earned the full amount of staking rewards generated by the blockchain protocol in connection with its validation activities. These activities were performed using third-party infrastructure providers acting at the Company’s direction and instruction.

Following the acquisition and the launch of MAVAN, the Company expanded its operating model while maintaining its role as the principal node operator. Through this acquisition, the Company broadened its blockchain node operations beyond Ethereum.

The Company recognizes revenue from blockchain validation services in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the five-step model, including identifying the contract, identifying the performance obligation, determining the transaction price, allocating the transaction price to the performance obligation, and determining when to recognize revenue.

The Company earns staking rewards in the form of digital assets for performing validation services on blockchain networks. A contract with enforceable rights and obligations is deemed to exist when the Company commences validation activities on a blockchain network, which is considered the customer by analogy. The contract term corresponds to the duration of each staking epoch, which varies by blockchain protocol. The Company satisfies its single performance obligation as it successfully validates blocks or transactions, and accordingly staking rewards are recognized as revenue at a point in time as each validation event occurs.

The digital assets earned represent non-cash consideration and are measured at contract inception. As the principal node operator, the Company recognizes the full amount of staking rewards generated by the blockchain protocol as revenue, with any amounts distributed to third-party delegators or other network participants recognized as cost of sales.

Revenues from Self-Mining

The Company participates in digital asset mining pools by executing agreements with a mining pool operator (the Luxor Mining Pool) to perform hash computation services (i.e. hashrate) for the mining pool in exchange for consideration. The mining pool applies the Full-Pay-Per-Share (“FPPS”) payout model. Under the FPPS model, the mining pool pays the Company a fixed amount for each valid share of computation it submits, regardless of whether the pool successfully mines a block on a daily basis (beginning at 0:00:00 UTC). The mining pool calculates a per-share payout based on their own calculation of expected block rewards and transaction fees, which is primarily based on the hashrate provided to the mining pool as a percentage of total network hashrate, current blockchain difficulty, and other inputs.

The Company decides when to provide hashrate to the mining pool under the agreements and the Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides hashrate to the mining pool. The only consideration due to the Company relates to the provision of hashrate. Such agreements can be unilaterally terminated at any time by the Company or by the pool operator, without penalty to either party. Providing hashrate in digital asset transaction verification services is an output of the Company’s ordinary activities and is the only performance obligation in the hash computation service agreement with mining pool operator.

The transaction consideration received, is noncash consideration in the form of BTC. Changes in the fair value of the noncash consideration after contract inception due to the form of the consideration (changes in the market price of BTC) are not included in the transaction price and, therefore, are not included in revenue. The mining pool operator charges a fee to cover the costs of maintaining the pool. These fees are deducted from amounts the Company may otherwise earn and are treated as a reduction to the consideration received.

For accounting purposes, the contract term is less than 24 hours since the agreement between the Company and the mining pool is continually renewed at the beginning of each measurement period. However, the continual renewal of the agreement does not represent a material right requiring separate performance obligations, as the FPPS formula remains the same upon each renewal.

Revenue is recognized over the contract term based on the price of BTC at the inception of the contract and the amount of BTC received at the end of the contract.

There is no significant financing component in these transactions, due to the performance obligations and settlement of the transactions being on a daily basis.

Revenues from the Sale of Mining Equipment

During the fiscal year ended August 31, 2025, the Company sold and delivered transformers and other mining equipment to customers as part of its resale activities. These transactions are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. Each sale represents a distinct performance obligation, which is satisfied at a point in time when control of the equipment transfers to the customer—generally upon delivery and acceptance under the terms of the purchase order. The transaction price is fixed and determinable at contract inception, and there are no variable consideration components or significant financing elements. The Company allocates the entire transaction price to the single performance obligation and recognizes revenue when the customer obtains control of the equipment.

Revenues from Leasing

During the fiscal year ended August 31, 2025, the Company entered intotwo machine leasing agreements with KULR Technology Group, Inc. (“KULR” or the “Lessee”). Under the terms of these agreements, the Company provides KULR the right to use 3,000 mining machines and associated operational services for a term of 228 days. This arrangement represents a single performance obligation satisfied over time. The total transaction price is $3,200, subject to variable consideration in the form of downtime credits. Downtime credits represent reductions in the lease fee owed by KULR if actual operational downtime exceeds the agreed threshold, calculated based on the BTC that would have been mined during the excess downtime and valued at the closing price as published by Yahoo Finance at midnight Universal Time Coordinated (UTC) on the relevant date. Downtime credits are estimated using the expected value method and are constrained until downtime occurs and can be measured reliably. The entire transaction price is allocated to the single performance obligation. Revenue is recognized over time on a straight-line basis across the 228-day term, using an output method based on time elapsed. Variable consideration is recognized only when it is probable that a significant reversal will not occur, consistent with ASC 606-10-32-12. Downtime credits, finalized after measurement, are recorded as a reduction to revenue.

Revenues from Consulting

In the fiscal year ended August 31, 2025, the Company began selling consulting services and entered into a consulting and services agreement with KULR. Under this agreement, the Company agreed to provide a variety of services related to both the miners subject to the Lease and BTC mining operations in general. Services related to leased miners include performing all commercially reasonable and necessary activities required for the miners to operate consistent with the performance guidelines in the Lease; managing relationships with hosting providers for both leased equipment and other equipment owned by the customer; managing mining pool providers; coordinating on-site and off-site miner repairs; monitoring miner performance through dashboards and troubleshooting network errors; conducting market analysis, including miner pricing and purchase/sale recommendations; and handling shipping logistics for miner imports and exports.

In addition, the Company provides treasury management services, including advice on security and custody solutions; regulatory and compliance expertise, including U.S. GAAP accounting guidance and disclosures; risk management and hedging strategies; techniques to maximize BTC exposure as a public company; customized treasury solutions; and proactive volatility management.

The agreement represents a legally enforceable contract with specified rights, payment terms, and commercial substance. The services are treated as a single performance obligation because they are closely connected and collectively provide a unified outcome for the customer. The transaction price for the agreement is fixed at $800, with no significant variable consideration identified, and no significant financing components. The entire transaction price is allocated to the combined performance obligation. Revenue is recognized over time on a straight-line basis across the 12-month term, as services are provided continuously and the customer simultaneously receives and consumes the benefits of the services. The Company determines cost of sales for consulting contracts based on each consultant’s hourly rate multiplied by the number of hours incurred in performing the related services.

Contract Liabilities

Contract liabilities represent amounts received or due from customers before the Company transfers its software or services under an enforceable agreement. Revenue is recognized in the period(s) when control of the goods or services is transferred to the customer. The amounts relate to product or services based on the transaction price allocated to each performance obligation in the customer contract. It is presented as current or non-current on the consolidated balance sheets, depending on whether goods or services are expected to be delivered within the next 12 months.

The Company’s contract liabilities represent advance payments from customers relating to the sale of transformers subject to the terms of a purchase order. As of August 31, 2026 the Company’s contract liability balance amounted to $0. As of August 31, 2025 the Company had $1,067 of contract liabilities which represented advance payments from a related party to the Company.

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. The assets acquired and liabilities assumed are recognized at their acquisition date fair values, and goodwill is measured as the excess of consideration transferred over the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which shall not exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statements of operations and comprehensive income (loss).

The Company uses all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and assumed liabilities and valuation techniques such as discounted cash flows. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as the useful lives of the assets acquired, can materially impact the Company’s financial condition or results of operations. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances in deposit accounts with major financial institutions, which at times exceed federally insured limits. There have been no losses related to deposit balances held in excess of federally insured limits.

Digital Assets

The Company accounts for its digital assets, which are comprised of BTC, ETH, and other digital assets as indefinite-lived intangible assets in accordance with ASC 350-60, Intangibles—Goodwill and Other-Crypto Assets. The Company has ownership of and control over its BTC and ETH and uses third-party custodial services at multiple locations that are geographically dispersed to store its digital assets. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at fair value, with the gain or loss associated with remeasurement of the digital assets reported in net income.

The Company tracks the cost of its digital assets using the first-in-first-out (FIFO) method. During the year ended August 31, 2026, and 2025, the Company realized gains (losses) from the sale of digital assets of $(11) and $3,748, respectively.

Digital assets earned by the Company through its mining activities, and related disposals of digital assets earned which are nearly immediately turned into cash, are included within operating activities on the accompanying Consolidated Statements of Cash Flows. The sales of digital assets are included within investing activities for general sales and within operating activities for sales related to its MAVAN operations in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in operating expense in the consolidated statements of operations and comprehensive income (loss).

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a hierarchal framework, which prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

•Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs are observable inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

•Level 3: Inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

As of August 31, 2026 and 2025, the Company estimates the fair value of cash, cash equivalents, and accrued liabilities to approximate fair value due to their short-term nature. The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. There were no transfers during the years ended August 31, 2026 or 2025.

Equity method investments for which the Company has elected the fair value option are measured using quoted prices in active markets and classified as Level 1 within the fair value hierarchy.

The Company holds digital assets in the form of both BTC and ETH, both of which have an active market to buy and sell. The Company’s digital assets are recorded at fair value under ASC 820 and are considered Level 1 financial instruments. The fair value of the Company’s digital assets is determined based on the quoted price in its principal market, Coinbase, at the time of measurement (midnight UTC). The Company has designated a principal market based on the U.S. market to which the Company has access, considering the volume and level of orderly transactions for BTC and ETH across those markets. The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines.

Redeemable Series A Preferred Stock

The Company classifies the Series A Preferred Stock as mezzanine equity because it is contingently redeemable upon the occurrence of a Fundamental Change, which could be an event not solely within the Company’s control. The preferred stock was initially recorded at its issuance-date carrying amount, equal to gross proceeds received less issuance costs. For subsequent measurements, the Company is required to determine if the preferred stock is currently redeemable or probable of becoming redeemable. As of August 31, 2026, the instrument was neither currently redeemable nor probable of becoming redeemable; accordingly, no adjustment to the redemption amount was recorded. The Company reassesses the probability of redemption and the appropriate classification at each reporting date.

Basic and Diluted Earnings (Loss) per Share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per Share” (“ASC 260”). The Company had participating securities, including Series A and Series B Convertible Preferred Stock for the fiscal year ended August 31, 2025; and common stock warrants for the year ended August 31, 2026. Accordingly, the Company uses the two-class method to compute the basic and dilutive EPS. Under the two-class method, undistributed earnings is allocated among the holders of common stock and participating securities based on their contractual participation rights. Because holders of participating securities do not have contractual obligation to share losses, losses were not allocated to holders of participating securities and, therefore, the two-class method was not used for reporting period when the Company had a net loss.

Basic EPS is computed by dividing undistributed earnings attributable to common stockholders, after allocating undistributed earnings to participating securities, by the weighted-average number of common shares outstanding during the period. Diluted impact from potential common stock instruments is calculated using the treasury stock method, if-converted method, and two-class method, unless the effect would be anti-dilutive. The dilutive EPS is determined based on the most dilutive out of the if-converted or two-class method.

Cumulative dividends on the Redeemable Preferred Stock, whether declared or undeclared and whether paid or unpaid, are deducted from net income to determine income available to common stockholders. Redeemable Preferred Stock issued in June 2026 is not considered a participating security.

Income Taxes

The Company accounts for income taxes under ASC 740, Accounting for Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Stock-Based Compensation

The Company accounts for share-based compensation awards in accordance with ASC 718. For equity-classified share-based compensation awards, the Company recognizes compensation expenses based on their grant-date fair value. For awards with service only vesting condition, the Company recognizes compensation expenses on a straight-line basis. The impact of forfeiture is accounted for when they occur.

Leases

A lease is a contract, or part of a contract, that conveys the right to both (i) obtain economic benefits from and (ii) direct the use of an identified asset for a period of time in exchange for consideration. The Company evaluates its contracts to determine if they contain a lease and classifies any lease components identified as an operating or finance lease. For each lease component, the Company recognizes a right-of-use (“ROU”) asset and a lease liability. ROU assets and lease liabilities are presented separately for operating and finance leases; however, the Company currently has no finance leases. The Company’s operating leases are primarily related to office space in the United States.

In a contract that contains a lease, a component is an item or activity that transfers a good or service to the lessee. Such contracts may be comprised of lease components, non-lease components, and elements that are not components. Each lease component represents a lessee’s right to use an underlying asset in the contract if the lessee can benefit from the right of use of the asset either on its own or together with other readily available resources and if the right of use is neither highly dependent nor highly interrelated with other rights of use. Non-lease components include items such as common area maintenance and utilities provided by the lessor. The Company has elected the practical expedient to not separate lease components from non-lease components for office space. For each lease within this asset class, the non-lease components and related lease components are accounted for as a single lease component.

Operating lease liabilities are initially and subsequently measured at the present value of unpaid lease payments, discounted at the discount rate of the lease. Operating lease ROU assets are initially measured as the sum of the initial lease liability, any initial direct costs incurred, and any prepaid lease payments, less any lease incentives received. The ROU asset is amortized over the term of the lease. A single lease expense is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss) on a straight-line basis over the lease term. Variable lease payments that are not included in the measurement of the lease liability are recognized in the period when the obligations for those payments are incurred.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its incremental borrowing rate, which is based on an estimate of the Company’s secured borrowing rate. ROU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ROU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants.

The Company does not recognize lease liabilities or ROU assets for any short-term leases with a non-cancellable lease term of 12 months or less. Instead, the lease payments for these short-term leases are expensed on a straight-line basis over the lease term, and any variable payments are recognized in the period when the obligations for those payments are incurred. The Company believes that, using this methodology, the expense recorded reasonably reflects the Company’s short-term lease commitments.

Derivatives – Option Contracts

During the quarter ended February 28, 2026, the Company began entering into ETH-denominated option contracts, primarily through the sale of put options, as part of its digital asset treasury strategy. These contracts meet the definition of derivative instruments under ASC 815, Derivatives and Hedging. The Company does not designate any derivative instruments as hedging instruments for accounting purposes.

The Company accounts for its ETH-referenced option contracts as derivative instruments and recognizes them on the consolidated balance sheets as assets or liabilities at fair value, each reporting period end, with subsequent changes in fair value recognized in earnings. Premiums paid or received at contract inception are included in the initial fair value of the derivative instrument. If an option contract is exercised, the related derivative asset or liability is derecognized upon settlement. If an option contract expires unexercised, the related derivative asset or liability is derecognized upon expiration. Gains and losses related to ETH option contracts, including fair value remeasurement and settlements, are recorded within other income (expense) in the consolidated statements of operations and comprehensive income (loss).

The fair value of ETH option contracts is determined using observable market inputs where available, including quoted prices for similar instruments, ETH spot prices, implied volatility, time to expiration, and counterparty credit considerations. These inputs are classified within Level 2 of the fair value hierarchy.

The Company may be required to post cash collateral with counterparties in connection with its ETH option contracts. Cash collateral posted is accounted for separately from the related derivative instrument and is not offset against derivative assets or liabilities, regardless of the existence of a master netting arrangement. Cash collateral posted is presented separately on the consolidated balance sheets and classified based on its expected release date. Cash flows associated with derivative instruments, including settlements and option premiums paid or received, are classified as investing activities in the consolidated statements of cash flows. Cash collateral paid is classified as an investing activity, and cash collateral received is classified as a financing activity.

As of August 31, 2026, the Company had no open derivative instruments.

Equity Security Investment

The Company accounts for its equity security investment for which it does not have significant influence under in accordance with 321. For investments that do not have a readily determinable fair value, the Company has elected the measurement alternative to account for the investment. Such investments are recorded at cost and subsequently measured at cost, less impairment, and adjusted for changes in the fair value of the investment for any observable transactions in orderly markets for identical or similar investments; adjustments are recognized in earnings in the period of the change. The Company evaluates these investments for impairment when indicators exist and records an impairment loss if the carrying amount is not recoverable. Dividends are recognized in earnings when the Company’s right to receive payment is established, and gains or losses on disposals are recognized in earnings when realized.

For equity investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not control the investee, the investment qualifies for the equity method of accounting under ASC 323, Investments—Equity Method and Joint Ventures. The ability to exercise significant influence is presumed to exist when the Company holds 20% or more of the investee’s voting common stock, and is also evaluated based on qualitative indicators, including representation on the investee’s board of directors, participation in policy-making processes, material intra-entity transactions, interchange of managerial personnel, and the extent of the Company’s ownership relative to the concentration of other shareholdings. Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of the investee’s net earnings or losses, which are recognized in earnings, and reduced by distributions received. The carrying value of the investment is also adjusted for the Company’s share of changes in the investee’s other comprehensive income or loss. The Company evaluates equity method investments for impairment whenever indicators of impairment are present.

For an investment that qualifies for the equity method, the Company has elected the fair value option under ASC 825-10, Financial Instruments. The fair value option is elected on an instrument-by-instrument basis. The fair value option may be elected on the date the investment first becomes subject to the equity method of accounting and, once elected, is irrevocable. When the fair value option is elected, the Company measures its entire equity interest in the investee — including any additional interests subsequently acquired — at fair value in accordance with ASC 820, Fair Value Measurement, rather than under the equity method. The investment is remeasured to fair value using Level 1 measurements at each reporting date, with changes in fair value (unrealized gains and losses) recognized in earnings in the period of change. Upfront costs and fees related to an item for which the fair value option is elected are recognized in earnings as incurred. Dividends are recognized in earnings when the Company’s right to receive payment is established, and realized gains and losses on disposal are recognized in earnings when realized.

Intangible Assets, net

Intangible assets are initially recorded at their estimated fair values as of the acquisition date and are amortized on a straight-line basis over their estimated useful lives. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or changes in circumstances indicate that impairment may exist. The Company may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If necessary, the Company performs a quantitative impairment test and recognizes an impairment loss for the amount by which the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit.

Retirement of Common Stock

When shares of the Company’s common stock are repurchased and retired, the par value of the retired shares is recorded as a reduction of common stock. Any excess of the repurchase price over par value is recorded as a reduction of additional paid in capital to the extent sufficient paid in capital is available. Once no additional paid in capital is available, any excess of the repurchase price over par value is recorded as a reduction of accumulated deficit. Retired shares are restored to the status of authorized but unissued shares and are not presented as treasury stock.

Recent Accounting Pronouncements

The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended August 31, 2026.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended August 31, 2026, on a prospective basis. While the adoption of this ASU did not have a material effect on the Company’s financial condition, results of operations or cash flows, there are increased disclosures required in the Notes to the Financial Statements.

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements (“ASU 2025‑12”), which makes technical corrections, clarifications, and other incremental improvements to various topics in the Accounting Standards Codification. The amendments span a wide range of topics and include clarifications to diluted earnings‑per‑share calculations, updates to disclosure requirements for certain lease receivables, refinements to the calculation of reference amounts for beneficial interests, clarification of permissible methods for treasury stock retirements, and guidance regarding the transfer and measurement of receivables arising from contracts with customers. ASU 2025‑12 is effective for the Company for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, and Early adoption is permitted. The Company early adopted this standard and applied the stock retirement to the stocks retired in the year ended August 31, 2026. With this adopted standard,additional paid in capital was reduced by $353,843 in connection with the retirement of common stock.

New Accounting Standards and Accounting Standards Not Yet Adopted

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improves navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our Interim Statements and related disclosures.

In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. Additionally, in December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures, however, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations, or cash flows.

NOTE 3 –ACQUISITION

On March 24, 2026 (the “Acquisition Date”), the Company acquired 100% of the issued and outstanding equity interests of Pier Two pursuant to a Share Purchase Agreement. Immediately prior to closing, all outstanding options to purchase Pier Two ordinary shares were accelerated and exercised.

The total consideration transferred was $30.3 million and consisted of (i) cash consideration of $6.1 million, subject to post-closing adjustment, (ii)501,545 shares of the Company's common stock with an Acquisition Date fair value of $10.5 million, subject to asix-month lock-up with monthly releases thereafter, (iii) deferred consideration with an estimated fair value of $12.0 million, payable intwelve equal quarterly installments over 36 months, with 75% payable in cash and 25% payable in shares of the Company’s common stock, and (iv) contingent earnout consideration with an estimated fair value of $1.8 million, payable in shares of the Company’s common stock upon achievement of specified annual recurring revenue targets during the twelve months following the Acquisition Date. The fair value of the common stock consideration was determined based on the quoted market price of the Company's common stock on the Acquisition Date. The undiscounted amount payable under the contingent earnout arrangement ranges from $0 to $11.8 million.

The acquisition is accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company has preliminarily allocated the consideration transferred to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date, with excess recorded as goodwill. Goodwill of $21.7 million primarily represents expected synergies from integrating the acquired staking platform and validator operations with the Company's digital asset treasury and staking operations through MAVAN, including operational efficiencies, expanded staking capabilities, future growth opportunities, and the value of the assembled workforce that does not qualify for separate recognition as an identifiable intangible asset. None of the goodwill recognized in connection with the acquisition is expected to be deductible for income tax purposes.

As of August 31, 2026, the purchase price allocation remains preliminary as the Company continues to evaluate the fair value of identifiable intangible assets, certain assets acquired and liabilities assumed, and contingent consideration. During the measurement period, provisional amounts have been and may be further adjusted to reflect new information about facts and circumstances that existed as of the Acquisition Date, with a corresponding adjustment to goodwill. The preliminary purchase price allocation, including identifiable intangible assets consisting primarily of developed technology, customer relationships, and other intangible assets and subsequent adjustments made during the measurement period, is presented below.

The Company incurred acquisition‑related costs of $0.4 million for the year ended August 31, 2026, consisting primarily of legal, advisory, and due diligence fees. These costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The acquisition also resulted in the recognition of a noncontrolling interest of $0.6 million as of the Acquisition Date.

Since the Acquisition Date, MAVAN (formerly Pier Two) contributed revenue of $10.8 million and net loss of less than $0.1 million, which are included in the Company's consolidated statements of operations and comprehensive income (loss) for the year ended August 31, 2026.

The following unaudited pro forma information presents the combined results of operations as if the acquisition had occurred at the beginning of comparable prior annual period, after giving effect to certain adjustments. The pro forma results are not necessarily indicative of what would have occurred had the acquisition been completed on that date, nor are they indicative of future results.

NOTE 4 –DIGITAL ASSETS

The following table sets forth the units held, cost basis, and fair value of both BTC and ETH held, as shown on the balance sheet as of August 31, 2026:

The following table sets forth the units held, cost basis, and fair value of both BTC and ETH held, as shown on the balance sheet as of August 31, 2025:

Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement (midnight UTC).

The following table presents a reconciliation of digital assets held as of August 31, 2026:

The following table presents a reconciliation of digital assets held as of August 31, 2025:

NOTE 5 –ACCRUED LIABILITIES

As of August 31, 2026 and 2025, accrued liabilities are composed of the following:

NOTE 6 –INVESTMENTS

Investment in Beast Industries

During the second financial quarter of 2026, the Company completed a strategic minority investment in Beast Industries Co. (“Beast Industries”), a privately held Delaware corporation. On January 15, 2026, the Company acquired 3,974,167 shares of Series C preferred stock of Beast Industries at a purchase price of $40.26 per share, for total cash consideration of $160,000, pursuant to a Series C Preferred Stock Purchase Agreement. In addition, on the same date, the Company acquired 709,672 shares of common stock in a secondary transaction from an existing shareholder for cash consideration of $20,000. The common shares acquired were originally issued as Class B common stock and automatically converted into Class A common stock upon transfer to the Company in accordance with Beast Industries’ certificate of incorporation. Collectively, these transactions resulted in total cash consideration of $180,000. As part of the investment, the Company also capitalized $6,024 of transaction costs directly related to the transaction. In connection with the Series C investment, the Company also entered into a side letter agreement pursuant to which Beast Industries has the right, exercisable for a limited period, to notify the Company of its election to sell up to $20,000 of additional preferred equity to the Company at the Series D preferred stock price, with the same rights, preferences, and priorities as the Series C preferred stock. Upon receipt of such notice, the Company has a 30-day period to elect to purchase the additional preferred equity. As of August 31, 2026, Beast Industries has not exercised its notification right, and the Company has not purchased any additional preferred equity under the agreement.

At the time of the transaction, the Company owned 4% of the equity interest in Beast Industries, which is not a majority equity interest or otherwise control of Beast Industries. Further, the Company does not have the ability to exercise significant influence over Beast Industries’ operating or financial policies. The Series C preferred stock and Class A common stock represent equity securities within the scope of ASC 321, Investments - Equity Securities. Because the securities are not publicly traded and do not have a readily determinable fair value, the Company has elected the measurement alternative under ASC 321.

As of August 31, 2026, the investment in Beast was $186,024 and recorded as an asset within “equity investment measured at cost” in the consolidated balance sheets. There was no impairment recorded for the year ended August 31, 2026.

Investment in Eightco

On September 8, 2025, the Company entered into a Securities Purchase Agreement as part of a private investment in public equity transaction led by Eightco Holdings Inc. (“Eightco”). Pursuant to the agreement, Bitmine invested $20,000 in Eightco through the purchase of Eightco common stock at a purchase price of $1.46 per share. The transaction closed on September 9, 2025.

At the time of the transaction, the Company owned 7% of the equity interest in Eightco, which is not a majority equity interest or otherwise control of Eightco. The Company accounted for its ownership interest in Eightco as an equity security with a readily determinable fair value in accordance with ASC 321. Under this method, the investment is recorded at fair value with changes in fair value recognized in earnings.

On March 11, 2026, the Company entered into an Investment Commitment Letter pursuant to which it committed to purchase additional shares of Eightco common stock for an aggregate purchase price of not less than $75,000 through Eightco’s at-the-market equity program. On March 12, 2026, the Company acquired 86,956,513 additional shares of Eightco common stock in open-market transactions at a volume-weighted average price of $0.92 per share, for aggregate consideration of $80,000, which settled on March 13, 2026. In connection with the additional investment, Thomas Lee, the Company’s Executive Chairman, was appointed to Eightco’s Board of Directors effective March 10, 2026.

Following the additional investment, the Company beneficially owns 100,655,143 shares of Eightco common stock, representing 31.94% of Eightco’s 315,141,681 shares of common stock outstanding as of March 16, 2026.

Because the Company’s ownership interest exceeds the 20% presumption threshold and the Company is represented on Eightco’s Board of Directors, the Company concluded that it has the ability to exercise significant influence over Eightco. Accordingly, the investment in Eightco qualifies for the equity method of accounting under ASC 323.

As a result, Eightco is considered a related party of the Company. Other than the Company’s investment in Eightco and its recognition of equity method earnings or losses, the Company had no related-party transactions with Eightco during the period.

The Company elected the fair value option under ASC 825 to account for the investment in Eightco. As of August 31, 2026, the closing trading price of Eightco common stock was $0.77 per share, and the fair value of the Company’s investment in Eightco was $77,102. For the year ended August 31, 2026, the Company recorded a change in the fair value of equity method investment of $(22,898) on its investment in Eightco within other income (expense) in its consolidated statements of operations and comprehensive income (loss).

NOTE 7 –LEASES

The Company commenced leasing an office in Norwalk, Connecticut, effective as of February 18, 2026, which serves as its corporate headquarters. Office space represents the Company’s only material class of underlying assets under operating leases, and the Company has no finance leases. Further, the company did not have any operating leases for the fiscal year ended August 31, 2025. The Company recorded operating lease costs within "General and administrative expenses" for the year ended August 31, 2026 of $86. The Company’s operating right-of-use assets and lease liabilities are as follows:

The current portion of the Company’s operating lease liabilities are recorded within “Other current liabilities” on the consolidated balance sheets. The weighted average lease term and discount rate as of August 31, 2026 is as follows:

The following table presents other lease details for the year ended August 31, 2026:

The following table presents the maturities of the Company’s operating lease liabilities as of August 31, 2026:

NOTE 8 –STOCKHOLDERS’ EQUITY

Common Stock

On January 15, 2026, the Company’s stockholders approved an amendment to increase the total number of shares of common stock the Company is authorized to issue from 500,000,000 shares to 50,000,000,000 shares.

On July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement with each of Cantor Fitzgerald & Co. and ThinkEquity LLC, pursuant to which the Company, from time to time, at its option may offer and sell shares (the "ATM Shares") of its common stock, par value $0.0001 per share, to or through Cantor, acting as principal and/or the sole designated sales agent having an aggregate sales price of up to $2,000,000 (the “ATM Offering”). On July 24, 2025, the Company filed a supplement to the prospectus with the SEC to increase the aggregate amount available for sale under the ATM Offering pursuant to the Sales Agreement to up to $4,500,000 (the “ATM Sales Increase”). On August 12, 2025, the Company filed an additional prospectus supplement providing for the sale of up to an additional $20.0 billion of ATM Shares, resulting in aggregate offering capacity of up to $24.5 billion under the ATM Offering.

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification and contribution rights in favor of the Agents, and the Agents will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. During the year ended August 31, 2026, the Company sold 395,136,273 shares of common stock pursuant to the ATM Offering and received gross cash proceeds of $13,201,495 net of the issuance cost of $260,705. During the year ended August 31, 2025, the Company sold 170,695,568 shares of common stock pursuant to the ATM Offering and received cash proceeds of $7,717,761 net of the issuance cost of $114,277.

During the year ended August 31, 2026, the Company paid cash dividends totaling $4,258 ($0.01 per share) to holders of common stock. No dividends were paid in the year ended August 31, 2025. These dividends were recorded as a reduction to accumulated deficit.

Share Repurchase Program

On April 9, 2026, the Company’s Board of Directors authorized a share repurchase program of up to $4.0 billion of the Company’s common stock. During the year ended August 31, 2026, the Company repurchased and retired 20.8 million shares of its common stock for an aggregate purchase price of $353.8 million, at an average price of $17.00 per share. As of August 31, 2026, $3.6 billion remained available for repurchases under the program.

Registered Direct Offering ("RDO") Transaction

On September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued (i)5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share ("2025 Sept Common Stock Warrants"). The warrants are immediately exercisable and expire on March 22, 2027. The exercise price and number of shares issuable upon exercise are subject to adjustment for certain corporate events, including stock dividends, splits, and fundamental transactions. The warrants contain standard anti-dilution provisions and may be adjusted in connection with certain fundamental transactions. In the event of a fundamental transaction, the holder may be entitled to receive cash, securities, or other property, consistent with the terms of the warrant agreement.

The warrants are classified as liabilities in accordance with ASC 815, as they contain provisions that could require net cash settlement in circumstances not solely within the Company’s control. Upon issuance, the warrant liability was measured at fair value using a Black-Scholes valuation model. The warrant liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings and is classified within Level 3 of the fair value hierarchy because the valuation incorporates significant inputs that are not observable in the market.

At August 31, 2026, the fair value of the warrant liability was $1,357. The fair value was determined using the Black-Scholes option pricing model, with the following key inputs:

For the year ended August 31, 2026, the Company recognized a gain of $257,859 related to changes in the fair value of the warrant liability. During the year ended August 31, 2026, no liability classified warrants were exercised and all remained outstanding as of August 31, 2026. There wereno liability classified warrants held as of August 31, 2025.

Series A and B Convertible Preferred Stock

The Company was authorized to issue 500,000 shares of Series A Convertible Preferred Stock and 3,000 shares of Series B Convertible Preferred Stock. The Series A Convertible Preferred Stock carries a liquidation preference of $10 per share, plus any declared but unpaid dividends, while the Series B Convertible Preferred Stock carries a liquidation preference of $1,000 per share, plus any declared but unpaid dividends.

In the event of liquidation, the Series A Preferred Stock ranks senior to both the Series B Preferred Stock and common stock, while the Series B Preferred Stock ranks senior to the common stock. Both Series A and Series B Preferred Stock are convertible into common stock at the option of the holder.

All outstanding shares of Series A and Series B Convertible Preferred Stock were converted into common stock during the year ended August 31, 2025.

Non-Controlling Interests

Non-controlling interests represent Ethereum Tower LLC's 2.0% ownership in MAVAN Holdings. The ownership interest was granted in connection with the Management Services Agreement entered into as part of the Pier Two acquisition. The non-controlling interest is presented as a separate component of stockholders' equity in the accompanying consolidated balance sheets.

Net income attributable to the non-controlling interest is allocated based on the ownership percentage and is reflected separately in the consolidated statements of operations and comprehensive income (loss).

NOTE 9 –STOCK-BASED COMPENSATION

Restricted Stock Awards ("RSAs")

All RSAs were vested as of August 31, 2025 and the Company did not issue any additional RSAs for the year ended August 31, 2026.

During the year ended August 31, 2025, the Company recognized compensation expenses of $2,425 for RSAs. The Company did not recognize any compensation expenses for RSAs for the year ended August 31, 2026.

Restricted Stock Units (“RSUs”)

The Company’s RSUs include awards with service, performance, and market conditions. Some of the RSUs were fully vested upon issuance while other service based RSUs have a vesting period ofone year. Some of the RSUs issued to one executive have performance conditions linked to the percentage of ETH holdings or market conditions related to market cap or target stock price.

The following table summarizes the Company’s time-based RSU stock activities for the periods indicated:

The following table summarizes the Company’s performance-based RSU stock activities for the periods indicated:

Stock Options

Stock options have service conditions with a vesting period ofone year.

The following table summarizes the Company’s Options activities for the periods indicated:

Share-based compensation expense is recorded in “General and administrative expenses” in the consolidated statements of operations and comprehensive income (loss). During the year ended August 31, 2026, the Company recognized compensation expenses of $55,905 for RSUs. During the year ended August 31, 2026, the Company recognized compensation expenses of $2,626 for Options. Additionally, the Company recognized compensation expenses of $517 for fully vested common shares issued to a director of the Board in the year ended August 31, 2026.

For the year ended August 31, 2025, the Company recognized share-based compensation expenses of $2,425.

As of August 31, 2026, unrecognized compensation expenses for time-based RSUs is $21,066, which is expected to be amortized over an average of 1.35 years; unrecognized compensation expenses for performance-based RSUs is $88,858, which is expected to be amortized over an average of 2.69 years; unrecognized compensation expenses for stock options is $3,183, which is expected to be amortized over an average of 0.56 years.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Equity Classified Warrants

During 2025, the Company issued the Placement Agent Warrants, Strategic Advisor Warrants, and Representative Warrants in exchange for services, all of which were equity-classified under ASC 718. The Placement Agent Warrants are exercisable for 1,231,945,000 shares at $5.40 per share, were fully vested and immediately exercisable upon issuance, and have afive-year term. Their grant-date fair value of $134,645 was recorded as an issuance cost against the June Offering proceeds. The Representative Warrants have a $10.00 exercise price, were fully vested upon issuance and exercisable beginning December 1, 2025, and have an approximately five-year term. Their grant-date fair value of $852 was recorded as an issuance cost against the related offering proceeds. The Strategic Advisor Warrants are exercisable for 3,192,620 shares at $5.40 per share, were fully vested upon issuance, and have afive-year term. Their grant-date fair value of $348,959 was expensed in 2025.

During the year ended August 31, 2026,78,500 Representative Warrants and 156,965 Strategic Advisor Warrants were exercised. As of August 31, 2026 and August 31, 2025,2,872,929 shares of the warrants were outstanding. No share-based compensation expense related to these warrants was recognized in 2026

No share-based compensation expense was recorded for these warrants during the years ended August 31, 2026. During the year ended August 31, 2025, the Company recognized $348,959 of share-based compensation expense related to the Strategic Advisor Warrants.

NOTE 10 –REDEEMABLE PREFERRED STOCK

Issuance

On June 10, 2026, the Company issued 3,500,000 shares of 9.50% Redeemable Series A Preferred Stock at $80.00 per share. Gross proceeds were $280,000. Direct and incremental issuance costs were $8,522, resulting in an initial temporary-equity carrying amount of $271,478.

Terms

The Redeemable Series A Preferred Stock has a stated amount of $100, is not convertible at the option of the Holders, ranks senior to common stock and accumulates cumulative cash dividends at 9.50% per annum. Unpaid dividends may compound at increasing rates, subject to a maximum annual rate of 15%.

Classification and measurement

The Redeemable Series A Preferred Stock is classified in temporary equity due to a feature which allows Holders of the preferred stock to redeem their shares of preferred stock upon the occurrence of a Fundamental Change event. As the occurrence of a Fundamental Change event is not solely within the Company's control, the preferred stock falls within the temporary equity guidance. The Redeemable Series A Preferred Stock was initially recorded at fair value (gross proceeds less issuance costs) and is not subsequently remeasured unless the instrument becomes redeemable or there is a change in the probability of redemption

Redemption features

The Redeemable Series A Preferred Stock is perpetual and has no mandatory redemption date. However, if a Fundamental Change occurs, holders may require the Company to repurchase their shares for cash at the $100 stated amount per share plus accumulated and unpaid dividends. A Fundamental Change includes a person or group acquiring more than 50% of the voting power of the Company's common stock, or a sale of all or substantially all of the Company's assets or a similar transaction. The Company may also redeem all, but not less than all, of the outstanding shares at the liquidation preference plus accumulated and unpaid dividends if fewer than 25% of the shares originally issued remain outstanding or if a specified Tax Event occurs. Liquidation preference has a $100 redemption price floor with a potentially higher amount depending on specific events driven by the fair value of the preferred stock.

Dividends

After being declared, dividends for the Redeemable Series A Preferred Stock are paid on a weekly basis. During fiscal year ended August 31, 2026, the Company declared regular dividends of $2.24 per share, or $7,850 in total, and paid $7,296. As of August 31, 2026, declared but unpaid dividends were $554.

NOTE 11 -GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in goodwill during the year ended August 31, 2026.

No impairment of goodwill was recorded during the years ended August 31, 2026 and 2025.

Intangible assets, net as of August 31, 2026 consist of the following:

The estimated future amortization expense for each of the next five years for all identifiable intangible assets is as follows:

Amortization expense was $543 for the year ended August 31, 2026.

NOTE 12 –INCOME TAXES

The domestic and foreign components of income before income taxes were as follows:

The (benefit from) provision for income taxes consisted of the following for the periods indicated:

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows for the periods indicated:

Income taxes paid, net of refunds received, were not material for the year ended August 31, 2026.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows for the periods indicated:

As previously disclosed for the fiscal year ended August 31, 2025, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

As of August 31, 2026 and 2025, the Company had $271.9 million and $10.6 million, respectively, of U.S. federal and foreign net operating loss carryforwards. The underlying federal and foreign net operating loss carryforwards may generally be carried forward indefinitely, subject to applicable limitations.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and the Australian foreign jurisdiction. The Company is generally not subject to federal or state examination for periods prior to August 31, 2023. The tax years starting from 2024 remain open to examination by the Australian Taxation Office.

A valuation allowance is established when management determines, based on the weight of available positive and negative evidence, that it is more likely than not that some portion or all of a deferred tax asset will not be realized. During the year ended August 31, 2026, management reassessed the realizability of the Company’s deferred tax assets, including the expected reversal of existing temporary differences and the Company’s cumulative operating results.

After considering all available evidence, management concluded that sufficient positive evidence did not exist to support realization of the Company’s net deferred tax assets as of August 31, 2026. Accordingly, the Company recorded a valuation allowance against its net deferred tax assets. The Company will continue to evaluate the realizability of its deferred tax assets in future periods, and the valuation allowance may be adjusted if there is a change in the amount or nature of the available positive and negative evidence.

As of August 31, 2026 and 2025, the Company had no uncertain tax positions requiring recognition under ASC 740.

NOTE 13 –EARNINGS PER SHARE

EARNINGS (LOSS) PER COMMON SHARE

The following table sets forth the components used in the computation of basic and diluted earnings per share:

Convertible Series A Preferred Stock and Series B Preferred Stock were outstanding during the period ended August 31, 2025 but were excluded from diluted earnings per share computation as they were anti-dilutive.

The Company was in a loss position for the fiscal year ended August 31, 2026 presented and hence excluded the dilutive impact of potential equity securities.

The following table summarizes the securities that were not included in the computation of diluted income per common share:

(1)C-3 Warrants, 2025 Sept Common Stock Warrants and Options were out-of-money during year ended August 31, 2026. C-3 Warrants are out-of-money during FY 2025 because the exercise price exceeded the average fair value during the period.

(2)Time based RSUs, Strategic and Representative Warrants were excluded due to a net loss position during the year ended August 31, 2026.

(3)Out of the total Performance based RSUs, contingency for 500,000 RSUs based on 4% ETH holding is met as of the year ended August 31, 2026. However, these RSUs are not included in the calculation of diluted EPS due to net loss position during the reporting period. For the remaining Performance based RSUs the contingency based on stock price, market cap and certain other conditions were not met as of August 31, 2026.

NOTE 14 –SEGMENT REPORTING

In accordance with ASC 280-10, Segment Reporting, management has determined that the Company operates asone reportable segment. This conclusion reflects the manner in which the Chief Executive Officer, who serves as the Company’s Chief Operating Decision Maker (“CODM”), reviews financial performance and allocates resources, particularly focusing on Consolidated Operating Income in their assessment of performance. The CODM regularly reviews consolidated financial results in their entirety rather than discrete financial information by line of business, geography, or asset type. Accordingly, management concluded that the Company’s operations represent a single reportable segment. Given that the Company has identified one reportable segment, the segment results correspond directly to the Annual Statements.

The CODM reviews segment performance primarily based on consolidated operating income and does not regularly receive or review disaggregated expense information for purposes of assessing performance or allocating resources. Accordingly, no additional segment expense disclosures are required.

NOTE 15 –COMMITMENTS AND CONTINGENCIES

Commitments

During the fiscal year ended August 31, 2025, the Company entered into a Consulting Agreement with Ethereum Tower LLC (“ETH Tower”) to provide consulting, asset management, custody, and staking services. The Consulting Agreement has a term often years and may be renewed.

Under the terms of the Consulting Agreement, the Company is obligated to pay ETH Tower a consulting fee calculated as follows:

•1.00% per annum on digital assets managed up to $1,000,000

•0.50% per annum on digital assets managed from $1,000,000 to $5,000,000; and

•0.25% per annum on digital assets managed above $5,000,000.

The fee is earned daily and paid monthly, which may be settled in cash or digital assets.

The Consulting Agreement is non-cancelable except under limited circumstances. If the Company terminates the Consulting Agreement without cause, ETH Tower is entitled to 85% of all fees that would have accrued through the end of the term as liquidated damages.

During the year ended August 31, 2026 and 2025, the Company recorded $55,034 and $3,420 in expenses related to the consulting agreement with the third-party service provider, respectively.

In connection with the acquisition of Pier Two, the Company entered into a Management Services Agreement with ETH Tower pursuant to which ETH Tower provides management and operational services to MAVAN Holdings. The agreement has an initial term often years and provides for compensation consisting of a 2.0% membership interest in MAVAN Holdings and revenue-based fees related to certain staking activities. The agreement may be terminated under specified circumstances. If terminated by the Company prior to the expiration of the term, ETH Tower may be entitled to continue receiving certain revenue participation payments or elect a lump-sum termination payment. The Company recognized $932 under the agreement during the year ended August 31, 2026, of which $267 were accrued and unpaid as of August 31, 2026.

Contingencies

From time to time, the Company is subject to legal proceedings that arise in the ordinary course of business. While any legal proceeding or claim has an element of uncertainty, the Company believes the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on the Company’s consolidated financial position or results of operations. It is possible, however, that future results of operations could be materially and adversely affected by any new developments relating to the legal proceedings and claims. As of August 31, 2026, and 2025, no legal matters were considered probable and reasonably estimable.

NOTE 16 –SUBSEQUENT EVENTS

On September 1, 2026, the Company entered intotwo-year ecosystem agreement with a third party under which the Company agreed to provide aggregate funding of up to $5.0 million to support the development of institutional solutions for Ethereum ecosystem. The funding is payable in installments contingent upon the achievement of specified milestones. The Company is also entitled to a share of revenues generated from the resulting offering.

Effective September 3, 2026, the Company and Ethereum Tower LLC mutually agreed to terminate their existing Management Services Agreement. The Company incurred no termination fee in connection with the termination.

On September 4, 2026, MAVAN Holdings LLC, a subsidiary of BMNR Subsidiary One, LLC, entered into a services agreement with American Validator LLC for advisory services relating to Ethereum staking. Pursuant to the agreement, American Validator LLC will earn a monthly advisory fee equal to 1.5% of native staking rewards earned on BMNR's staked ETH. The agreement's initial term isten years, unless terminated earlier in accordance with its terms.

In September 2026, the Company entered into grant agreements three unrelated parties for fund the development of zero-knowledge virtual machine technology intended to support Ethereum scaling. The agreements provide for aggregate funding up to $4.5 million, payable in installments, a portion of which contingent upon the achievement of specified performance milestones.

On September 28, 2026, the Company's subsidiary, MAVAN Inc. entered into a non-custodial validation services agreement with a third party under which MAVAN Inc. will provide staking infrastructure services in exchange for a fee based on a percentage of the staking rewards generated.

INDEX TO EXHIBITS

*Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.