Bitmine Immersion Technologies (NYSE: BMNR), which describes itself as the largest corporate holder of ether, lost $6.31 billion in the fiscal year that ended on 31 August 2026, according to its annual report on Form 10-K filed with the SEC on 10 November. A year earlier it had booked a $348.6 million profit. Almost the whole swing comes from one line: a $6.23 billion unrealized loss on its digital assets, which the company carries at market value.
The same filing shows a business that is now mostly an Ethereum validator. Revenue reached $124.8 million, against $6.1 million the year before, and 97% of it came from staking. But overheads were three times larger than that revenue, operating activities used $305.1 million of cash, and management again concluded that its internal controls over financial reporting were not effective.
For Bitmine stock holders the numbers already look dated. Ether traded at about $2,056 at 11:38 UTC on 11 November on Coinbase, some 17% below the $2,467 per coin at which the 10-K valued the company’s ether at year-end.
A $6.31 billion Bitmine net loss, and $6.23 billion of it is the ether price
Bitmine applies the US accounting rule ASC 350-60, under which crypto assets are measured at fair value and every change in that value goes through the income statement. Nothing has to be sold for a loss to appear. On 31 August the company held 5,901,837 ETH valued at $14.56 billion, or about $2,467 per coin. The same table in the filing gives a cost basis of $19.95 billion for that ether, or about $3,380 per coin. The coins were worth about $5.4 billion less than Bitmine paid for them.
Over the twelve months the ether price fell about 44%, from roughly $4,390 to $2,466, The Block calculated. That decline, applied to a pile of coins that kept growing all year, produced the $6,229.1 million mark-down.
Several other lines moved the result, in both directions:
| Line in the income statement (US$ million) | FY to 31 Aug 2026 | FY to 31 Aug 2025 |
|---|---|---|
| Total revenue | 124.8 | 6.1 |
| General and administrative expenses | (376.9) | (361.1) |
| Unrealized gain or loss on digital assets | (6,229.1) | 805.0 |
| Loss from operations | (6,499.5) | 444.2 |
| Change in fair value of warrant liability | 257.9 | none |
| Loss on derivative contracts | (143.7) | none |
| Eightco stake, fair-value change | (22.9) | none |
| Pre-tax result | (6,405.7) | 440.9 |
| Income tax | 92.3 benefit | (92.3) expense |
| Net result | (6,313.4) | 348.6 |
The largest cushion is an accounting gain on warrants. In September 2025 Bitmine sold shares to an institutional investor together with warrants to buy more at $87.50 each, raising about $365.2 million. Those warrants are carried as a liability at fair value. With BMNR shares far below the $87.50 strike, that liability shrank over the year, and the change shows up as a $257.9 million gain.
The derivatives loss has a different origin. From the quarter to 28 February 2026, Bitmine began selling ETH put options, contracts that pay the company a premium but oblige it to buy ether at a fixed price if the market falls below it. Option contracts produced a net loss of $143.7 million over the year. The filing says no derivative contracts were open on 31 August, and that the company may use similar arrangements again.
The tax line is also a reversal: last year’s $92.3 million deferred tax charge, built on unrealized gains, came back as a benefit. After $7.85 million of dividends declared on its preferred shares, the loss attributable to common stockholders is $6.32 billion, or $13.11 per share.
Staking brought in $121 million, the overheads cost three times more
Bitmine now describes native ETH staking as its “principal revenue source”. It runs validators through MAVAN, its own staking platform, and through outside providers. Staking and validation brought in $121.4 million; self-mining, consulting and leasing, the remains of the former bitcoin-mining business, added $3.4 million together. The 10-K puts the gross yield on staked ETH at about 2.5% to 4.0% a year. Readers new to the mechanics can start with our guide to staking and its risks.
The revenue beat the $119.8 million average analyst estimate listed by Yahoo Finance, Cointelegraph reported. It is paid in ether, though, and the filing names ETH market conditions first among the factors that set the dollar value of those rewards.
General and administrative costs were $376.9 million, up from $361.1 million. In its adjusted EBITDA table, Bitmine sets aside $200.0 million of what it calls “one time consulting and legal fees”, covering capital raising, advisory, legal and other consulting work, plus $59.0 million of stock-based pay. Even after those adjustments, adjusted EBITDA was a loss of $154.5 million, against a loss of $8.0 million a year earlier.
Operating activities used $305.1 million of cash, because staking rewards arrive as ETH, not dollars, while salaries, advisers and lawyers are paid in cash. Bitmine paid that bill, and bought its ether, with money raised from investors.
Run-rate staking income is now much higher than the fiscal-year figure. In its holdings update of 9 November, Bitmine said 5,227,037 ETH were staked on 8 November and put annualized rewards at $309 million, based on a trailing seven-day yield of 2.65%. Like all dollar figures tied to ether, that number moves with the price.
$13.2 billion of new shares paid for the ether
The ether was bought with equity. Through its at-the-market programme, which allows up to $24.5 billion of share sales, Bitmine sold 395,136,273 new shares during the year for $13.2 billion gross and $12.9 billion net. Purchases of ETH and other digital assets used $12.55 billion of cash. The share count went from 232.4 million on 31 August 2025 to 613.3 million a year later, and to 626.5 million on 4 November 2026, according to the cover page.
Bitmine has also been buying some of those shares back. The board authorised $1 billion of repurchases in July 2025 and raised the ceiling to $4 billion on 9 April 2026. In July and August 2026 the company bought 20,819,071 shares at an average of $17.00, $353.8 million in total according to the statement of equity, leaving $3.65 billion of authorisation. We covered the restart of buybacks across ether and bitcoin treasury companies in our piece on treasury firms buying back their shares.
In June the company added a layer of debt-like capital. It sold 3.5 million shares of 9.50% Series A preferred stock, listed as BMNP, at $80 each, for about $271.5 million net. Each share carries a $100 liquidation preference, so $350 million in total, and a cumulative dividend of 9.5% a year paid weekly, which comes to about $33 million a year at the full rate. Bitmine lists the coverage of that dividend among its risk factors, citing the volatility of staking yields and of the ETH price. It also says its accumulated deficit, about $6.0 billion at year-end, could affect its ability to pay dividends.
Bitmine stock is worth less than its coins and cash, on a rough count
BMNR closed at $18.08 on Tuesday 10 November, down 2.85% on the day, according to StockAnalysis price history; Cointelegraph put the fall since January at 33%. The 10-K came out after that close. Multiplying $18.08 by the 626,451,021 shares on the 10-K cover gives a market value of about $11.3 billion.
On the other side of the ledger, the 9 November release counted 6,070,092 ETH and $475 million of cash and marketable securities on 8 November. The release priced the ether at $2,234, the Coinbase price at 19:00 UTC on 8 November. By the US close on 10 November (21:00 UTC), ether was down to about $2,058 on Coinbase, which puts the same coins at about $12.5 billion, or $13.0 billion with the cash. Divide $11.3 billion by $13.0 billion and the shares were valued at roughly 0.87 times the ether and cash behind them. This is our own estimate, not a figure Bitmine publishes: it leaves out the preferred stock’s $350 million claim, the equity stakes, the 216 bitcoin and any ether bought after 8 November.
That gap matters for the buyback. When a share trades below the ether per share behind it, buying back stock raises the amount of ETH attached to each remaining share, while selling new stock does the opposite.
Controls still “not effective”, a new auditor and a web of related contracts
The chief executive, Chi Tsang, and the chief financial officer, Young Kim, concluded that disclosure controls and procedures were not effective on 31 August 2026, and that internal control over financial reporting was not effective either. The material weaknesses were first disclosed a year earlier and cover all five parts of the COSO framework used to judge controls, from the control environment to monitoring.
The filing lists the gaps found in 2025: too few qualified accounting staff and weak segregation of duties, no formal process to assess the risk of misstatement or fraud, no documented accounting policies, weak IT general controls and no internal audit function. During fiscal 2026 Bitmine hired outside advisers, installed an ERP system and added accounting staff, but it says many new controls had not operated long enough to prove they work.
The audit firm changed too. On 27 April 2026 the audit committee dismissed Bush & Associates CPA and hired KPMG for this fiscal year. KPMG’s report, dated 10 November, gives a clean opinion on the financial statements. It does not test internal controls: as a non-accelerated filer and emerging growth company, Bitmine is not required to have that audit, and the 10-K contains no auditor attestation on controls.
Ethereum Tower, Pier Two and Eightco
Much of the treasury work is done under long contracts. A ten-year consulting agreement with Ethereum Tower LLC pays a fee of 1% a year on the first $1 billion of digital assets managed, 0.5% between $1 billion and $5 billion, and 0.25% above that. Bitmine recorded $55.0 million of expenses under it in fiscal 2026. If Bitmine ends the contract without cause, Ethereum Tower is owed 85% of the fees left until the end of the term.
In March 2026 Bitmine bought Pier Two, an institutional staking provider, through MAVAN Holdings, for $6.1 million in cash, $10.5 million in shares, deferred payments with a present value of $12.0 million and a $1.8 million earn-out. Ethereum Tower received a 2% stake in MAVAN Holdings and revenue-based fees under a management agreement. That agreement ended on 3 September with no termination fee; from 4 September, American Validator LLC, an Ethereum Tower affiliate, receives 1.5% of the native staking rewards on Bitmine’s staked ether, for an initial ten years.
The company also owns minority stakes it calls “moonshots”: $186.0 million in Beast Industries at year-end and a stake in Eightco Holdings (Nasdaq: ORBS) valued at $77.1 million, after about $100 million invested. Executive chairman Thomas Lee joined Eightco’s board on 10 March 2026, and the 10-K treats Eightco as a related party.
About 40,000 ETH from the 5% target, at a lower price than at year-end
The filing repeats that Bitmine’s “aspiration is to eventually hold approximately 5% of the total ETH supply”. On 8 November it held 6,070,092 ETH, which the company put at 4.97% of a 122.2 million supply. Five per cent of that supply is about 6.11 million ETH, so the remaining gap is close to 40,000 coins, the figure in our 9 November look at the third-quarter marks of treasury companies. Bitmine said it bought 9,587 ETH in the week before that update. The pace since the 6 million mark is traced in our report on Bitmine passing 6 million ETH.
Lee called 5% a “hard cap” in a keynote at Token2049 in Singapore on 7 October, Cointelegraph reported, and The Block wrote that Lee has said Bitmine will stop buying once it reaches the target. Once buying stops, the company’s results will depend on staking income, its costs and the ether price, with no new purchases to report each week.
The ether price has already moved against the year-end figures. At about $2,056 at 11:38 UTC on 11 November (Coinbase), ether was some $411, or 17%, below the $2,467 per coin used in the 10-K. Applied only to the 5,901,837 ETH held on 31 August, that gap is worth about $2.4 billion on our estimate. The coins bought since then were paid at various prices, so this gives an order of magnitude for the next report, not a forecast of it. Ether’s own page, with live data, is on our Ethereum (ETH) profile.
Next filing: a 10-QT, because the fiscal year now ends in December
Bitmine’s board decided on 9 July 2026 to move the fiscal year-end from 31 August to 31 December. The company says it expects to file a quarterly report on Form 10-QT for the three months to 30 November 2026, then a transition report on Form 10-KT for September to December 2026. Fiscal 2027 will match the calendar year.
The 9 November holdings update, released the day before the 10-K, does not mention the annual result, and Bitmine had not commented on the loss in the reports published by Cointelegraph and The Block on 11 November. Before the US open on Wednesday, BMNR was quoted at $18.20 in pre-market trading at 11:44 UTC, StockAnalysis showed. The figures to watch in the coming weeks are the weekly ETH count against the 6.11 million line, the share of coins staked, and whether the shares stay below the value of the ether behind them.