DEFA14A: Bitmine Reports $13.2B Crypto & Cash Holdings, Urges Vote

Bitmine Immersion Technologies announced significant crypto and cash holdings totaling $13.2 billion, including 4.11 million ETH tokens, and urged stockholders to vote on key proposals for its upcoming Annual Meeting.

Summary

• Total crypto and cash holdings reached $13.2 billion as of December 28, 2025.
• Holdings include 4,110,525 ETH tokens valued at $2,948 per ETH, 192 Bitcoin (BTC), a $23 million stake in Eightco Holdings (ORBS), and $1.0 billion in total cash.
• Bitmine's ETH holdings represent 3.41% of the total ETH token supply (120.7 million ETH), progressing towards a strategic goal of 5%.
• The company added 44,463 ETH in the past week, positioning itself as the largest fresh money buyer of ETH globally.
• Total staked ETH stands at 408,627 tokens, valued at $1.2 billion.
• The commercial MAVAN (Made in America VAlidator Network) staking solution is on track to launch in Q1 2026.
• At scale, with all ETH fully staked, the annual ETH staking fee is estimated at $374 million (using a 2.81% Composite Ethereum Staking Rate).
• Bitmine is the #1 Ethereum treasury and #2 global crypto treasury, behind Strategy Inc. (MSTR).
• The stock (BMNR) is highly traded, ranking #47 in the US with an average daily dollar volume of $980 million (5-day average as of December 26, 2025).
• The Annual Stockholder Meeting is scheduled for January 15, 2026, at the Wynn Las Vegas.
• Stockholders are encouraged to vote "yes" on four key proposals, including electing directors, approving a charter amendment to increase authorized shares, approving the 2025 Omnibus Incentive Plan, and approving executive chairman compensation.

Sentiment

Score: 8

Explanation: The filing presents a very strong financial position with significant crypto holdings and active accumulation. The progress on the MAVAN staking solution and high stock liquidity are highly positive. The tone is optimistic, emphasizing strategic growth and shareholder value, despite acknowledging general market headwinds.

Positives

• Significant crypto and cash holdings totaling $13.2 billion.
• Holds 4.11 million ETH tokens, representing 3.41% of the total ETH supply, progressing towards a 5% target.
• Added 44,463 ETH in the past week, indicating active accumulation and market leadership in ETH acquisition.
• MAVAN staking solution is on track for Q1 2026 launch, with potential for $374 million annual staking fees at scale.
• Ranked as the #1 Ethereum treasury and #2 global crypto treasury.
• High trading liquidity, ranking #47 most traded stock in the US with $980 million daily volume.
• Supported by a premier group of institutional investors including ARKs Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, Galaxy Digital, and personal investor Thomas Tom Lee.

Negatives

• Year-end tax-loss related selling is pushing down crypto and crypto equity prices, particularly from December 26 to December 30, which the company is navigating.
• Only a fraction of the 4.11 million ETH held by Bitmine is currently staked (408,627 ETH), indicating untapped yield potential until MAVAN is fully deployed.

Risks

• Ability to keep pace with new technology and changing market needs.
• Ability to finance current business, Ethereum treasury operations, and proposed future business.
• The competitive environment of the business.
• The future value of Bitcoin and Ethereum.
• General risks outlined in Bitmine's Form 10-K filed with the SEC on November 21, 2025.

Future Outlook

Bitmine is focused on accretively acquiring ETH per share, optimizing yield and income on its ETH holdings, and strategically investing its balance sheet in 'moonshots'. The company plans to unveil its commercial MAVAN staking solution in early calendar 2026, which is expected to generate significant annual staking fees once fully deployed. Management believes the 'Crypto supercycle is intact' and that regulatory actions like the GENIUS Act and SEC's Project Crypto are transformational for financial services, similar to the 1971 end of the gold standard.

Management Comments

• "Year-end tax-loss related selling is pushing down crypto and crypto equity prices and this effect tends to be the greatest from 12/26 to 12/30, so we are navigating markets with this in mind." Thomas Tom Lee, Chairman.
• "Our company benefits from the strong engagement and support of our stockholders and these 4 key proposals need your crucial yes vote to enable us to achieve our alchemy of 5% strategic plan." Tom Lee.
• "Bitmine sole focus remains creating stockholder value, achieving this by accretively acquiring ETH per share, optimizing yield and income on its ETH holdings, and strategically investing the balance sheet on moonshots and leveraging the company's strong community and market position to generate additional returns." Tom Lee.
• "At scale (when Bitmine's ETH is fully staked by MAVAN and its staking partners), the ETH staking fee is $374 million annual (using 2.81% CESR), or greater than $1 million per day." Tom Lee.
• "We continue to make progress on our staking solution known as The Made in America Validator Network (MAVAN). This will be the best-in-class solution offering secure staking infrastructure and will be deployed in early calendar 2026." Tom Lee.
• "The GENIUS Act and SEC's Project Crypto are as transformational to financial services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago." Tom Lee.
• "This Crypto supercycle is intact." Tom Lee.

Industry Context

Bitmine operates within the rapidly evolving digital asset industry, specifically focusing on Ethereum and Bitcoin accumulation and staking. The company positions itself as the #1 Ethereum treasury globally and the #2 overall crypto treasury, behind MicroStrategy (MSTR). Management highlights the transformative potential of regulatory developments like the GENIUS Act and SEC's Project Crypto, comparing their impact to the 1971 end of the gold standard, suggesting a new era for financial services. The company's strategy of accumulating ETH and developing a staking solution (MAVAN) aligns with the growing trend of institutional participation in decentralized finance and yield generation from digital assets.

Comparison to Industry Standards

• Bitmine's $13.2 billion in crypto and cash holdings positions it as the #1 Ethereum treasury and #2 global crypto treasury, behind Strategy Inc. (MSTR), which holds 671,268 BTC valued at $59 billion.
• The company's goal of acquiring 5% of the ETH token supply (currently at 3.41%) is a significant concentration compared to typical institutional holdings.
• BMNR's average daily dollar volume of $980 million (5-day average) ranks it #47 among US-listed stocks, ahead of General Electric and behind Salesforce.com, indicating exceptionally high trading liquidity for a company in the crypto sector.
• The estimated annual ETH staking fee of $374 million at scale, based on a 2.81% CESR, provides a benchmark for potential yield generation from its substantial ETH holdings.

Corporate Governance

Stakeholder Impact

• Shareholders: Encouraged to vote on key proposals that could impact future share structure (authorized shares), executive compensation, and overall strategic direction. Potential for dilution if authorized shares are increased and issued. Potential for increased value from ETH accumulation and staking.
• Employees/Management: Potential benefit from the 2025 Omnibus Incentive Plan.
• Customers/Partners: MAVAN staking solution aims to be "best-in-class," potentially attracting more staking partners.
• Creditors: Strong cash and crypto holdings could improve creditworthiness.

Next Steps

• Stockholders to vote on proposals by January 14, 2026, 11:59 PM ET.
• Annual Stockholder Meeting on January 15, 2026, at Wynn Las Vegas.
• Unveiling of commercial MAVAN staking solution in Q1 2026.
• Continue accretively acquiring ETH per share.
• Optimize yield and income on ETH holdings.
• Strategically invest the balance sheet on "moonshots."

Key Dates

Recommendation

The company demonstrates robust financial health with $13.2 billion in crypto and cash holdings, including a substantial and actively growing ETH treasury (3.41% of total supply). The imminent launch of the MAVAN staking solution in Q1 2026 promises significant recurring revenue, estimated at $374 million annually at scale. High trading liquidity and strong institutional backing further bolster confidence. While the proposal to increase authorized shares could lead to dilution, it also provides flexibility for strategic growth. The overall strategic focus on ETH accumulation, yield optimization, and 'moonshots' positions Bitmine favorably in the crypto supercycle, making it an attractive investment for long-term growth.

Keywords

Ethereum, ETH, Bitcoin, BTC, Crypto Treasury, Staking, MAVAN, Annual Meeting, Shareholder Vote, Digital Assets, Blockchain, Fundstrat, NYSE American