BitMine Issues $280M Perpetual Preferred at 9.50% Amid $4.5B ATM
Crypto Treasury Expansion
Company Background
BitMine Immersion Technologies began life as a Bitcoin miner but executed a sharp strategic pivot beginning in July 2025, directing the proceeds of successive capital raises into Ethereum. In roughly eleven months, the company grew from zero ETH to approximately 5.39 million tokens as of May 25, 2026 — a position it values at roughly $12.3 billion — making it the self-described largest ETH treasury globally. Alongside accumulation, it launched MAVAN, a proprietary institutional-grade Ethereum staking platform, which it reports is generating approximately $276 million in annualized staking revenue with nearly 4.7 million ETH staked.
The speed and scale of the capital program has been striking. Between June 2025 and April 2026, BitMine completed a $252.5 million private placement, a $182 million block trade with ARK Invest, and expanded its at-the-market common-stock facility twice — first to $2 billion in July 2025, then to $4.5 billion in July 2025 as well. The company uplisted from NYSE American to the NYSE on April 9, 2026. It also replaced its auditor, dismissing Bush & Associates CPA LLC and engaging KPMG LLP on April 27, 2026, with no disagreements or reportable events disclosed in connection with the change.
What Was Disclosed
On June 4, 2026, BitMine entered into an underwriting agreement with Moelis & Company LLC and Cantor Fitzgerald & Co. to sell 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock at a public offering price of $80.00 per share. The offering was upsized from the previously announced 3,000,000 shares; net proceeds are estimated at approximately $273.8 million after underwriting discounts and expenses. Settlement is scheduled for June 10, 2026. Proceeds are designated for general corporate purposes, including additional ETH purchases, MAVAN infrastructure expansion, working capital, ecosystem investments, and repurchases of common stock under the company's $4 billion buyback program.
A structural detail that distinguishes this offering from the headline yield: dividends accrue at 9.50% per annum on a "stated amount" of $100 per share — not on the $80 offering price. Dividends are payable weekly in cash, and if any regular dividend goes unpaid, compounding begins immediately at 9.50% plus 5 basis points, with the penalty rate stepping up 5 basis points per week until the arrears are cleared, subject to a hard cap of 15% per annum. The liquidation preference starts at $100 per share but floats upward daily to the greater of the stated amount, the prior day's market price, or the 10-day trailing average trading price — meaning it cannot decline but can ratchet up if the preferred trades above par.
BitMine retains the right to call the preferred at 110% of stated amount within the first 18 months, 105% between 18 months and three years, and at par thereafter — plus any accrued and unpaid dividends. In the event of a fundamental change, holders may require the company to repurchase their shares at stated amount plus accrued dividends. The company has applied to list the Series A Preferred under the ticker "BMNP" on the NYSE, with trading expected to commence within 30 days of issuance.
Why It Matters
BitMine already possesses a $4.5 billion at-the-market facility for common stock, an instrument it has used aggressively since July 2025. The decision to layer in perpetual preferred at terms that cost more than the nominal 9.50% rate implies — given dividends are calculated on a $100 stated amount against an $80 offering price, the effective annualized yield to investors is approximately 11.875% on capital deployed — is a meaningful departure. Unlike ATM common-stock issuance, this instrument creates a permanent, senior, fixed-cost obligation that sits ahead of common shareholders and carries no maturity date to force resolution.
The escalating penalty structure is also notable. If BitMine misses even one weekly dividend, compounding begins immediately and can reach 15% per annum — a provision that limits the company's flexibility to defer distributions during periods of ETH price weakness. That is a real exposure for a company whose core asset is a single volatile cryptocurrency. The 110% call premium in the first 18 months further reduces optionality if management later decides the cost is too high.
The auditor change to KPMG in late April 2026 is worth noting as recent background — the disclosures state no disagreements and no reportable events with the prior auditor — but the filing itself draws no connection between that change and the preferred offering, and there is no public basis for assuming one. What can be said factually is that a company with a large, actively used common-equity facility chose to diversify its capital stack into expensive perpetual preferred at the same time it is simultaneously growing its ETH holdings and running a $4 billion share buyback program — a combination of outflows and new fixed obligations that investors will need to model against the company's volatile asset base.