Bitmine

Bitmine is raising capital through a 9.5% perpetual preferred stock offering to accelerate Ethereum accumulation as the asset trades near 45% losses year-to-date. For institutional investors, the filing signals both conviction in Ethereum’s long-term value and the escalating capital requirements for treasury companies competing to build strategic digital asset positions.

• Bitmine filed to issue 3 million shares of 9.5% Series A Perpetual Preferred Stock, with proceeds directed to ETH acquisition and staking infrastructure expansion.
• The company holds 5.42 million ETH, representing approximately 90% of its stated goal to own 5% of all Ethereum in circulation.
• Bitmine carries over $10 billion in unrealized losses on its ETH position as Ethereum trades down 45% year-to-date, yet management continues aggressive accumulation.

• 9.50% Fixed annual dividend rate on preferred shares, with potential escalation to 15% if payments miss scheduled dates
• 5.42M Ethereum holdings representing 90 percent progress toward stated five percent ownership target
• 45% Ethereum year-to-date price decline despite Bitmine’s continued buying and treasury expansion strategy

Bitmine, the Ethereum-focused treasury company, has filed with the Securities and Exchange Commission to launch a public offering of 3 million shares of Series A Perpetual Preferred Stock bearing a 9.5% fixed annual dividend.

The offering represents a significant capital raise designed to fund continued Ethereum acquisition, expansion of the company’s MAVAN staking platform, and other strategic initiatives tied to digital asset adoption.

The shares, priced at $100 per stated value, will carry cumulative dividends payable in cash at the board’s discretion, with a penalty mechanism that compounds unpaid distributions and increases the effective rate to a maximum of 15% annually if payments fall behind schedule.

Bitmine has applied for listing on the New York Stock Exchange under ticker BMNP, with trading expected to commence within 30 days of issuance pending approval. The structure closely mirrors the perpetual preferred offering model deployed by Saylor-led Strategy, whose STRC shares pay an 11.5% dividend and have attracted institutional income-seeking investors seeking indirect Bitcoin exposure.

Strategy raised approximately $2.52 billion through its initial public offering in July 2025 and has since expanded through follow-on issuances, with the total notional amount of STRC reaching approximately $10.5 billion.

Bitmine Targets 5% of Ethereum Supply Despite $10 Billion in Unrealized Losses

Bitmine’s Ethereum holdings have reached 5.42 million ETH, according to company disclosures, positioning the treasury at roughly 90% of its stated goal to accumulate 5% of all ETH in existence. Of that total, 4.72 million ETH are currently staked, with a portion secured through the company’s proprietary MAVAN staking infrastructure.

This makes Bitmine the largest Ethereum treasury operator and the second-largest digital asset treasury company overall, trailing only Strategy’s Bitcoin-dominant holdings.

The aggressive accumulation strategy has come at considerable cost. Ethereum has fallen more than 45% year-to-date, and recent data estimates place Bitmine’s unrealized losses at over $10 billion on its Ethereum position alone.

This drawdown reflects the broader market correction that has pressured digital asset valuations since the start of 2025, creating significant headwinds for treasury companies that built positions during higher price levels.

Despite the mounting paper losses, Bitmine’s capital deployment has not slowed. The company’s decision to issue preferred stock at a 9.5% dividend yield, a rate that substantially exceeds yields available in traditional fixed-income markets, suggests management views current pricing as a tactical opportunity rather than a warning sign.

The fundraising filing explicitly cites acquisition of additional ETH and digital assets as a primary use of proceeds, underscoring the board’s commitment to accumulation even as the position deteriorates in mark-to-market terms.

Perpetual Preferred Model Gains Traction Among Treasury Companies Facing Capital Constraints

The decision to issue perpetual preferred stock reflects a structural shift in how digital asset treasury companies access capital markets. These securities offer several advantages for the issuer: they are classified as equity on the balance sheet rather than debt, they carry no maturity date, and they do not trigger debt covenants that might restrict additional borrowing.

For investors, they provide a stable cash yield in an asset class historically dominated by volatility and capital appreciation bets.

Strategy’s STRC model has demonstrated strong investor demand, accumulating $10.5 billion in notional value through its IPO and subsequent offerings. The 11.5% dividend on STRC provides context for Bitmine’s 9.5% coupon, slightly lower, potentially reflecting Bitmine’s Ethereum-specific concentration risk relative to Strategy’s diversified approach.

The compounding penalty mechanism built into Bitmine’s preferred shares, which escalates unpaid dividends to a maximum 15% rate, represents a structural protection for preferred holders against prolonged payment delays.

For institutional investors, the perpetual preferred structure offers an intermediate risk profile between equity and fixed income. Holders benefit from board-declared distributions when declared and retain upside if the company’s digital asset holdings appreciate.

Conversely, if the company faces liquidity stress or asset values continue to fall, preferred stockholders rank ahead of common equity but behind secured creditors in any restructuring scenario. The structure has become particularly attractive to yield-focused asset managers in an environment where traditional fixed-income yields remain compressed.

Chairman Tom Lee’s Ethereum Conviction Anchors Accumulation Strategy Amid Market Doubt

Tom Lee, Bitmine’s chairman and co-founder of equity research firm Fundstrat, has publicly maintained a constructive long-term outlook on Ethereum despite the asset’s 45% year-to-date decline.

Lee has characterized the current market environment as marking the end of the prior bull market and the beginning of what he terms “crypto spring,” language that implies he views the drawdown as a necessary clearing of excess rather than a structural failure of the asset.

This positioning from a well-known equity strategist with significant credibility in institutional markets lends legitimacy to Bitmine’s continued accumulation thesis.

Lee’s public comments carry weight with institutional allocators precisely because his track record spans both traditional equity analysis and digital asset conviction.

By maintaining this stance while the company files to raise billions in preferred capital, Bitmine’s board is effectively betting that Ethereum’s fair value remains well above current prices and that the treasury’s 5.42 million ETH position will appreciate substantially over a multi-year horizon.

If Lee’s “crypto spring” thesis proves correct, the preferred stockholders will benefit from both dividend distributions and upstream capital appreciation in the ETH treasury that supports the company’s balance sheet.

If the thesis fails and Ethereum continues declining, the gap between preferred holders’ expected 9.5% yield and actual cash distributions could widen rapidly, particularly if the board defers payments and the penalty mechanism activates.

Capital Raise Timing Tests Market Appetite for Digital Asset Treasury Exposure

The filing comes at a critical juncture for digital asset treasury companies. The sector was built on the premise that crypto-native institutions could profitably accumulate and hold digital assets more efficiently than traditional corporations.

That thesis has been tested severely by the 2025 market downturn, which has created massive unrealized losses across the sector while simultaneously raising the cost of capital for further accumulation.

By issuing perpetual preferred stock at 9.5%, a coupon that is substantially higher than the dividend yields on most investment-grade equities but lower than high-yield corporate debt, Bitmine is effectively signaling to markets that it believes the risk profile of holding Ethereum sits between equity-like and fixed-income-like.

The fact that investors are willing to provide capital on these terms, assuming the offering clears underwriting, would suggest institutional appetite for continued digital asset exposure remains intact despite near-term price weakness.

Conversely, if the offering faces subscription challenges or requires price concessions to clear, it would signal that institutional investors have reached a pain threshold with unrealized losses and are retreating from treasury company structures. The SEC