Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Tsang Amendment No. 1 to Employment Agreement

On April 2, 2026, Bitmine Immersion Technologies, Inc. (the "Company") entered into Amendment No. 1 to that certain Employment Agreement, dated as of November 20, 2025 (the "Tsang Employment Agreement"), with Chi Tsang, the Company's Chief Executive Officer (the "Tsang Amendment"), to modify certain long-term incentive compensation and related provisions.

The Tsang Amendment amends Section 4(b) of the Tsang Employment Agreement to provide that, during the term of his employment, Mr. Tsang will be eligible to receive an annual long-term incentive award with a target grant date value of $500,000 for each fiscal year. Such awards will be delivered 60% in the form of restricted stock units ("RSUs") and 40% in the form of stock options ("Options," and collectively with the RSUs, the "Tsang Awards"), in each case subject to the terms and conditions of the Company's 2025 Omnibus Incentive Plan, as amended from time to time (the "Omnibus Plan"), and any applicable award agreement.

The number of RSUs and Options comprising each annual award will be determined by the Board of Directors of the Company (the "Board") based on dividing the applicable award amount by the volume-weighted average trading price of the Company's common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and, with respect to Options awards, multiplied by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company's common stock on the date of grant.

The Tsang Awards will vest in four equal quarterly installments of 25% over a one year period following the grant date, subject to Mr. Tsang's continued employment through each applicable vesting date. If Mr. Tsang's employment terminates before a vesting date, unvested Tsang Awards will be immediately forfeited unless otherwise provided in Section 8 of the Tsang Employment Agreement or in an applicable award agreement.

Young Amendment No. 1 to Employment Agreement

On April 2, 2026, the Company entered into Amendment No. 1 to that certain Employment Agreement, dated as of January 7, 2026 (the "Kim Employment Agreement"), with Young Kim, the Company's Chief Financial Officer and Chief Operating Officer (the "Kim Amendment" and, together with the Tsang Amendment, the "Amendments"), to modify certain long-term incentive compensation and related provisions.

The Kim Amendment amends Section 4(b) of the Kim Employment Agreement to provide that, during the term of his employment, Mr. Kim will be granted an annual long-term incentive award in the form of stock options with a target value of $1,750,000 for each fiscal year (the "Kim Awards"). The long-term incentive award for fiscal year 2026 will be prorated based on the portion of fiscal year 2026 during which Mr. Kim is employed by the Company. The Kim Awards are subject to the terms and conditions of the Omnibus Plan and any applicable award agreement.

The number of stock options comprising each annual award will be determined by the Board based on dividing the applicable award amount by the volume-weighted average trading price of the Company's common stock over the ten consecutive trading days ending on the trading day immediately preceding the applicable grant date, and then multiplying by a factor of three. The exercise price per share of each Option will be not less than the fair market value of a share of the Company's common stock on the date of grant.

The stock options will vest in four equal quarterly installments of 25% over a one-year period following the grant date, subject to Mr. Kim's continued employment through each applicable vesting date. If Mr. Kim's employment terminates before a vesting date, unvested stock options will be immediately forfeited unless otherwise provided in Section 8 of the Kim Employment Agreement or in an applicable award agreement.

The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.