| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Bates Jonathan Robert | Chief Executive Officer, Director | 10845 GRIFFITH PEAK DR. #2, LAS VEGAS | /s/ Jonathan Bates | 24 Sep 2025 | 0001840020 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BMNR | Prepaid Variable Forward (obligation to sell) | Other | +250,000 | 250,000 | 11 Sep 2025 | Common Shares | 250,000 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On September 11, 2025, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated financial institution (the "Bank"). The contract obligates the Reporting Person to deliver to the Bank up to an aggregate of 250,000 shares (the "Base Amount") of the Issuer's Common Stock (or, at the Reporting Person's election, an equivalent amount of cash) on a settlement date following September 11, 2028 (the "Maturity Date"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $10,136,778. The Reporting Person pledged 250,000 shares of the Issuer's Common Stock (the "Pledged Shares") to secure his obligations under the contract and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the Bank the economic benefits of dividends. |
| F2 | The number of shares of the Issuer's Common Stock to be delivered by the Reporting Person to the Bank on the Settlement Date (first business day following the Maturity Date) is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Common Stock on the Maturity Date (the "Settlement Price") is less than $73.26 ("Cap Level") but greater than $45.20 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 3 to this Form 4) |
| F3 | (Continued from footnote 2 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount. |
This Form 4/A is being filed to amend the Form 4 filed on September 12, 2025, to correct the reporting of a transaction disclosed in Table I as a loan. The transaction is a prepaid variable forward and should have been reported in Table II as a derivative securities transaction.