Bitmine Immersion Technologies, Inc. filed a Form 8-K on September 8, 2026, disclosing the mutual termination of a Management Services Agreement with Ethereum Tower LLC and the simultaneous entry into a new, simplified services agreement for its Ethereum staking operations.

Key Highlights

  • MSA terminated: The Management Services Agreement between BMNR Subsidiary One, LLC and Ethereum Tower LLC, originally dated March 24, 2026, was terminated effective close of business September 3, 2026.
  • Original term: The MSA had an initial term of ten years and required 180 days' prior written notice for termination by BMNR Subsidiary One for convenience.
  • No material penalties: According to the filing, "the Company did not incur any material early termination penalties in connection with the termination of the MSA."
  • Accrued amounts remain payable: Amounts accrued but unpaid through September 3, 2026, remain payable in accordance with the original MSA terms.
  • New agreement in place: Effective September 4, 2026, a new services agreement was entered into with American Validator LLC, an affiliate of Ethereum Tower, at a fee of 1.50% of staking rewards on Company-staked Ethereum.
  • Subsidiary name change: The filing notes that Standard Validator LLC is now known as MAVAN Holdings LLC.

Bitmine Replaces Ten-Year Ethereum Staking MSA With Simplified Advisory Fee Structure

According to the filing, BMNR Subsidiary One, LLC, a subsidiary of Bitmine Immersion Technologies, Inc. (NYSE:BMNR), and Ethereum Tower LLC entered into a Mutual Termination Agreement on September 4, 2026, ending a Management Services Agreement that had been in place since March 24, 2026. Under that MSA, Ethereum Tower had been providing "strategic planning and operational management services relating to the Company's Ethereum staking operations" and was entitled to receive a revenue participation fee based on a percentage of net revenue derived from staking operations of the Company Subsidiary involving Company-owned Ethereum tokens.

The filing states that the MSA was terminated effective as of the close of business on September 3, 2026, and that each party waived any notice period or requirement under the MSA, including the 180-day notice requirement. The filing further states that the company did not incur any material early termination penalties. Provisions of the MSA that by their terms survive termination continue in effect, and accrued but unpaid amounts through September 3, 2026, remain payable.

Concurrent with the termination, the Company Subsidiary entered into a new services agreement with American Validator LLC, described in the filing as an affiliate of Ethereum Tower, effective September 4, 2026. Under the new arrangement, American Validator LLC will provide advisory services relating to Ethereum staking operations in exchange for a fee of 1.50% of staking rewards on Company-staked Ethereum. The company also issued a press release on September 8, 2026, announced under Item 7.01 as a Regulation FD disclosure, with the press release attached as Exhibit 99.1.

What Was Disclosed

Bitmine Immersion Technologies disclosed the mutual termination of its Ethereum staking Management Services Agreement with Ethereum Tower LLC, effective September 3, 2026, and the replacement of that agreement with a new advisory services arrangement at a 1.50% staking rewards fee.