HIVE closes $130 million private offering of 0% exchangeable notes due 2031
HIVE Digital Technologies Ltd. has completed a private offering of US$130 million aggregate principal amount of 0% exchangeable senior notes due July 1, 2031, with the issuance also including full exercise of an initial purchasers’ option to add a further US$15 million of notes. The company said the offering—conducted through its wholly owned subsidiary, HIVE Bermuda 2026 Ltd.—was placed with persons it considered reasonably likely to be qualified institutional buyers under Rule 144A of the U.S. Securities Act. The closing caps a sequence of note sales during the quarter and sets the terms under which holders may later exchange the notes into HIVE common shares.
The offering was closed as part of an issuance structure that contemplates later exchange rights. According to HIVE, the notes mature on July 1, 2031, unless they are earlier repurchased, redeemed or exchanged. Before April 1, 2031, exchange is only available if certain conditions are met and during specified periods; after that date, holders can elect to exchange the notes at any time up to the close of business on the second scheduled trading day immediately preceding maturity.
How exchange terms and the exchange ratio are set
HIVE said the issuer may settle exchanges in cash, in common shares of HIVE, or using a combination of both, based on its election. The initial exchange rate is set at 206.9429 common shares per US$1,000 principal amount of notes. That rate implies an initial exchange price of approximately US$4.83 per common share, which the company calculated as representing about a 27.5% premium to the last reported sale price of US$3.79 per common share on the Nasdaq on June 25, 2026.
The company also described call and repurchase mechanics that govern how the notes can be handled prior to final maturity. It said the issuer has a right to redeem the notes in certain circumstances and will be required to make an offer to repurchase the notes following the occurrence of specified events.
“We are thrilled to complete this upsized 0% coupon exchangeable senior note offering for US$130 million,” said Aydin Kilic, President & CEO of HIVE. “Together with the offering of exchangeable notes closed on April 21, 2026, we have raised US$245 million from the sale of 0% coupon notes this quarter.”
Quarterly funding total and capped call arrangements
In its remarks accompanying the closing, HIVE said the quarter’s financing effort combines the newly completed offering with a separate exchangeable note offering that closed on April 21, 2026. Together, the company said it has raised US$245 million through the sale of 0% coupon notes in the quarter.
To address potential dilution associated with the exchange features, HIVE noted that capped call transactions were completed in connection with the offering. Those transactions are structured to carry an initial cap price of US$8.5275. HIVE said the capped call arrangements are designed to minimize dilution, and it will use a portion of its own cash to fund the cost of those transactions.
The capped call transactions were entered into privately with certain financial institutions and are described as cash-settled. The cap price—set at US$8.5275 per common share—was said to represent a premium of 125.0% versus the US$3.79 closing price on the Nasdaq on June 25, 2026. HIVE further stated the cap price will be subject to customary anti-dilution adjustments under the terms of the capped call arrangements.
HIVE also disclosed the internal cost allocation for the capped calls, stating it intends to fund approximately US$15.7 million for the capped call transactions using cash on hand. In addition, the issuer may use part of the net proceeds from the offering to reimburse HIVE for the cost of the capped call transactions.
Net proceeds, planned uses, and note structure details
HIVE estimated that net proceeds from the offering will total approximately US$124.5 million to HIVE after deducting commissions and estimated offering expenses, excluding the cost of the capped call transactions. The company said it intends to deploy the net proceeds to fund one or more direct or indirect subsidiaries, or to make capital contributions to those subsidiaries.
According to the issuer, the subsidiaries would use the proceeds for general corporate purposes as well as capital investment and data center development. The company specified that capital investment would include, among other things, purchases of graphics processing units, while data center work would support future infrastructure needs.
On the transaction mechanics, HIVE Bermuda 2026 Ltd. is the issuer of the notes. The offering was made to qualified institutional buyers under Rule 144A, and the company said it is relying on an exemption under Section 602.1 of the TSX’s Company Manual for Eligible Interlisted Issuers. The notes and any common shares issuable upon exchange have not been registered under the Securities Act or securities laws of other jurisdictions, and they will not be offered or sold in the United States without registration or an applicable exemption.
The company also highlighted that the information in the release should not be treated as an offer or solicitation to sell or buy securities in any jurisdiction where such activity would be unlawful prior to registration or qualification, aligning with standard transaction disclosures for private placements.
For additional details, HIVE’s announcement was posted by Newsfile source.
About HIVE Digital Technologies Ltd.
Founded in 2017, HIVE Digital Technologies Ltd. builds and operates data centers across Canada, Sweden and Paraguay, supporting both Bitcoin and high-performance computing clients. The company says it has grown an infrastructure-driven model powered by a dual engine approach: hashrate services and GPU-accelerated AI computing, with an emphasis on energy efficiency.
