HIVE Digital Technologies Ltd. (NASDAQ: HIVE, TSXV: HIVE) said its Bermuda subsidiary plans a private offering of US$75 million aggregate principal amount of 0% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A, with an option for initial purchasers to acquire up to US$15 million more. The notes are designed to be exchangeable under certain conditions, and settlement may be in cash, HIVE common shares, or a combination of both, at the issuer’s election. The terms, including the initial exchange rate, will be set at pricing.
Offering mechanics and use of proceeds
The issuer, HIVE Bermuda 2026 Ltd., is offering the notes on a private basis, with the notes expected to be unsecured general obligations of the issuer and fully and unconditionally guaranteed on a senior unsecured basis by HIVE Digital Technologies Ltd. The notes carry no regular interest, and their principal amount does not accrue. Exchangeability will be determined under specified conditions, and the notes are intended to be settled in cash, common shares of HIVE, or a combination of cash and shares, at the issuer’s option. The initial exchange rate and other related terms will be determined as part of the pricing of the Offering.
Net proceeds from the Offering are planned to be used by the issuer to subscribe for shares in one or more of HIVE’s direct or indirect subsidiaries. Those subsidiaries would then use the funds for general corporate purposes, capital investment (including the purchase of graphics processing units), and data center development. HIVE said it intends to fund capped call transactions with cash on hand and may use a portion of net proceeds to reimburse the company for the cost of these capped calls. If the initial purchasers exercise the added Option, the net proceeds would similarly be used to subscribe for shares in HIVE’s subsidiaries for general corporate purposes, capital investments and data center development, and to reimburse the cost of entering into additional capped call transactions.
Hedging strategy and potential market impact
As part of the Offering, HIVE expects to enter into privately negotiated cash-settled capped call transactions with one or more financial institutions (the “option counterparties”). These caps are designed to cover, subject to anti-dilution adjustments that mirror those applicable to the Notes, the number of common shares that will initially underlie the Notes, assuming the Option is not exercised by the initial purchasers. The capped calls are intended to reduce potential economic dilution of HIVE’s common shares upon exchange of the Notes and/or to offset any cash payments the company could owe beyond the principal amount of exchanged Notes, with such reductions or offsets capped.
Counterparties and their affiliates are expected to hedge these capped call positions by purchasing common shares and/or entering into various derivative transactions in relation to the common shares contemporaneously with or shortly after the pricing of the Notes. They may unwind these hedges or engage in open-market sales of common shares. The hedging activity could influence the market price of HIVE’s shares or the Notes and could affect the amount and value of consideration received by holders upon an exchange of the Notes, particularly during any observation period related to an exchange. If the initial purchasers exercise the Option, additional capped call transactions may be entered into by the Company with the same counterparties.
TSX listing, interlisting, and regulatory steps
In a parallel development, HIVE announced that it has received conditional approval from the Toronto Stock Exchange to list its common shares. The listing remains subject to satisfying all TSX requirements by June 30, 2026, including ensuring a minimum distribution of common shares to public shareholders. The company expects the common shares to cease trading on the TSX Venture Exchange and begin trading on the main TSX around April 30, 2026. As a condition of the Offering, while HIVE is listed on the TSXV, the Offering will be conducted in accordance with TSX rules. The company is relying on the exemption provided under Section 602.1 of the TSX Manual for Eligible Interlisted Issuers with respect to the Offering.
It is also noted that none of the Notes, the guarantee, or the Common Shares issuable upon exchange of the Notes have been registered under the United States Securities Act or the securities laws of other jurisdictions. Accordingly, these securities may not be offered or sold in the United States absent registration or an applicable exemption, and offerings outside the United States are subject to local laws and regulations.
Operational context and corporate structure
The press release outlines a strategy to fund growth through a combination of debt securities and equity-linked instruments, with proceeds earmarked for acquiring and developing assets in HIVE’s data center and AI compute ecosystems. The structure leverages HIVE’s global footprint in Canada, Sweden, and Paraguay to support its Bitcoin mining and high-performance computing clients, aligning with the company’s emphasis on sustainable digital infrastructure powered by green energy. The arrangement includes a plan to deploy a portion of proceeds to subscribe for shares in HIVE’s subsidiaries, thereby backing general corporate purposes and asset expansion, including data center deployment and GPU-based AI capabilities.
The note structure and the related hedging transactions are designed to manage dilution risk and potential cash outlays, while offering a mechanism to balance potential funding needs with the maintenance of share value. The company also signals ongoing flexibility to adjust the transaction terms in response to market conditions and the evolving capital plan, including the possibility of additional capped call transactions if the Option is exercised.
About HIVE Digital Technologies Ltd.
Founded in 2017, HIVE Digital Technologies Ltd. positioned itself among early public adopters of green-energy–driven digital asset mining. The company builds, owns, and operates next-generation Tier-I and Tier-III data centers across Canada, Sweden, and Paraguay, serving Bitcoin mining and high-performance computing clients. Its infrastructure-driven approach combines hashrate services with GPU-accelerated AI computing to deliver scalable, environmentally responsible solutions for the digital economy.
For more information, visit hivedigitaltech.com.
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