HIVE Digital Technologies Ltd. (NASDAQ: HIVE) announced that its wholly owned subsidiary, HIVE Bermuda 2026 Ltd. (the “Issuer”), has closed a private offering of US$115 million aggregate principal amount of 0% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A. The offering included the full exercise of the initial purchasers’ option to purchase an additional US$15 million aggregate principal amount of notes. The transaction marks a new capital-raising step for the company as it funds its AI infrastructure growth plan while pursuing a listing transition in Canada.
Offering terms and mechanics
The notes mature on April 15, 2031, and may be repurchased or exchanged earlier under defined conditions. Prior to January 15, 2031, the notes are exchangeable only upon satisfaction of certain conditions and during specific periods; thereafter, they may be exchanged at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Issuer may settle exchanges in cash, in common shares of HIVE, or in a combination of cash and shares, at its election.
The initial exchange rate stands at 389.5029 common shares per US$1,000 principal amount of notes, equivalent to an initial exchange price of approximately US$2.57 per share. This price represents about a 17.5% premium to the last reported sale price of US$2.185 per HIVE share on Nasdaq on April 16, 2026. The Issuer retains the right to redeem the notes in certain circumstances and will be required to offer to repurchase the notes upon the occurrence of specified events. The notes, the guarantee and the common shares issuable upon exchange are not registered under the Securities Act or applicable securities laws of other jurisdictions and may not be offered or sold in the United States absent registration or an exemption from registration.
“We are very pleased with the outcome of this offering. We believe the results are outstanding, as the strong demand for this offering led to an upsized deal while maintaining a 0% coupon and the strong conversion premium of 125% with the capped call,” said Frank Holmes, Executive Chairman of HIVE, in commenting on the transaction.
We are very pleased with the outcome of this offering. We believe the results are outstanding, as the strong demand for this offering led to an upsized deal while maintaining a 0% coupon and the strong conversion premium of 125% with the capped call.
President and CEO Aydin Kilic added that the zero-interest debt signals investor confidence in HIVE’s ability to drive the value of its shares and deliver the exchangeable premium, while helping minimize dilution and provide a low-cost capital structure to meet the company’s 2026 growth targets for AI infrastructure.
Use of proceeds and capped-call strategy
The issuer estimates net proceeds from the Offering will be approximately US$109.5 million after deducting commissions and estimated offering expenses but before deducting the cost of the capped call transactions. The net proceeds are intended to be used to subscribe for shares of one or more of HIVE’s direct or indirect subsidiaries, which in turn will deploy the funds for general corporate purposes, capital investments (including graphics processing units) and data center development. HIVE plans to fund about US$19.8 million for capped-call transactions with cash on hand, and the issuer may use a portion of the net proceeds to reimburse HIVE for the cost of these capped calls.
In connection with the Offering, HIVE entered into privately negotiated cash-settled capped-call transactions with certain financial institutions. The cap price for the capped calls is initially US$4.92 per common share, representing a premium of 125% to the last reported sale price on April 16, 2026, and it will be subject to customary anti-dilution adjustments under the terms of the capped-call agreements.
Regulatory status and share listing plan
HIVE has obtained conditional approval from the Toronto Stock Exchange (TSX) to list its common shares. Listing remains subject to the company meeting all TSX requirements on or before June 30, 2026, including distributing the common shares to a minimum number of public shareholders. The company expects the common shares to cease trading on the TSX Venture Exchange (TSXV) and to begin trading on the TSX on or around April 30, 2026. As a condition of the Offering’s approval, while HIVE remains listed on the TSXV, the Offering is being conducted pursuant to the TSX rules. The company is relying on the exemption under Section 602.1 of the TSX Manual for Eligible Interlisted Issuers in respect of the Offering.
None of the notes, the guarantee or the common shares issuable upon exchange have been registered under the U.S. Securities Act or securities laws of other jurisdictions, and may not be offered or sold in the United States absent registration or an applicable exemption. This release does not constitute an offer to sell or solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction where such an offer would be unlawful prior to registration or qualification.
About HIVE Digital Technologies Ltd.
Founded in 2017, HIVE Digital Technologies Ltd. was among the first publicly listed companies to prioritize mining digital assets with a focus on green energy. Today, HIVE operates next-generation data centers across Canada, Sweden, and Paraguay, serving Bitcoin and high-performance computing clients. Its twin-turbo engine combines hashrate services with GPU-accelerated AI computing to deliver scalable and environmentally responsible solutions for the digital economy.
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