HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) announced the pricing of US$100 million aggregate principal amount of 0% exchangeable senior notes due 2031 in a private offering by its wholly owned subsidiary, HIVE Bermuda 2026 Ltd. The notes are being sold to qualified institutional buyers under Rule 144A and the aggregate principal amount was increased from US$75 million to US$100 million. The issuer also granted initial purchasers an option to purchase up to US$15 million of additional notes within 13 days of pricing. The offering is expected to close on April 21, 2026, subject to customary closing conditions.
Key terms and structure of the offering
The notes will constitute general unsecured obligations of the Issuer, with a full and unconditional guarantee by HIVE on a senior unsecured basis. The notes carry no regular interest and do not accrete; they mature on April 15, 2031 unless exchanged, redeemed or repurchased earlier. Before January 15, 2031, exchanges of the notes can occur only under certain conditions and during specific periods; afterwards, exchanges could occur at any time up to the close of business on the second scheduled trading day immediately preceding the maturity date. Exchanges may be settled in cash, in common shares of HIVE, or in a combination of cash and shares at the Issuer’s election.
The initial exchange rate is set 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 exchange price represents a premium of roughly 17.5% over the closing sale price of HIVE’s common shares on the Nasdaq Capital Market on April 16, 2026, subject to customary adjustments.
The Issuer may redeem the notes before April 20, 2029 only in connection with certain tax-related events. Thereafter, the notes can be redeemed in whole or in part if the last reported sale price of HIVE’s common shares has traded at least 130% of the then-current exchange price for at least 20 trading days within a 30 consecutive trading day period. In addition, holders have the right to require cash repurchase of the notes on April 15, 2029 for the principal amount, and in the event of a “fundamental change” to the issuer, holders may require cash repurchase at 100% of the principal amount plus accrued and unpaid interest to the repurchase date. Following certain corporate events or redemption notices, the exchange rate may be increased in favor of note holders who exchange in connection with those events.
Proceeds from the Offering are expected to be approximately US$95 million, or about US$109.5 million if the option to purchase additional notes is exercised in full, after deducting the initial purchasers’ discounts and estimated offering expenses. The issuer intends to use the net proceeds to subscribe for shares in one or more of HIVE’s direct or indirect subsidiaries, which will then use the funds for general corporate purposes, capital investments (including GPUs) and data center development. If the option is exercised, the net proceeds would also be used to subscribe for shares in HIVE’s subsidiaries for similar purposes and to reimburse HIVE for the cost of capped call transactions described below.
Capped calls, hedging, and potential dilution considerations
In connection with the offering, HIVE has entered into privately negotiated cash-settled capped call transactions with certain financial institutions. The cap price for these calls is US$4.92 per common share, representing a premium of about 125% to the last reported sale price of US$2.185 on April 16, 2026. The capped calls are subject to anti-dilution adjustments similar to those applicable to the notes. These instruments are intended to reduce potential economic dilution to common shareholders upon exchange of the notes or to offset cash payments that could exceed the principal amount of exchanged notes, subject to a cap. If the initial purchasers exercise the option, HIVE expects to enter into additional capped calls with the same counterparties.
As part of establishing hedges for the capped calls, the counterparties or their affiliates may purchase common shares or enter into various derivatives related to the common shares alongside or shortly after the pricing of the notes. They may unwind these positions or engage in open-market transactions in the shares, which could influence the market price of the common shares or the notes. These counterparties may also adjust their hedge positions by entering into or unwinding further derivatives or purchasing or selling shares or other securities of HIVE in secondary markets after the pricing and before the notes’ maturity, potentially impacting the exchange value holders receive upon exchange.
Trading venue and interlisted status
HIVE has obtained conditional approval from the Toronto Stock Exchange to list its common shares. Listing remains subject to meeting all TSX requirements by June 30, 2026, including distributing the common shares to a minimum number of public shareholders. It is anticipated that the common shares will cease trading on the TSX Venture Exchange and commence trading on the TSX around April 30, 2026. As a condition to the Offering’s approval, while HIVE remains listed on the TSX Venture Exchange, the Offering is conducted in accordance with TSX rules, with the company relying on the exemption under Section 602.1 of the TSX Manual for Eligible Interlisted Issuers.
About HIVE Digital Technologies
HIVE Digital Technologies Ltd., founded in 2017, has positioned itself as a public company focused on sustainable digital infrastructure and AI compute, with operations spanning Canada, Sweden, and Paraguay. The company runs next-generation data centers serving Bitcoin mining and high-performance computing clients and emphasizes environmentally responsible solutions for the digital economy.
For more information, visit hivedigitaltech.com. The company maintains a presence on social media platforms, including X (formerly Twitter), YouTube, Instagram and LinkedIn.
