HIVE Digital Technologies Ltd. priced an upsized private offering of 0% exchangeable senior notes due 2031, after increasing the deal size to US$115 million from an earlier US$100 million. The notes will be issued by HIVE Bermuda 2026 Ltd., a wholly owned subsidiary, and are expected to close on June 30, 2026, subject to customary closing conditions, according to the company’s release.
The offering includes an option for initial purchasers to buy an additional US$15 million aggregate principal amount of notes within 13 days from and including the date the notes are first issued. HIVE said the issuer will use the proceeds to fund subsidiaries, including for general corporate purposes, capital investment—such as the purchase of graphics processing units—and data center development. In connection with the notes, HIVE also entered into cash-settled capped call transactions designed to reduce potential dilution and to help offset certain cash payments that could arise upon exchange of the notes.
Deal terms: 0% notes, exchange mechanics and pricing premium
The notes are general unsecured obligations of the issuer and are fully and unconditionally guaranteed by HIVE on a senior unsecured basis. They carry no regular interest, and the principal amount will not accrete. Scheduled to mature on July 1, 2031, the notes can be exchanged earlier, redeemed, or repurchased under specified conditions.
Exchange rights are constrained prior to April 1, 2031. Before that date, holders can exchange only when certain conditions are met and during specific periods. After April 1, 2031, the notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Settlement of exchanges will be at the issuer’s election, payable by cash, common shares of HIVE, or a combination of cash and common shares. The initial exchange rate is set at 206.9429 common shares per US$1,000 principal amount of notes. That equates to an initial exchange price of approximately US$4.83 per common share, representing a premium of about 27.5% over the closing sale price on the Nasdaq Capital Market on June 25, 2026, which was used as the reference point for the premium calculation. The exchange rate is subject to adjustment in certain events.
HIVE’s release also details a redemption framework tied to both tax-related events and market performance. The issuer may redeem the notes prior to July 5, 2029, at its option, in whole but not in part, if certain tax-related events occur. From July 5, 2029 onward, the issuer may redeem the notes, in whole or in part, if the last reported sale price of the common shares is at least 130% of the then-current exchange price for at least 20 trading days—whether or not consecutive—during any 30 consecutive trading day period ending with the trading day immediately before notice of redemption is given. Redemption would be at 100% of the principal amount plus accrued and unpaid interest up to (but excluding) the redemption date.
Investor protections: repurchase rights in 2030 and on “fundamental change”
Holders also have defined repurchase rights. On July 1, 2030, holders may require the issuer to repurchase for cash all or part of their notes at a cash repurchase price equal to the principal amount being repurchased. The company further notes that if HIVE undergoes a “fundamental change,” subject to specified conditions and limited exceptions, holders may require cash repurchase of all or any portion of their notes at 100% of the principal amount plus accrued and unpaid interest, excluding the fundamental change repurchase date.
Beyond scheduled repurchase and redemption mechanisms, the release describes potential exchange rate increases in certain corporate scenarios. After specific corporate events occur prior to maturity—or following issuance of a notice of redemption—HIVE said the issuer will, in certain circumstances, increase the exchange rate for holders who elect to exchange their notes in connection with the corporate event, or who exchange notes called (or deemed called) for redemption during the related redemption period.
Use of proceeds and the role of capped call hedges
HIVE estimated that net proceeds from the offering will be approximately US$110.0 million. If the option is exercised in full, net proceeds are expected to rise to roughly US$124.5 million. Those figures reflect deductions for initial purchasers’ estimated discounts and commissions and estimated offering expenses payable by the issuer.
According to the company, the issuer intends to use net proceeds to fund one or more direct or indirect subsidiaries, or contribute capital to those subsidiaries, which in turn will deploy the funds for general corporate purposes, capital investment—including, but not limited to, purchases of graphics processing units—and data center development. The company also expects to use cash on hand to fund capped call transactions, with the issuer potentially using a portion of net proceeds to reimburse HIVE for the cost of the capped calls. If the option is exercised, HIVE said it intends to fund similar subsidiary uses and data center and capital investment initiatives using proceeds from the additional notes sale, along with possible reimbursement for additional capped call transaction costs.
The capped call transactions were arranged privately with certain financial institutions, referred to as option counterparties. The initial cap price is US$8.5275 per common share, representing a premium of 125.0% over the last reported sale price of US$3.79 per common share on Nasdaq on June 25, 2026. The transactions include anti-dilution adjustments substantially similar to those applicable to the notes.
HIVE said the capped calls are expected to reduce potential economic dilution of common shares upon exchange of the notes and/or offset cash payments the issuer might be required to make in excess of the principal amount of exchanged notes, with the reduction or offset capped. If the option is exercised, HIVE expects to enter into additional capped call transactions with the option counterparties.
The company also described how hedging activity may affect market pricing around the time of pricing and possibly during observation periods tied to exchanges. It said option counterparties or their affiliates are expected to buy common shares and/or enter derivative transactions around the pricing date. Those counterparties may unwind derivatives and sell shares in open-market transactions. HIVE noted that such activity could increase—or reduce the size of any decrease in—the market price of common shares or the notes at the time, and that it could also cause or prevent changes in price depending on how hedges are modified before and around any exchange observation periods, potentially affecting exchange outcomes.
Private placement structure and listing exemption
HIVE said the offering was conducted as a private placement to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933. It also stated that it is relying on an exemption under Section 602.1 of the TSX Company Manual available to Eligible Interlisted Issuers with respect to the offering.
Under the terms described, none of the notes, the guarantee, or any common shares issuable upon exchange will be registered under the Securities Act or other securities laws of any other jurisdiction, and unless registered they may not be offered or sold in the United States absent registration or an available exemption from, or a transaction not subject to, Securities Act registration requirements. More broadly, HIVE said the release does not constitute an offer or solicitation to sell securities where unlawful.
The company’s announcement, including details on the upsizing and pricing of the private offering, is available via the source.
About HIVE Digital Technologies
Founded in 2017, HIVE Digital Technologies Ltd. is focused on mining digital assets powered by green energy. It builds and operates data centers across Canada, Sweden, and Paraguay, serving both Bitcoin and high-performance computing clients, with infrastructure designed to support GPU-accelerated AI computing alongside hashrate services.
