Bitdeer Announces Pricing of Registered Direct Offering of 5,503,030 Class A Ordinary Shares

Rhea-AI Summary

Bitdeer (Nasdaq: BTDR) priced a registered direct offering of 5,503,030 Class A ordinary shares at $7.94 per share, expected to close on Feb 26, 2026. Net proceeds from the registered direct offering are estimated at approximately $43.5 million.

Bitdeer separately estimates net proceeds from a related notes offering of approximately $315.1 million (or about $363.7 million if additional notes are sold). Proceeds will fund capped calls (~$29.2M), repurchase of November 2029 notes (~$138.2M cash cost for $135.0M principal), datacenter and AI/HPC expansion, ASIC development, and working capital. Barclays is placement agent; ICR Capital is financial advisor.

Positive

• Registered direct offering raises approximately $43.5M net proceeds
• Notes offering expected to generate approximately $315.1M (up to $363.7M if upsized)
• Proceeds enable repurchase of $135.0M November 2029 notes, reducing outstanding convertible debt

Negative

• Issuance of 5,503,030 Class A shares causes shareholder dilution
• Repurchase and capped call costs total approximately $167.4M in near-term cash outflows
• Closing of registered direct depends on completion of notes offering and repurchase transactions, adding execution risk

Key Figures

Shares Offered: 5,503,030 shares Offering Price: $7.94 per share Equity Net Proceeds: $43.5 million +5 more

8 metrics

Shares Offered 5,503,030 shares Registered direct offering of Class A ordinary shares

Offering Price $7.94 per share Price for Class A ordinary shares in registered direct offering

Equity Net Proceeds $43.5 million Estimated net proceeds from registered direct share offering

Notes Net Proceeds $315.1 million Estimated net proceeds from 5.00% notes due 2032

Notes Max Net Proceeds $363.7 million If initial purchasers fully exercise option for additional notes

Capped Call Cost $29.2 million Cost of capped call transactions tied to notes offering

Notes Repurchase Cost $138.2 million Cash to repurchase $135.0M principal of 5.25% notes due 2029

Principal Repurchased $135.0 million Aggregate principal of 5.25% convertible senior notes due 2029

Market Reality Check

Price: $7.94 Vol: Volume 45,448,987 is 5.84...

high vol

$7.94 Last Close

Volume Volume 45,448,987 is 5.84x the 20-day average of 7,783,305, indicating heavy trading interest around the offering news. high

Technical Shares at $7.94 trade 71.44% below the 52-week high of $27.80 and below the 200-day MA of $14.29, reflecting a weak pre-news trend.

Peers on Argus

BTDR fell 17.38% while key software peers showed only modest, mixed moves (e.g.,...

1 Up 1 Down

BTDR fell 17.38% while key software peers showed only modest, mixed moves (e.g., small gains in NATL, GRND and declines in AGYS, NCNO). Momentum scanner peers were split (one up, one down), underscoring this as a stock-specific reaction to the financing rather than a sector-wide move.

Previous Offering Reports

4 past events · Latest: Feb 19 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 19	Registered direct proposal	Negative	-16.7%	Proposed registered direct share sale tied to refinancing 2029 notes.
Nov 13	Equity offering priced	Negative	-20.3%	Pricing of 10.66M-share registered direct offering and related 2031 converts.
Nov 13	Convertible notes priced	Negative	-20.3%	Pricing of $400M 4.00% 2031 convertible notes for note repurchases and growth.
Nov 12	Registered direct proposal	Negative	-7.2%	Proposed registered direct equity raise linked to repurchasing 2029 notes.

Pattern Detected

Offering-related announcements have repeatedly coincided with sharp negative moves, suggesting a consistent pattern of weak market reception to Bitdeer’s equity and convertible financings.

Recent Company History

Recent history shows Bitdeer frequently using registered direct offerings and convertible notes to refinance its 5.25% November 2029 notes and fund growth. On Nov 12–13, 2025, proposed and priced offerings, plus a large 2031 convertible issue, all saw double-digit share declines. The Feb 19, 2026 proposed registered direct offering also drew a -16.7% reaction. Today’s pricing announcement follows this pattern of capital-structure actions being met with selling pressure.

Historical Comparison

-16.1% avg move · In the past, Bitdeer’s offering-related announcements averaged a -16.12% move. Today’s -17.38% react...

offering

-16.1%

Average Historical Move offering

In the past, Bitdeer’s offering-related announcements averaged a -16.12% move. Today’s -17.38% reaction fits this established pattern of significant selling pressure around capital-raising and refinancing events.

The company has repeatedly paired registered direct equity offerings with sizable convertible note issues to repurchase portions of its 5.25% 2029 notes while funding datacenter, HPC/AI, and ASIC expansion, showing a continued capital-structure reshaping via equity-linked financing.

Market Pulse Summary

This announcement prices a registered direct sale of 5,503,030 Class A shares at $7.94, alongside a ...

Analysis

This announcement prices a registered direct sale of 5,503,030 Class A shares at $7.94, alongside a sizable 5.00% convertible notes due 2032. Net proceeds of about $43.5 million from equity and $315.1–363.7 million from notes are earmarked for capped call costs, repurchasing $135.0 million of 2029 notes, and funding datacenter, HPC/AI, and ASIC expansion. Investors may watch future updates on leverage, share count, and deployment of this new capital.

Key Terms

registered direct offering, convertible senior notes, par value, capped call transactions, +3 more

7 terms

registered direct offering financial

"announced the pricing of its registered direct offering of 5,503,030 of its Class A"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

convertible senior notes financial

"to certain holders of its 5.25% convertible senior notes due 2029"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

par value financial

"Class A ordinary shares, par value US$0.0000001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

capped call transactions financial

"to pay the approximately US$29.2 million cost of the capped call transactions that"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

prospectus supplement regulatory

"A preliminary prospectus supplement and the accompanying prospectus related to the"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

placement agent financial

"Barclays Capital Inc. is acting as placement agent and ICR Capital LLC"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

financial advisor financial

"placement agent and ICR Capital LLC is acting as financial advisor for the"

A financial advisor is a professional who helps individuals make informed decisions about their money, such as saving, investing, and planning for the future. Think of them as a guide or coach who offers personalized advice to help you reach your financial goals and navigate complex financial choices with confidence. Their role is to simplify finances and support smart money management.

AI-generated analysis. Not financial advice.

SINGAPORE, Feb. 20, 2026 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI infrastructure, today announced the pricing of its registered direct offering of 5,503,030 of its Class A ordinary shares, par value US$0.0000001 per share (the “Class A ordinary shares”), to certain holders of its 5.25% convertible senior notes due 2029 (the “November 2029 notes”) at a price of US$7.94 per Class A ordinary share in a direct placement registered under the Securities Act of 1933, as amended (the “Securities Act”) (such placement, the “registered direct offering”). The registered direct offering is expected to close on February 26, 2026, subject to customary closing conditions.

Bitdeer estimates that the net proceeds from the registered direct offering will be approximately US$43.5 million, after deducting the estimated offering expenses payable by Bitdeer. Bitdeer estimates that the net proceeds from Bitdeer’s separately announced private offering (the “notes offering”) of 5.00% Convertible Senior Notes due 2032 (the “notes”) will be approximately US$315.1 million (or approximately US$363.7 million if the initial purchasers in the notes offering fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Bitdeer.

Bitdeer intends to use the net proceeds from the registered direct offering and the notes offering: (i) to pay the approximately US$29.2 million cost of the capped call transactions that Bitdeer entered into with one of the initial purchasers or its affiliate and other financial institutions (the “option counterparties”); and (ii) to pay the approximately US$138.2 million cost of repurchasing for cash US$135.0 million aggregate principal amount of Bitdeer’s 5.25% convertible senior notes due 2029 (the “November 2029 notes”) (including accrued and unpaid interest) in privately negotiated transactions effected through its agent (the “note repurchase transactions”). Bitdeer intends to use the remaining net proceeds from the registered direct offering and the notes offering for datacenter expansion, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other general corporate purposes. If the initial purchasers in the notes offering exercise their option to purchase additional notes, Bitdeer intends to use net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remaining net proceeds for datacenter expansion, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other general corporate purposes as described above.

The completion of the registered direct offering is contingent on the completion of the notes offering and the note repurchase transactions, and the completion of the note repurchase transactions is contingent on the completion of the notes offering and the registered direct offering. The completion of the notes offering is not contingent on the completion of the registered direct offering or the note repurchase transactions. This press release shall not constitute an offer to buy or a solicitation of an offer to sell the November 2029 notes.

The registered direct offering is being made pursuant to Bitdeer’s effective shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on December 18, 2024, New York City time (File No. 333-283732). A preliminary prospectus supplement and the accompanying prospectus related to the registered direct offering have been filed, and a final prospectus supplement will be filed, with the SEC and will be available on the SEC’s website at www.sec.gov. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents Bitdeer has filed with the SEC that are incorporated by reference into the prospectus supplement and accompanying prospectus for more complete information about Bitdeer and the registered direct offering.

Barclays Capital Inc. is acting as placement agent and ICR Capital LLC is acting as financial advisor for the registered direct offering.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Bitdeer Technologies Group

Bitdeer is a world-leading technology company for Bitcoin mining and AI infrastructure. Bitdeer is committed to providing comprehensive Bitcoin mining solutions for its customers. Bitdeer handles complex processes involved in computing such as equipment procurement, transport logistics, datacenter design and construction, equipment management, and daily operations. Bitdeer also offers advanced cloud capabilities to customers with high demand for artificial intelligence. Headquartered in Singapore, Bitdeer has deployed datacenters in the United States, Norway, and Bhutan, amongst other countries.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “could,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating to Bitdeer’s expectations regarding the completion and timing of the registered direct offering, the notes offering and the note repurchase transactions and the expected use of proceeds from the proposed registered direct offering and the notes offering. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with the satisfaction of closing conditions related to the transactions, as well as potential risks, uncertainties and other factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as those discussed in Bitdeer’s subsequent filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond Bitdeer’s control. Any forward-looking statements contained in this press release speak only as of the date hereof. Bitdeer specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.

For investor and media inquiries, please contact:

Investor Relations
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com

Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com

FAQ

What price did Bitdeer (BTDR) set for the registered direct offering on Feb 20, 2026?

Bitdeer priced the registered direct offering at $7.94 per Class A share. According to the company, the placement covers 5,503,030 Class A shares and is expected to close on Feb 26, 2026, subject to customary conditions.

How much net cash will Bitdeer (BTDR) raise from the registered direct and notes offerings?

Net proceeds are estimated at about $43.5M from the registered direct and $315.1M from the notes offering. According to the company, the notes offering could reach approximately $363.7M if additional notes are sold.

What will Bitdeer (BTDR) use the offering proceeds for and when will funds be applied?

Proceeds will pay capped calls (~$29.2M) and repurchase November 2029 notes (~$138.2M cost), with remaining funds for datacenter, AI/HPC expansion, ASIC development, and working capital. According to the company, these are the stated uses.

Does the registered direct offering for Bitdeer (BTDR) depend on any other transactions?

Yes. The registered direct offering’s completion is contingent on the notes offering and the note repurchase transactions. According to the company, the note repurchase transactions are also contingent on the notes offering and the registered direct offering.

Who is advising and handling placement for Bitdeer’s (BTDR) registered direct offering?

Barclays Capital is acting as placement agent and ICR Capital LLC is acting as financial advisor. According to the company, these firms are engaged for the registered direct offering and related transactions.