Bitdeer Announces Pricing of Upsized US$325.0 Million Convertible Senior Notes Offering

Rhea-AI Summary

Bitdeer (Nasdaq: BTDR) priced an upsized US$325.0 million 5.00% convertible senior notes offering due 2032, with a 13-day option for an additional US$50.0 million. Net proceeds are estimated at approximately US$315.1 million (US$363.7M if option exercised).

Proceeds will fund capped call costs (~US$29.2M), repurchase of US$135.0M November 2029 notes (~US$138.2M), datacenter and AI/HPC expansion, ASIC rig development, and general corporate purposes. Initial conversion price ~US$9.93 per share; capped call cap price US$15.88.

Positive

• Net proceeds of approximately US$315.1M
• Repurchase of US$135.0M November 2029 notes (~US$138.2M)
• Proceeds allocated to datacenter and AI/HPC expansion
• Initial conversion price of approximately US$9.93 per share

Negative

• 5.00% annual coupon increases interest expense
• Conversion could dilute shareholders if notes convert
• Hedging and capped-call activity may move the share price
• Optional redemption limited until March 6, 2030 conditions met

Key Figures

New convert size: US$325.0 million Coupon rate: 5.00% per year Overallotment option: US$50.0 million +5 more

8 metrics

New convert size US$325.0 million Principal amount of 5.00% convertible senior notes due 2032

Coupon rate 5.00% per year Interest on 2032 convertible senior notes, payable semiannually

Overallotment option US$50.0 million Additional principal amount of notes available to initial purchasers

Initial conversion rate 100.7557 shares per US$1,000 Initial conversion rate for the 2032 convertible notes

Conversion price US$9.93 per share Implied initial conversion price for Class A ordinary shares

Estimated net proceeds US$315.1 million Net proceeds from notes offering, excluding full option exercise

Note repurchase US$135.0 million Principal of 5.25% 2029 notes to be repurchased for ~US$138.2M

Capped call cost US$29.2 million Cost of capped call transactions tied to the new notes

Market Reality Check

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

high vol

$7.94 Last Close

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

Technical Price $7.94 is trading below the 200-day MA of $14.29, reflecting a weak pre-news trend.

Peers on Argus

Momentum scanner shows mixed moves among peers (e.g., one up 8.88%, another down...

1 Up 1 Down

Momentum scanner shows mixed moves among peers (e.g., one up 8.88%, another down 1.37%), while BTDR’s move appears company-specific rather than sector-driven.

Previous Offering Reports

4 past events · Latest: Feb 19 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 19	Registered direct offering	Negative	-16.7%	Proposed registered direct share sale tied to new 2032 convertible notes.
Nov 13	Equity offering priced	Negative	-20.3%	Pricing of registered direct share sale to fund note repurchases and growth.
Nov 13	Convertible notes priced	Negative	-20.3%	Pricing of US$400M 2031 convertible notes for refinancing and expansion.
Nov 12	Proposed equity offering	Negative	-7.2%	Proposed registered direct share sale linked to 2031 notes and 2029 repurchase.

Pattern Detected

Offering-related announcements have consistently led to sharp negative reactions, with an average move of about -16.12% on such news.

Recent Company History

Recent history shows Bitdeer repeatedly using equity and convertible note offerings to refinance its 5.25% November 2029 notes and fund datacenter, ASIC, and HPC/AI expansion. On Nov 12–13, 2025, proposed and priced offerings of shares and 2031 notes led to combined price drops exceeding -20%. A similar registered direct offering on Feb 19, 2026 saw a -16.7% reaction. Today’s pricing of new 2032 convertibles fits this ongoing balance-sheet reshaping pattern.

Historical Comparison

-16.1% avg move · In the past 12 months, BTDR’s offering-related headlines averaged a -16.12% move. Today’s -17.38% re...

offering

-16.1%

Average Historical Move offering

In the past 12 months, BTDR’s offering-related headlines averaged a -16.12% move. Today’s -17.38% reaction to the new 2032 converts is broadly in line.

The company has repeatedly paired equity and convertible offerings with repurchases of its 5.25% 2029 notes, gradually extending maturities while funding datacenter and HPC/AI expansion.

Market Pulse Summary

This announcement details an upsized US$325.0 million 5.00% convertible note issue plus a registered...

Analysis

This announcement details an upsized US$325.0 million 5.00% convertible note issue plus a registered direct equity sale, with proceeds funding capped calls, repurchase of US$135.0 million of 2029 notes, and datacenter and HPC/AI expansion. Historically, similar offerings around Bitdeer coincided with notable share moves near -16%. Investors may watch execution of note repurchases, growth ROI, and any further capital markets activity tied to the AI and mining buildout.

Key Terms

convertible senior notes, registered direct offering, capped call transactions, Rule 144A, +3 more

7 terms

convertible senior notes financial

"Bitdeer Announces Pricing of Upsized US$325.0 Million Convertible Senior Notes Offering"

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.

registered direct offering financial

"Bitdeer also announced today the pricing of its previously announced registered direct offering of 5,503,030 of its Class A ordinary shares"

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.

capped call transactions financial

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

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.

Rule 144A regulatory

"to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

fundamental change financial

"if Bitdeer undergoes a “fundamental change” (as defined in the indenture that will govern the notes)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

indenture financial

"as described in the indenture that will govern the notes."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

qualified institutional buyers financial

"in a private placement (the “notes offering”) to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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 US$325.0 million principal amount of 5.00% Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “notes offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the convertible notes offering was increased from the previously announced offering size of $300.0 million. Bitdeer also granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional US$50.0 million principal amount of notes. The sale of the notes is expected to close on February 24, 2026, subject to customary closing conditions.

Additional Details of the Convertible Notes

The notes will be general, senior unsecured obligations of Bitdeer and will accrue interest at a rate of 5.00% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. Upon conversion, Bitdeer will pay or deliver, as the case may be, cash, Class A ordinary shares, par value US$0.0000001 per share, of Bitdeer (the “Class A ordinary shares”) or a combination of cash and Class A ordinary shares, at its election. The initial conversion rate of the notes will be 100.7557 Class A ordinary shares per US$1,000 principal amount of such notes (equivalent to an initial conversion price of approximately US$9.93 per Class A ordinary share). The initial conversion price of the notes represents a premium of approximately 25.0% over the offering price in Bitdeer’s separately announced registered direct offering of its Class A ordinary shares described below.

Bitdeer may redeem for cash all or any portion of the notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after March 6, 2030 and prior to the 41st scheduled trading day immediately preceding the maturity date, if (i) the last reported sale price of the Class A ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Bitdeer provides notice of redemption and (ii) certain liquidity conditions have been satisfied, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, Bitdeer may not redeem less than all of the outstanding notes at its option unless at least US$75.0 million aggregate principal amount of notes are outstanding and not called for optional redemption as of the time Bitdeer sends the related notice of optional redemption (and after giving effect to the delivery of such notice of optional redemption).

In addition, Bitdeer may redeem for cash all but not part of the notes at any time on a redemption date prior to the 41st scheduled trading day immediately preceding the maturity date if less than US$50.0 million aggregate principal amount of notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Bitdeer may also redeem for cash all but not part of the notes in the event of certain tax law changes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date and any additional amounts which would otherwise be payable to such redemption date with respect to such redemption price, as described in the indenture that will govern the notes.

On March 6, 2030 and if Bitdeer undergoes a “fundamental change” (as defined in the indenture that will govern the notes), subject to certain conditions and a limited exception, holders may require Bitdeer to repurchase for cash all or any portion of their notes at a repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or following Bitdeer’s delivery of a notice of redemption, Bitdeer will, in certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or convert their notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

Use of Proceeds

Bitdeer estimates that the net proceeds from the notes offering will be approximately US$315.1 million (or approximately US$363.7 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Bitdeer. Bitdeer intends to use the net proceeds from the notes offering, together with the net proceeds from the registered direct offering: (i) to pay the approximately US$29.2 million cost of the capped call transactions that Bitdeer entered into with certain of the initial purchasers or affiliates thereof 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”) in the note repurchase transactions, each as described below. Bitdeer intends to use the remaining net proceeds from 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 exercise their option to purchase additional notes, Bitdeer expects to use the 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.

Capped Call Transactions

In connection with the pricing of the notes, Bitdeer entered into privately negotiated capped call transactions with the option counterparties. The capped call transactions cover, subject to customary adjustments, the number of Class A ordinary shares that initially underlie the notes. The capped call transactions are expected to offset the potential dilution to the Class A ordinary shares as a result of any conversion of the notes. If the initial purchasers exercise their option to purchase additional notes, Bitdeer expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions is initially US$15.88 per Class A ordinary shares, which represents a premium of 100% over the offering price in the registered direct offering, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, Bitdeer expects that the option counterparties and/or their respective affiliates may enter into various derivative transactions with respect to the Class A ordinary shares concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A ordinary shares or the notes at that time.

In addition, Bitdeer expects that the option counterparties and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling the Class A ordinary shares or other securities of Bitdeer in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the notes, or, to the extent Bitdeer exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A ordinary shares or the notes, which could affect a holder’s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of the notes.

Concurrent Registered Direct Offering and Note Repurchase Transactions

In a separate press release, Bitdeer also announced today the pricing of its previously announced registered direct offering of 5,503,030 of its Class A ordinary shares, at a price of US$7.94 per Class A ordinary shares (the “registered direct offering”). The issuance and sale of the ordinary shares in the registered direct offering are scheduled to settle on February 26, 2026, subject to customary closing conditions. Bitdeer intends to use the net proceeds from the registered direct offering, together with a portion of the net proceeds from the notes offering, to repurchase US$135.0 million in aggregate principal amount of its November 2029 notes for approximately US$138.2 million in cash in privately negotiated transactions effected through an initial purchaser in the notes offering or one of its affiliates (each, a “note repurchase transaction”).

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

In connection with any note repurchase transaction, Bitdeer expects that holders of the November 2029 notes who agreed to have their November 2029 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying the Class A ordinary shares, including pursuant to the registered direct offering, and/or entering into or unwinding various derivative transactions with respect to the Class A ordinary shares. The amount of the Class A ordinary shares to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historical average daily trading volume of the Class A ordinary shares. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Class A ordinary shares, including concurrently with the pricing of the notes. Bitdeer cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or the Class A ordinary shares.

The notes and any Class A ordinary shares issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

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,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “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 of the notes offering, the registered direct offering, the note repurchase transactions and the capped call transactions, the expected use of proceeds from the notes offering or the registered direct offering and potential impact of the foregoing or related transactions on the market price of the Class A ordinary shares or the trading price of the notes. 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 market conditions and the satisfaction of closing conditions related to the transactions, as well as discussions of 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 did Bitdeer (BTDR) price in the February 20, 2026 convertible notes offering?

Bitdeer priced US$325.0 million of 5.00% convertible senior notes due 2032. According to the company, there is a 13-day option to purchase up to an additional US$50.0 million, and settlement is expected to close on February 24, 2026.

How much net proceeds will Bitdeer (BTDR) receive from the notes offering and how will it be used?

Bitdeer expects approximately US$315.1 million in net proceeds (US$363.7M if option exercised). According to the company, proceeds will fund capped call costs (~US$29.2M), repurchase of US$135.0M November 2029 notes (~US$138.2M) and expansion and development.

What is the initial conversion price and conversion rate for BTDR's 2032 convertible notes?

The initial conversion price is approximately US$9.93 per Class A ordinary share. According to the company, the initial conversion rate is 100.7557 shares per US$1,000 principal amount of notes.

What protections and hedges did Bitdeer (BTDR) arrange with the convertible notes?

Bitdeer entered into capped call transactions to offset potential dilution from conversions. According to the company, the capped call cap price is initially US$15.88 per share and may be adjusted under transaction terms.

Will the convertible notes offering affect BTDR shareholders near-term trading activity?

Yes, hedging and repurchase-related market activity could affect share price. According to the company, option counterparties and hedged holders may trade or unwind positions, which could increase or decrease the Class A ordinary share price.