Bitdeer Announces Proposed Private Placement of US$300.0 Million of Convertible Senior Notes

Rhea-AI Summary

Bitdeer (Nasdaq: BTDR) intends to privately place US$300.0 million of convertible senior notes due 2032, with an initial purchaser option for up to an additional US$45.0 million. The notes will be senior unsecured and convertible into cash, Class A ordinary shares, or both.

Bitdeer plans to use proceeds to pay for capped call hedges and to fund repurchases of its November 2029 notes, datacenter and HPC/AI expansion, ASIC mining rig development, and general corporate purposes; concurrent registered direct offering may facilitate repurchases.

Positive

• Proposed raise of US$300.0M (plus US$45.0M option)
• Proceeds allocated to datacenter, HPC/AI expansion and ASIC development
• Use of proceeds to fund capped calls to offset conversion dilution
• Planned repurchase of portion of 5.25% November 2029 notes

Negative

• Notes are senior unsecured, adding unsecured indebtedness until maturity
• Conversion could dilute Class A ordinary shares absent capped calls
• Market activity from hedging and repurchases could volatilize share price

News Market Reaction – BTDR

-16.70% 6.3x vol

40 alerts

-16.70% News Effect

-17.3% Trough in 8 hr 46 min

-$448M Valuation Impact

$2.23B Market Cap

6.3x Rel. Volume

On the day this news was published, BTDR declined 16.70%, reflecting a significant negative market reaction. Argus tracked a trough of -17.3% from its starting point during tracking. Our momentum scanner triggered 40 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $448M from the company's valuation, bringing the market cap to $2.23B at that time. Trading volume was exceptionally heavy at 6.3x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New notes offering: US$300.0M principal Over-allotment option: US$45.0M principal Existing coupon: 5.25% +5 more

8 metrics

New notes offering US$300.0M principal Proposed Convertible Senior Notes due 2032 in private placement

Over-allotment option US$45.0M principal Additional 2032 notes for initial purchasers within 13 days

Existing coupon 5.25% Convertible senior notes due 2029 targeted for repurchase

Maturity of new notes 2032 Convertible Senior Notes due 2032

Repurchase note maturity 2029 5.25% convertible senior notes due 2029 to be partly repurchased

Settlement window 13 days Period for initial purchasers’ option to buy additional notes

Par value US$0.0000001 per share Class A ordinary shares underlying the convertible notes

Trading day window 40 trading days from 41st day Period when hedge unwinds may affect price near maturity

Market Reality Check

Price: $7.78 Vol: Volume 5,298,317 is 9% be...

normal vol

$7.78 Last Close

Volume Volume 5,298,317 is 9% below 20-day average of 5,818,024, suggesting no pre-news volume spike. normal

Technical Price $9.61 trades ~33% below 200-day MA of $14.30, reflecting a sustained downtrend before this financing.

Peers on Argus

BTDR was up 1.37% with sector peers VERX and GRND also moving up (about 2.56% an...

2 Up

BTDR was up 1.37% with sector peers VERX and GRND also moving up (about 2.56% and ). Argus scanner notes 2 peers up, suggesting a broader tech/Software - Application bid alongside this company-specific financing headline.

Previous Private placement Reports

4 past events · Latest: Nov 12 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Nov 12	Convertible notes deal	Negative	-7.2%	Proposed US$400M 2031 convertibles plus equity and 2029 note repurchase plan.
Jun 17	Convertible notes deal	Negative	-7.1%	US$300M 2031 convertibles with US$45M option and exchange of 2029 notes.
Nov 21	Convertible notes deal	Positive	+3.1%	US$360M 2029 convertibles plus US$40M option for expansion and note exchanges.
May 31	Equity private placement	Positive	+5.3%	Up to US$150M equity and warrant financing for expansion and corporate uses.

Pattern Detected

Recent private placement announcements for BTDR have typically led to modest negative next-day moves, indicating investor sensitivity to new convertible and equity financing.

Recent Company History

Over the past 18 months, Bitdeer has repeatedly used private placements to fund growth and restructure its convertible debt stack. Prior deals in May 2024, November 2024, June 2025, and November 2025 combined new convertible senior notes and equity with datacenter, ASIC, and HPC/AI expansion plus repurchases of 2029 convertibles. Today’s proposed 2032 notes with concurrent equity and repurchases closely follow this pattern of balance sheet optimization tied to infrastructure growth.

Historical Comparison

-1.5% avg move · In the past 18 months BTDR announced four private placements. The average next-day move was -1.47%, ...

private placement

-1.5%

Average Historical Move private placement

In the past 18 months BTDR announced four private placements. The average next-day move was -1.47%, showing mildly negative reactions to similar financing and balance sheet transactions.

Financings progressed from equity private placement to multiple convertible note offerings, repeatedly pairing new capital for datacenter, ASIC, and AI/HPC growth with repurchases or exchanges of 2029 convertible notes.

Market Pulse Summary

The stock dropped -16.7% in the session following this news. A negative reaction despite the structu...

Analysis

The stock dropped -16.7% in the session following this news. A negative reaction despite the structured financing fits the mixed history of Bitdeer’s private placements, where similar deals saw an average move of about -1.47%. Investors may focus on potential dilution and added leverage, even though part of the proceeds targets repurchases of 2029 notes and infrastructure growth. As seen in prior transactions, derivative hedging and unwinds by counterparties and noteholders could further pressure the stock after the announcement.

Key Terms

convertible senior notes, private placement, Rule 144A, capped call transactions, +3 more

7 terms

convertible senior notes financial

"US$300.0 million principal amount of Convertible Senior Notes due 2032"

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.

private placement financial

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

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Rule 144A regulatory

"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.

capped call transactions financial

"use a portion of the net proceeds ... to pay the cost of the capped call transactions"

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.

registered direct offering financial

"its intention to offer ... its Class A ordinary shares in a separate, registered direct offering"

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.

note repurchase transactions financial

"to repurchase a portion of its 5.25% convertible senior notes due 2029 (the “November 2029 notes”) in the note repurchase transactions"

Note repurchase transactions occur when a borrower buys back its own outstanding debt securities (notes) before they are due, either by buying them on the market or offering to purchase them directly from holders. This matters to investors because it changes the company’s future interest costs, cash balance and credit profile—like a homeowner paying down or refinancing a mortgage early—and can signal how management prioritizes debt reduction, dividends or other uses of cash.

hedge positions financial

"hedged their equity price risk ... will unwind all or part of their hedge positions"

Hedge positions are investments made to reduce the risk of loss from other holdings, acting like insurance that partly offsets price swings in a portfolio. They matter to investors because they change how much downside a company or fund is exposed to and can cap potential gains, affect cash needs and volatility, and signal how cautious managers are about future market moves—much like wearing a seatbelt reduces injury risk but doesn’t prevent all accidents.

AI-generated analysis. Not financial advice.

SINGAPORE, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI infrastructure, today announced that it intends to offer, subject to market conditions and other factors, US$300.0 million principal amount of 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”). Bitdeer also intends to grant 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$45.0 million principal amount of notes.

The notes will be general, senior unsecured obligations of Bitdeer and will accrue interest payable semiannually in arrears. 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 interest rate, initial conversion rate, repurchase or redemption rights and certain other terms of the notes will be determined at the time of pricing of the notes offering.

Use of Proceeds

Bitdeer intends to use a portion of the net proceeds from the notes offering, together with the net proceeds from the registered direct offering described below, if consummated, to pay the cost of the capped call transactions that Bitdeer will enter into with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”) and to pay the cash consideration for the concurrent 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 intends to enter into privately negotiated capped call transactions with the option counterparties. The capped call transactions will 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.

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 its intention to offer, subject to market and other conditions, its Class A ordinary shares in a separate, registered direct offering (the “registered direct offering”). 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 a portion of its 5.25% convertible senior notes due 2029 (the “November 2029 notes”) in the note repurchase transactions described below.

Concurrently with the pricing of the notes in the notes offering, Bitdeer expects to repurchase a portion of its November 2029 notes for 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 terms of each note repurchase transaction will depend on a variety of factors. No assurance can be given as to how much, if any, of the November 2029 notes will be repurchased or the terms on which they will be repurchased. 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.

In connection with any note repurchase transaction, Bitdeer expects that holders of the November 2029 notes who agree 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 proposed terms and the completion, timing and size of the proposed notes offering, the registered direct offering, the note repurchase transactions and the capped call transactions, the expected use of proceeds from the notes offering and 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, whether Bitdeer will offer the notes in the proposed notes offering or any Class A ordinary shares in the proposed registered direct offering, enter into the note repurchase transactions or the capped call transactions or be able to consummate the proposed notes offering, the registered direct offering, the note repurchase transactions or the capped call transactions at the anticipated size or on the anticipated terms, or at all, and the satisfaction of closing conditions related to the proposed 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 size convertible note offering did Bitdeer (BTDR) announce on February 19, 2026?

Bitdeer announced a proposed private placement of US$300.0 million of convertible senior notes due 2032, with an option for up to US$45.0 million additional. According to the company, the notes will be senior unsecured and convertible into cash, shares, or both.

How does Bitdeer (BTDR) plan to use the proceeds from the February 19, 2026 notes offering?

Bitdeer intends to use proceeds for capped call transactions, repurchasing November 2029 notes, datacenter and HPC/AI expansion, ASIC rig development, and working capital. According to the company, proceeds will also fund capped calls to offset potential dilution from conversions.

What are the conversion and payment mechanics for Bitdeer (BTDR) convertible notes issued in 2026?

Upon conversion, Bitdeer will pay or deliver cash, Class A ordinary shares, or a combination, at its election. According to the company, interest will accrue and be payable semiannually and other pricing terms will be set at offering pricing.

Will Bitdeer (BTDR) repurchase its November 2029 notes as part of the February 19, 2026 transactions?

Yes, Bitdeer expects to use proceeds from the registered direct offering and part of the notes offering to repurchase a portion of its 5.25% November 2029 notes. According to the company, repurchases are contingent on completing the related offerings and terms may vary.

How could the capped call and hedging activity affect Bitdeer (BTDR) share price after the 2026 offering?

Hedging and capped call counterparties may buy or sell Class A ordinary shares or derivatives, which could increase or decrease the market price. According to the company, such activity could affect conversion economics and short‑term share volatility.

Is completion of Bitdeer’s (BTDR) registered direct offering required for the 2026 notes offering to close?

No, the notes offering may close independently; completion of the registered direct offering and note repurchases is contingent on each other. According to the company, the notes offering is not contingent on the registered direct offering closing.