HIVE Announces Closing of Private Offering of $130 Million of 0% Exchangeable Senior Notes Due 2031

HIVE (NASDAQ:HIVE) closed a private offering of US$130 million 0% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A. The deal includes a US$15 million option fully exercised.

Rhea-AI Summary

HIVE (NASDAQ:HIVE) closed a private offering of US$130 million 0% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A. The deal includes a US$15 million option fully exercised.

HIVE expects about US$124.5 million in net proceeds, mainly to fund AI/HPC growth, GPU purchases, and data center development, and entered cash-settled capped call transactions to help limit dilution.

Positive

• US$130 million 0% exchangeable senior notes due 2031 issued
• Quarterly 0% note issuance totals US$245 million including April 21, 2026 deal
• Estimated US$124.5 million in net proceeds before capped call costs
• Proceeds earmarked for AI, HPC, GPU purchases, and data center development
• Capped call cap price US$8.5275, 125% above US$3.79 share price
• Initial exchange price about US$4.83, a 27.5% premium to US$3.79

Negative

• Exchangeable structure introduces potential future equity dilution for shareholders
• Approximately US$15.7 million cash outlay for capped call transactions
• Issuer may redeem or must repurchase notes upon certain events, adding refinancing risk

Argus Jul 1 session

-4.95% close to close Open Argus

Details

News Market Reaction – HIVE

On Jul 1, the first trading day after this news, HIVE closed 4.95% below the previous close.

Data tracked by StockTitan Argus for the Jul 1 session.

Key Figures

Notes offering size: US$130 million Quarter 0% notes raised: US$245 million Initial exchange price: US$4.83 per share +5 more

Notes offering size

US$130 million

Aggregate principal amount of 0% exchangeable senior notes due 2031

Quarter 0% notes raised

US$245 million

Total 0% coupon notes raised this quarter including April 21 offering

Initial exchange price

US$4.83 per share

Exchange price for notes into HIVE common shares

Premium to market

27.5%

Premium vs US$3.79 last Nasdaq sale on June 25, 2026

Net proceeds

US$124.5 million

Estimated net proceeds to HIVE before capped call costs

Capped call spend

US$15.7 million

Planned funding for capped call transactions from cash on hand

Capped call cap price

US$8.5275 per share

Initial cap price for capped call transactions

Initial exchange rate

206.9429 shares per US$1,000

Common shares per US$1,000 principal amount of notes

Previous Private placement,offering Reports

2 past events · Latest: Jun 26

Same Type 2 events

1. Jun 26

   Exchangeable notes pricing

   24h Move

   +6.3%

   Upsized US$115M 0% notes with option and detailed use of proceeds.

2. Jun 25

   Exchangeable notes pricing

   24h Move

   +6.3%

   Upsized private offering with capped call to limit dilution impact.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

exchangeable senior notes, rule 144a, capped call transactions, short form base shelf prospectus, +1 more

5 terms

exchangeable senior notes financial

"aggregate principal amount of 0% exchangeable senior notes due 2031"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

rule 144a regulatory

"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

"capped call transactions completed in connection with the Offering"

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.

short form base shelf prospectus regulatory

"short form base shelf prospectus, dated October 31, 2025"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

qualified institutional buyers regulatory

"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. How Rhea-AI works. Not financial advice.

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This news release constitutes a "designated news release" for the purposes of the Company's amended and restated prospectus supplement, dated June 16, 2026, to its short form base shelf prospectus, dated October 31, 2025

San Antonio, Texas--(Newsfile Corp. - June 30, 2026) - HIVE Digital Technologies Ltd. (TSX: HIVE) (NASDAQ: HIVE) (BVC: HIVECO) (the "Company" or "HIVE") today announced that HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer") has closed its private offering (the "Offering") of US$130 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") 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 Offering included the exercise in full of the initial purchasers' option to purchase an additional US$15 million aggregate principal amount of Notes (the "Option").

Aydin Kilic, President & CEO of HIVE commented, "We are thrilled to complete this upsized 0% coupon exchangeable senior note offering for US$130 million. Together with the offering of exchangeable notes closed on April 21, 2026, we have raised US$245 million from the sale of 0% coupon notes this quarter. In addition, the capped call transactions completed in connection with the Offering, carrying an initial cap price of US$8.5275, will minimize dilution. We are excited to deploy the proceeds to accelerate the growth of our AI and HPC business."

The Notes will mature on July 1, 2031, unless earlier repurchased, redeemed or exchanged. Prior to April 1, 2031, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be exchangeable at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Issuer may settle exchanges of the Notes in cash, common shares ("Common Shares") of HIVE or a combination of cash and Common Shares, at its election. The initial exchange rate for the Notes is 206.9429 Common Shares per US$1,000 principal amount of Notes, equivalent to an initial exchange price of approximately US$4.83 per Common Share (approximately 27.5% premium to the last reported sale price of US$3.79 per Common Share on the Nasdaq on June 25, 2026). The Issuer will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events.

The Issuer estimates that the net proceeds from the Offering will be approximately US$124.5 million in net proceeds to HIVE, after deducting commissions and estimated offering expenses, but before deducting the cost of the capped call transactions. The Issuer intends to use the net proceeds from the Offering to fund one or more of HIVE's direct or indirect subsidiaries, or to make a capital contribution to any such subsidiary or subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (including, but not limited to, the purchase of graphics processing units) and data center development. HIVE intends to fund approximately US$15.7 million for capped call transactions (as described below) using cash on hand, and the Issuer may use a portion of the net proceeds to reimburse HIVE for the cost of the capped call transactions.

In connection with the Offering, the Company entered into privately negotiated cash-settled capped call transactions with certain financial institutions. The cap price of the capped call transactions is initially US$8.5275 per Common Share, which represents a premium of 125.0% to the last reported sale price of US$3.79 per Common Share on the Nasdaq on June 25, 2026, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions.

The Company is relying on the exemption under Section 602.1 of the TSX's Company Manual (the "TSX Manual") available to Eligible Interlisted Issuers (as defined in the TSX Manual) in respect of the Offering.

None of the Notes, the guarantee or the Common Shares issuable upon exchange of the Notes, if any, have been, and will not be, registered under the Securities Act 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 does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About HIVE Digital Technologies Ltd.

Founded in 2017, HIVE Digital Technologies Ltd. was among the first publicly listed companies to prioritize mining digital assets powered by green energy. Today, HIVE builds and operates next-generation Tier-I and Tier-III data centers across Canada, Sweden, and Paraguay, serving both Bitcoin and high-performance computing clients. HIVE's dual engine infrastructure-driven by hashrate services and GPU-accelerated AI computing-delivers scalable, environmentally responsible solutions for the digital economy.

On behalf of HIVE Digital Technologies Ltd.

"Frank Holmes"
Executive Chairman

For further information, please contact:

Nathan Fast, Director of Marketing and Branding
Frank Holmes, Executive Chairman
Aydin Kilic, President & CEO
Tel: (604) 664-1078

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of the applicable Canadian and United States securities legislation and regulations that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes but is not limited to: statements with respect to the use of proceeds from the Offering, business goals and objectives of the Company, and other forward-looking information concerning the intentions, plans and future actions of the Company and the terms of the transaction described herein.

The forward-looking information in this news release reflects the Company's current expectations, assumptions, and/or beliefs based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and accordingly, undue reliance should not be put on such information due to its inherent uncertainty. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/303538

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HIVE (NASDAQ:HIVE) announce about its June 30, 2026 note offering?

HIVE announced the closing of a private offering of US$130 million 0% exchangeable senior notes due 2031. According to HIVE, the notes were sold to qualified institutional buyers, with the initial purchasers’ US$15 million option fully exercised, increasing total issuance to US$130 million.

What are the key terms of HIVE’s 0% exchangeable senior notes due 2031 (HIVE)?

HIVE’s notes carry a 0% coupon and mature on July 1, 2031, unless earlier repurchased, redeemed, or exchanged. According to HIVE, the initial exchange rate is 206.9429 common shares per US$1,000, implying an initial exchange price of about US$4.83 per share.

How much net proceeds will HIVE receive from the US$130 million note offering?

HIVE expects approximately US$124.5 million in net proceeds from the US$130 million offering, before capped call costs. According to HIVE, funds will support general corporate purposes, capital investments such as graphics processing units, and data center development across its subsidiaries.

How will HIVE use the proceeds from its June 2026 exchangeable note sale?

HIVE plans to channel net proceeds into subsidiaries for general corporate purposes and capital investments. According to HIVE, this includes purchasing graphics processing units and funding data center development to accelerate growth of its artificial intelligence and high-performance computing businesses.

What are the capped call transactions related to HIVE’s 2031 notes and their impact?

HIVE entered cash-settled capped call transactions with an initial cap price of US$8.5275 per share. According to HIVE, the capped calls, partly funded by about US$15.7 million of cash, are designed to reduce potential dilution upon exchange of the notes.

At what premium are HIVE’s 0% exchangeable notes initially exchangeable into common shares?

The notes are initially exchangeable at an implied price of about US$4.83 per HIVE share, a 27.5% premium. According to HIVE, this premium is based on the last reported Nasdaq sale price of US$3.79 per share on June 25, 2026.

When and how can holders exchange HIVE’s 0% senior notes due 2031?

Before April 1, 2031, the notes are exchangeable only upon certain conditions and during specified periods. According to HIVE, after that date they are exchangeable at holders’ option until shortly before maturity, with HIVE able to settle in cash, shares, or both.