STOCK TITAN

HIVE Digital (NASDAQ: HIVE) prices and closes US$130M 0% exchangeable notes

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(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HIVE Digital Technologies Ltd. has completed a private offering of US$130 million aggregate principal amount of 0% exchangeable senior notes due 2031 through its wholly owned subsidiary HIVE Bermuda 2026 Ltd. The notes are senior unsecured obligations, fully and unconditionally guaranteed by HIVE.

The notes carry no cash interest and mature on July 1, 2031, with holders able to exchange into cash, HIVE common shares, or a combination at the issuer’s election. The initial exchange rate is 206.9429 shares per US$1,000 (about US$4.83 per share, a 27.5% premium to the US$3.79 closing price on June 25, 2026).

HIVE also entered into capped call transactions with a cap price of US$8.5275 per share (125% of the US$3.79 price) at a total cost of about US$15.7 million, funded with cash on hand, to help limit potential dilution or extra cash outlay upon exchanges. Estimated net proceeds of roughly US$124.5 million are earmarked for funding subsidiaries, general corporate purposes, capital investment including graphics processing units, and data center development.

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Insights

HIVE adds zero‑coupon exchangeable debt and hedge to fund growth.

HIVE Digital Technologies has issued US$130 million of 0% exchangeable senior notes due 2031, fully guaranteed by the parent. These are unsecured obligations that can be settled in cash, equity, or a mix, giving flexibility in how future exchanges are handled.

The initial exchange rate of 206.9429 shares per US$1,000 implies an exchange price of about US$4.83, a 27.5% premium to the US$3.79 share price on June 25, 2026. Capped call transactions with a cap price of US$8.5275 per share, costing around US$15.7 million, are designed to offset dilution or excess cash payments up to that level.

Net proceeds are estimated at about US$124.5 million before capped call costs, aimed at funding subsidiaries, general corporate purposes, GPU purchases and data center development. The structure adds senior unsecured leverage while targeting AI and high‑performance computing expansion; actual impact will depend on future share price and exchange behavior over the life of the notes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Exchangeable notes size US$130 million principal 0% exchangeable senior notes due 2031
Net proceeds Approximately US$124.5 million Estimated net from offering before capped call costs
Maturity date July 1, 2031 Final maturity of exchangeable senior notes
Initial exchange rate 206.9429 shares per US$1,000 Initial rate for exchanges into HIVE common shares
Initial exchange price Approximately US$4.83 per share About 27.5% above US$3.79 share price on June 25, 2026
Capped call cap price US$8.5275 per share 125% of US$3.79 share price on June 25, 2026
Capped call cost Approximately US$15.7 million Combined Base and Additional capped call transactions
Potential shares on exchange 26,902,577 common shares Initially issuable based on maximum exchange rate
exchangeable senior notes financial
"issued US$130 million 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.
capped call transactions financial
"entered into privately negotiated capped call transactions with certain financial institutions"
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.
qualified institutional buyers financial
"in a private offering by HIVE Bermuda 2026 Ltd. ... 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.
anti-dilution adjustments financial
"subject to customary anti-dilution adjustment provisions and subject to being increased in certain circumstances"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
fundamental change financial
"If the Company undergoes a "fundamental change," subject to certain conditions and limited exceptions"
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.
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Learn about SEC filing dates

false 2026-06-25 0001720424 HIVE Digital Technologies Ltd. 0001720424 2026-06-25 2026-06-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2026

HIVE DIGITAL TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)

British Columbia 001-40398 98-1831411
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

7900 Callaghan Road, Suite 128
San Antonio, Texas, United States 78229
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 664-1078

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common shares, without par value   HIVE   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry Into a Material Definitive Agreement

Exchangeable Senior Notes Indenture

On June 30, 2026, HIVE Bermuda 2026 Ltd., a Bermuda exempted company limited by shares (the "Issuer") that is a wholly-owned subsidiary of HIVE Digital Technologies Ltd. (the "Company"), issued $130 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes"), which amount includes the exercise in full of the initial purchasers' (collectively, the "Initial Purchasers") option to purchase up to an additional $15  million aggregate principal amount of Notes. The Notes are general unsecured obligations of the Issuer. The Issuer's obligations under the Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

The Notes and the guarantee were issued pursuant to an indenture, dated as of June 30, 2026 (the "Indenture"), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and payable immediately.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on July 1, 2031 (the "Maturity Date"), unless earlier exchanged, redeemed or repurchased. Prior to April 1, 2031, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date. The Issuer will settle exchanges by paying or delivering, as the case may be, cash, common shares of the Company ("Common Shares") or a combination of cash and Common Shares, at the Issuer's election. The initial exchange rate 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, which represents a premium of approximately 27.5% above the closing sale price per Common Share on the Nasdaq Capital Market on June 25, 2026, and is subject to adjustment in some events.

Prior to July 5, 2029, the Issuer may only redeem the Notes, in whole but not in part, upon the occurrence of certain tax-related events. On or after July 5, 2029, the Issuer may also redeem the Notes at its option, in whole or in part, if the last reported sale price of the Common Shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) to, but excluding, the redemption date.

Holders of the Notes may require the Issuer to repurchase for cash all or any portion of their Notes on July 1, 2030, at a cash repurchase price equal to the principal amount of the Notes to be repurchased.  If the Company undergoes a "fundamental change," subject to certain conditions and limited exceptions, holders of the Notes may require the Issuer to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (if any) to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the Maturity Date or upon the Issuer's issuance of a notice of redemption, the Issuer will, in certain circumstances, increase the exchange rate for holders of the Notes who elect to exchange their Notes in connection with such a corporate event or exchange their Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Capped Call Transactions

On June 25 , 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the "Base Capped Call Transactions") with certain financial institutions (collectively, the "Option Counterparties"). In addition, on June 26, 2026, in connection with the Initial Purchasers' exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the "Additional Capped Call Transactions," and, together with the Base Capped Call Transactions, the "Capped Call Transactions") with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company's common stock that initially underlie the Notes, and are expected generally to reduce potential economic dilution to the Company's common stock upon any exchange of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $8.5275, which represents a premium of 125% over the last reported sale price of the Company's common stock on June 25, 2026. The cost of the Base Capped Call Transactions was approximately $13.9 million, and the cost of the Additional Capped Call Transactions was approximately $1.8 million, for a total cost of approximately $15.7 million. The Company funded the costs of the Capped Call Transactions using cash on hand.


The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder's rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The summary of the Capped Call Transactions is qualified in its entirety by reference to form of Capped Call Confirmation attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 and Item 8.01 of this report is incorporated by reference into this Item 3.02.

To the extent that any Common Shares are issued upon exchange of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof. Initially,  26,902,577 Common Shares may be issued upon exchange of the Notes based on the initial maximum exchange rate of 206.9429  Common Shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions and subject to being increased in certain circumstances.

Item 8.01. Other Events.

On June 25, 2026, the Company issued a press release announcing the upsizing and pricing of the Offering. On June 30, 2026, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the expected use of the net proceeds from the offering and other statements that are not historical facts. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with market risks, trends and conditions. These and other risks and uncertainties relating to the Company and its business can be found under the caption "Risk Factors" and elsewhere in the Company's Securities and Exchange Commission filings and reports (Commission File No. 001-40398), including the Company's Annual Report on Form 10-K for the year ended March 31, 2026 , as well as future filings and reports by the Company, which are available under the Company's EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

Description
4.1 Indenture, dated as of June 30, 2026, among HIVE Bermuda 2026 Ltd., HIVE Digital Technologies Ltd. and U.S. Bank Trust Company, National Association
4.2 Form of 0% Exchangeable Senior Note due 2031 (included in Exhibit 4.1)
10.1 Form of Capped Call Confirmation
99.1 Press Release, dated June 25, 2026
99.2 Press Release, dated June 30, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  HIVE DIGITAL TECHNOLOGIES LTD.
     
     
  By: /s/ Darcy Daubaras
  Name: Darcy Daubaras
  Title: Chief Financial Officer

Date: June 30, 2026




Exhibit 99.1

HIVE ANNOUNCES UPSIZING AND PRICING OF
PRIVATE OFFERING OF US$115 MILLION OF 0%
EXCHANGEABLE SENIOR NOTES DUE 2031

25 Jun 2026

HIVE Announces Upsizing and Pricing of Private Offering of US$115 Million of 0% Exchangeable Senior Notes due 2031

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, June 25, 2026 - HIVE Digital Technologies Ltd. (TSX: HIVE) (NASDAQ: HIVE) (BVC: HIVECO) (the "Company" or "HIVE") today announced the pricing of US$115 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") in a private offering (the "Offering") by HIVE Bermuda 2026 Ltd., its wholly owned subsidiary (the "Issuer"), 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 Notes to be issued in the Offering was increased to US$115 million from the previously announced US$100 million. The Issuer also granted the initial purchasers of the Notes an option, exercisable within a period of 13 days from and including the date the Notes are first issued, to purchase up to an additional US$15 million aggregate principal amount of Notes (the "Option"). The sale of the Notes is expected to close on June 30, 2026, subject to customary closing conditions.

The Notes will be general unsecured obligations of the Issuer. The Issuer's obligations under the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by HIVE. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on July 1, 2031, unless earlier exchanged, redeemed or repurchased. Prior to April 1, 2031, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Issuer will settle exchanges by paying or delivering, as the case may be, cash, common shares of HIVE ("Common Shares") or a combination of cash and Common Shares, at the Issuer's election. The initial exchange rate will be 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, which represents a premium of approximately 27.5% above the closing sale price per Common Share on the Nasdaq Capital Market ("Nasdaq") on June 25, 2026), subject to adjustment in some events.


The Issuer may only redeem the Notes prior to July 5, 2029 at its option, in whole but not in part, upon the occurrence of certain tax-related events. The Issuer also may redeem the Notes at its option on or after July 5, 2029 in whole or in part if the last reported sale price of the Common Shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption 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.

Holders of the Notes may require the Issuer to repurchase for cash all or any portion of their Notes on July 1, 2030, at a cash repurchase price equal to the principal amount of the Notes to be repurchased. If HIVE undergoes a "fundamental change," subject to certain conditions and limited exceptions, holders of the Notes may require the Issuer to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest  to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Notes or upon the Issuer's issuance of a notice of redemption, the Issuer will, in certain circumstances, increase the exchange rate for holders of the Notes who elect to exchange their Notes in connection with such a corporate event or exchange their Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The Issuer estimates that the net proceeds from the Offering will be approximately US$110.0 million (or approximately US$124.5 million if the initial purchasers exercise the Option in full), after deducting the initial purchasers' estimated discounts and commissions and estimated offering expenses payable by the Issuer.

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 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. If the initial purchasers exercise the Option, the Issuer intends to use the net proceeds from the sale of the additional Notes to fund one or more of HIVE's direct or indirect subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (as described above) and data center development, and the Issuer may use a portion of the net proceeds to reimburse HIVE for the cost of entering into additional capped call transactions, as described below.


In connection with the Offering, the Company entered into privately negotiated cash-settled capped call transactions with certain financial institutions (collectively, the "option counterparties"). 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. The capped call transactions will be subject to anti-dilution adjustments substantially similar to those applicable to the Notes.

The capped call transactions are expected generally to reduce potential economic dilution of the Common Shares upon exchange of any Notes and/or offset any cash payments the Issuer could be required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise the Option, the Company expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, the Company expects the option counterparties or their respective affiliates to purchase

Common Shares and/or enter into various derivative transactions with respect to the Common Shares concurrently with or shortly after the pricing of the Notes, and such option counterparties or their respective affiliates may unwind these various derivative transactions and/or sell Common Shares in open market transactions. This activity could increase (or reduce the size of any decrease in) the market price of the Common Shares or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Common Shares and/or purchasing or selling Common Shares or other securities of the Company 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 any observation period related to an exchange of the Notes). This activity could also cause or avoid an increase or decrease in the market price of the Common Shares or the Notes, which could affect holders of the Notes' ability to exchange the Notes and, to the extent the activity occurs during any observation period related to an exchange of the Notes, it could affect the amount and value of the consideration that holders of the Notes will receive upon exchange of such Notes.

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.

For more information, visit hivedigitaltech.com, or connect with us on:

X: https://x.com/HIVEDigitalTech

YouTube: https://www.youtube.com/@HIVEDigitalTech

Instagram: https://www.instagram.com/hivedigitaltechnologies/

LinkedIn: https://linkedin.com/company/hiveblockchain

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

Neither the TSX, Nasdaq, nor any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

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. "Forwardlooking information" in this news release includes but is not limited to: statements with respect to the closing of the Offering, the potential issuance of additional Notes pursuant to the Option, the use of proceeds from the Offering (including the payment of costs associated with the capped call transactions), 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.



Exhibit 99.2

HIVE DIGITAL TECHNOLOGIES LTD.

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

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.


FAQ

What type of financing did HIVE (HIVE) complete in June 2026?

HIVE completed a private offering of US$130 million 0% exchangeable senior notes due 2031. The notes are senior unsecured obligations of HIVE Bermuda 2026 Ltd., fully and unconditionally guaranteed by HIVE Digital Technologies Ltd., and were sold to qualified institutional buyers.

What are the key terms of HIVE (HIVE) 0% exchangeable senior notes?

The notes mature on July 1, 2031 and pay no regular interest. Holders can exchange into cash, HIVE common shares, or a combination. The initial exchange rate is 206.9429 shares per US$1,000, equivalent to about US$4.83 per share, subject to anti-dilution adjustments.

How much net cash does HIVE (HIVE) expect from the US$130 million notes?

HIVE estimates approximately US$124.5 million in net proceeds from the offering. This figure is after deducting commissions and estimated offering expenses but before the roughly US$15.7 million cost of capped call transactions funded with cash on hand.

What will HIVE (HIVE) use the exchangeable notes proceeds for?

HIVE plans to fund subsidiaries for general corporate purposes, capital investment, and data center development. Uses include purchasing graphics processing units and supporting growth in AI and high-performance computing operations through its direct and indirect subsidiaries.

How do the capped call transactions affect HIVE (HIVE) dilution risk?

The capped calls are intended to reduce potential economic dilution from note exchanges up to a cap. They have an initial cap price of US$8.5275 per share, or 125% of the US$3.79 share price on June 25, 2026, and are cash-settled with financial institutions.

What exchange premium do HIVE (HIVE) noteholders receive over the current share price?

The initial exchange price of about US$4.83 per share reflects a 27.5% premium. This premium is based on the US$3.79 last reported sale price of HIVE common shares on Nasdaq on June 25, 2026, and may adjust under certain events.

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