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  4. [8-K] HIVE Digital Technologies Ltd. Reports Material Event

HIVE Digital (NASDAQ: HIVE) plans $75M notes and TSX listing move

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Rhea-AI Filing Summary

HIVE Digital Technologies Ltd. plans a private Offering of US$75 million aggregate principal amount of 0% exchangeable senior notes due 2031, with an additional US$15 million option for initial purchasers. The notes will be exchangeable into cash, HIVE common shares, or a combination, at the issuer’s election.

HIVE intends to use net proceeds through its subsidiaries for general corporate purposes, capital investment including graphics processing units, and data center development, and to help fund capped call transactions designed to limit dilution upon note exchanges. The company also received conditional approval to list its common shares on the Toronto Stock Exchange, with trading expected to move from the TSX Venture Exchange to the TSX on or around April 30, 2026, subject to meeting TSX requirements by June 30, 2026.

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Insights

HIVE adds zero-coupon exchangeable debt and plans TSX up-listing.

HIVE Digital is pursuing a private Offering of US$75 million 0% exchangeable senior notes due 2031, plus a US$15 million option. The notes are senior unsecured, guaranteed by HIVE, and exchangeable into cash, common shares, or both, giving flexibility in how obligations are settled.

Proceeds are intended for subsidiaries to fund general corporate purposes, capital investment including graphics processing units, and data center development, while HIVE uses cash on hand and potentially note proceeds to pay for capped call transactions. These capped calls are designed to reduce economic dilution if the notes are exchanged, within a specified cap.

Hedge-related share purchases and derivative trades by option counterparties around pricing and during exchange observation periods may influence trading in HIVE’s shares and the notes. Separately, conditional Toronto Stock Exchange approval, with expected trading around April 30, 2026, signals a move from the TSX Venture Exchange, contingent on meeting TSX requirements by June 30, 2026.

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.
Initial notes Offering size US$75 million aggregate principal 0% exchangeable senior notes due 2031 in private Offering
Over-allotment option US$15 million aggregate principal Option for initial purchasers, exercisable within 13 days of first issuance
Coupon rate 0% Notes will not bear regular interest; principal will not accrete
Maturity 2031 Exchangeable senior notes due 2031
TSX conditions deadline June 30, 2026 Deadline to fulfill Toronto Stock Exchange listing requirements
Expected TSX trading start On or around April 30, 2026 Common shares expected to move from TSX Venture Exchange to TSX
Hedge option period 13 days Option exercisable period from and including first issuance date of notes
exchangeable senior notes financial
"US$75 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.
Rule 144A regulatory
"a private offering ... to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act"
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
"expects to enter into privately negotiated cash-settled capped call transactions with one or more 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 ... to qualified institutional buyers pursuant to Rule 144A"
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.
conditional approval regulatory
"applied for and received conditional approval from the Toronto Stock Exchange"
Conditional approval is a formal confirmation that a product or plan is permitted to proceed, provided certain specified requirements are met within a designated timeframe. For investors, it signals that approval is nearly complete but depends on the fulfillment of specific conditions, which could influence the final outcome or timeline. This status helps stakeholders assess the likelihood of success while identifying any remaining hurdles.
forward-looking information regulatory
"This release contains "forward-looking information" within the meaning of the applicable Canadian and United States securities legislation"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Understanding 8-K Material Events →
false 2026-04-15 0001720424 HIVE Digital Technologies Ltd. 0001720424 2026-04-15 2026-04-15

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): April 15, 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 8.01. Other Events.

Private Offering of Exchangeable Senior Notes

On April 15, 2026, HIVE Digital Technologies Ltd. (the "Company") issued a press release announcing that HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer"), intends to offer, subject to market conditions and other factors, US$75 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") in a private offering (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Issuer also expects to grant 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").

Capped Call Transactions

In connection with the Offering, the Company expects to enter into privately negotiated cash-settled capped call transactions with one or more financial institutions (collectively, the "option counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of common shares, without par value, of the Company ("Common Shares") that will initially underlie the Notes, assuming the initial purchasers do not exercise the Option.

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.

Toronto Stock Exchange Listing

On April 15 2026, the Company also announced that it has applied for and received conditional approval from the Toronto Stock Exchange (the "TSX") to list its Common Shares on the TSX. Listing is subject to the Company fulfilling all of the requirements of the TSX on or before June 30, 2026. It is expected that the Common Shares will cease trading on the TSX Venture Exchange and commence trading on the TSX on or around April 30, 2026.

A copy of the press release announcing the Offering, the Capped Call Transactions, and the Toronto Stock Exchange Listing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

2

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the pricing and consummation of the Offering. 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,  including the Company's Annual Information Form for the year ended March 31, 2025 which was filed as Exhibit 99.1 to the Company's Annual Report on Form 40-F for the year ended March 31, 2025, as well as future filings and reports by the Company. 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
99.1 Press Release dated April 15, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: April 15, 2026

4

Exhibit 99.1

HIVE Digital Announces Private Offering of US$75 Million of Exchangeable Senior Notes due 2031

This news release constitutes a "designated news release" for the purposes of the Company's prospectus
supplement dated November 25, 2025 to its short form base shelf prospectus dated October 31, 2025.

San Antonio, Texas--(Newsfile Corp. - April 15, 2026) - HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (BVC: HIVECO) (the "Company" or "HIVE"), today announced that HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer"), intends to offer, subject to market conditions and other factors, US$75 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") in a private offering (the "Offering") to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Issuer also expects to grant 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 Notes will be exchangeable under certain conditions. 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 and other terms of the Notes will be determined at the time of pricing of the Offering. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete.

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 Issuer intends to use the net proceeds from the Offering to subscribe for shares of one or more of HIVE's direct or indirect 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 expects to use the net proceeds from the sale of the additional Notes: (i) to subscribe for shares of 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 (ii) to reimburse HIVE for the cost of entering into additional capped call transactions, as described below.

In connection with the Offering, the Company expects to enter into privately negotiated cash-settled capped call transactions with one or more financial institutions (collectively, the "option counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of Common Shares that will initially underlie the Notes, assuming the initial purchasers do not exercise the Option.

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 Company 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 also announces that it has applied for and received conditional approval from the Toronto Stock Exchange (the "TSX") to list its Common Shares. Listing is subject to the Company fulfilling all of the requirements of the TSX on or before June 30, 2026, including distribution of the Common Shares to a minimum number of public shareholders. It is expected that the Common Shares will cease trading on the TSX Venture Exchange (the "TSXV") and commence trading on the TSX on or around April 30, 2026. As a condition to the approval of the Offering, while the Company remains listed on the TSXV, the Offering shall be conducted in accordance with the rules of the TSX. 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 twin-turbo 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

Neither the Toronto Stock Exchange nor the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This 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 proposed 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), the anticipated terms of the Notes, the entering into of 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.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the risk that the Offering may not be completed on the terms described herein or at all, the effect of government regulation and compliance on the Company, reliance on key personnel, global economic and financial market deterioration impeding access to capital or increasing the cost of capital, potential dilution resulting from the exchange of the Notes, and the other risks that are more fully set out in the Company's Annual Report on Form 40-F for the year ended March 31, 2025, the Company's Annual Information Form for the year ended March 31, 2025 and in other Company reports and documents under the Company's filings at www.sec.gov/EDGAR and www.sedarplus.ca.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What type and size of notes is HIVE Digital (HIVE) planning to issue?

HIVE Digital plans a private Offering of 0% exchangeable senior notes due 2031 with an initial aggregate principal amount of US$75 million, plus an option for initial purchasers to buy up to an additional US$15 million of notes.

How can HIVE Digital’s new exchangeable notes be settled upon exchange?

The notes will be exchangeable under specified conditions, and the issuer may settle exchanges in cash, in HIVE common shares, or in a combination of cash and common shares, at its election, giving flexibility in how it meets future exchange obligations.

How does HIVE Digital (HIVE) plan to use proceeds from the notes Offering?

The issuer intends to use net proceeds to subscribe for shares of HIVE subsidiaries, which will apply funds to general corporate purposes, capital investment including graphics processing units, and data center development, and to reimburse HIVE for capped call transaction costs.

What are the capped call transactions HIVE Digital expects to enter into?

HIVE expects to enter privately negotiated, cash-settled capped call transactions covering the common shares underlying the notes. These are designed to reduce potential economic dilution or offset cash payments above principal on exchange, subject to a cap and anti-dilution adjustments.

What is happening with HIVE Digital’s Toronto Stock Exchange listing plans?

HIVE has received conditional approval to list its common shares on the TSX, subject to meeting TSX requirements by June 30, 2026. It expects shares to cease trading on the TSX Venture Exchange and begin trading on the TSX on or around April 30, 2026.

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