HIVE Digital Technologies Ltd. (TSX: HIVE) (NASDAQ: HIVE) announced the pricing of US$115 million in aggregate principal amount of 0% exchangeable senior notes due 2031, issued through its wholly-owned subsidiary HIVE Bermuda 2026 Ltd. The offering was increased from an initially announced US$100 million.

The notes are being offered in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The sale is expected to close on June 30, 2026, subject to customary closing conditions. The initial purchasers were granted an option to purchase up to an additional US$15 million in notes within 13 days of issuance.

The notes carry no regular interest, mature on July 1, 2031, and are exchangeable into cash, common shares of HIVE, or a combination of both, at the issuer's election. The initial exchange rate is set at 206.9429 common shares per US$1,000 principal amount, equivalent to approximately US$4.83 per share, representing a 27.5% premium to the closing price on the Nasdaq Capital Market on June 25, 2026.

Net proceeds are estimated at approximately US$110 million, or US$124.5 million if the purchase option is exercised in full. The company stated it intends to use the proceeds for general corporate purposes, capital investment including graphics processing unit purchases, and data center development.

In connection with the offering, HIVE entered into capped call transactions with certain financial institutions. The cap price is set at US$8.5275 per common share, a 125% premium to the June 25, 2026 closing price of US$3.79 per share on Nasdaq. The capped call transactions are intended to reduce potential dilution upon exchange of the notes.

The notes and any common shares issuable upon exchange have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.