HIVE Digital raises $115M through exchangeable senior notes offering

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, upsized from an initially announced US$100 million offering.

The notes are being issued by HIVE Bermuda 2026 Ltd., a wholly-owned subsidiary, in a private placement to qualified institutional buyers under Rule 144A. The offering is expected to close June 30, 2026. Initial purchasers also received an option to buy up to an additional US$15 million in notes within 13 days of issuance.

The notes carry no interest and mature July 1, 2031. The initial exchange rate is set at 206.9429 common shares per US$1,000 principal amount, equivalent to an exchange price of approximately US$4.83 per share, representing a 27.5% premium to the closing price on Nasdaq on June 25, 2026.

Net proceeds are estimated at approximately US$110 million, or up to US$124.5 million if the overallotment option is exercised in full. The company intends to use 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 US$8.5275 per common share, representing a 125% premium to the June 25, 2026 closing price of US$3.79 on Nasdaq. The capped call transactions are intended to reduce potential dilution upon exchange of the notes.

Holders may require repurchase at par on July 1, 2030. The issuer may redeem the notes on or after July 5, 2029 if the share price has traded at least 130% of the exchange price for 20 of any 30 consecutive trading days.

The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from registration requirements.

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