HIVE · HIVE Digital Technologies Ltd.

HIVE Digital Technologies completed a $130 million private offering of 0% exchangeable senior notes due 2031, upsized from the originally announced $115 million after full exercise of the initial purchasers' greenshoe option. The notes were issued by a wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., and are fully and unconditionally guaranteed by HIVE Digital on a senior unsecured basis. The notes carry no regular interest, do not accrete, and mature on July 1, 2031. They are exchangeable into HIVE's common shares at an initial exchange price of $4.83 per share, a 27.5% premium to the $3.79 closing price on June 25, 2026. The issuer may redeem the notes after July 5, 2029 if the stock price meets a 130% threshold, and holders can force repurchase on July 1, 2030 or upon a fundamental change. To mitigate dilution, HIVE entered into capped call transactions with financial institutions at a total cost of $15.7 million, providing an initial cap of $8.5275 per share (125% premium). Net proceeds of approximately $124.5 million (before capped call costs) will be directed to subsidiaries for GPU purchases, data center development, and general corporate purposes, supporting the expansion of HIVE's AI and high-performance computing business. This capital raise strengthens HIVE's balance sheet and accelerates its growth strategy in the digital economy.