HIVE Digital Announces Closing of Private Offering of US$115 Million of 0% Exchangeable Senior Notes Due 2031
Rhea-AI Summary
HIVE (NASDAQ: HIVE) closed a private offering of US$115 million aggregate principal amount of 0% exchangeable senior notes due April 15, 2031, including the full US$15 million option.
Initial exchange rate is 389.5029 shares per US$1,000 (≈US$2.57/share, ~17.5% premium to the Apr 16, 2026 last sale). Estimated net proceeds are ~US$109.5 million; capped call cost funded ~US$19.8 million. TSX listing expected around Apr 30, 2026.
Positive
- US$115 million raised including full US$15 million option
- 0% coupon notes reduce cash interest expense
- ~US$109.5 million estimated net proceeds for corporate and capital investment
- Capped call with US$4.92 cap (125% premium) limits dilution risk
Negative
- Notes are exchangeable into shares at an initial exchange price of ~US$2.57, creating potential dilution if exchanged
- ~US$19.8 million capped call cost funded from cash, reducing available liquidity
News Market Reaction – HIVE
In the Apr 22 session, HIVE gained 4.84%, reflecting a moderate positive market reaction. Argus tracked a peak move of +6.6% during that session. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Crypto,private placement,offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Apr 16 | Upsized notes pricing | Neutral | +14.9% | Upsized 0% exchangeable notes to US$100M with capped call and TSX plans. |
| Apr 15 | Notes offering launch | Neutral | -11.5% | Announced US$75M 0% exchangeable notes due 2031 with option for US$15M. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Similar note offering headlines in April showed mixed single-day reactions, with one strong gain and one sharp decline around this financing theme.
Over recent months HIVE has focused on financing and AI infrastructure. On Apr 15 and Apr 16, it announced and then upsized a 0% exchangeable senior notes deal due 2031, with a US$75M launch and US$100M upsizing. Reactions were volatile: one day down 11.54%, another up 14.87%. Today’s closing of the now US$115M offering and confirmation of TSX listing plans extend that same financing and capital structure narrative.
Key Terms
exchangeable senior notes financial
Rule 144A regulatory
capped call transactions financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 21, 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") has closed its private offering (the "Offering") of US
Frank Holmes, Executive Chairman of HIVE stated, "We are very pleased with the outcome of this offering. We believe the results are outstanding, as the strong demand for this offering led to an upsized deal while maintaining a
Aydin Kilic, President & CEO of HIVE added, "These exchangeable senior notes bring a new class of institutional investors to HIVE, and we welcome the additional liquidity. We believe zero-interest rate debt signals the confidence investors have in our ability to drive the value of HIVE shares to realize the exchangeable premium of these notes. This minimizes dilution while positioning HIVE with a low cost of capital to realize its 2026 growth targets for AI infrastructure."
The Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or exchanged. Prior to January 15, 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 389.5029 Common Shares per US
The Issuer estimates that the net proceeds from the Offering will be approximately US
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
The Company 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 is being 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, 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 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.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293723