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

HIVE (NASDAQ: HIVE) boosts quorum, funds $3.1M Grand Falls AI network build

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HIVE Digital Technologies Ltd. reported two main developments. The company adopted an amendment to its Articles of Incorporation that raises the shareholder meeting quorum to two persons owning at least 33 1/3% of issued and outstanding common stock, aligning with Nasdaq requirements. Separately, its subsidiary BUZZ High Performance Computing contracted a fibre optic network overbuild and carrier transport upgrade at the Grand Falls Data Centre in New Brunswick. HIVE estimates a capital commitment of about $3.1 million over five years, supported by proceeds from a recent $115 million 0% exchangeable note issuance. The project supports conversion of the energized 70 MW Grand Falls site into a 50 MW Tier III+ AI-focused data center, with dedicated 100 Gbps and 400 Gbps optical wavelength services expected to begin delivery in Q3 2026.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Governance
Trading in company securities was temporarily suspended under an employee benefit plan (blackout period).
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shareholder quorum threshold 33 1/3% of issued and outstanding common stock New quorum requirement adopted May 11, 2026
Grand Falls fibre upgrade capex $3.1 million over 5 years Estimated capital commitment for network overbuild
Exchangeable note issuance $115 million, 0% exchangeable note Proceeds deployed toward GPU AI and Tier III HPC growth
Grand Falls power capacity 70 MW gross load Site already energized with buildings and core infrastructure
Planned AI factory capacity 50 MW Tier III+ Target capacity for Grand Falls AI factory
GPU AI cloud scale 5,500 to 11,000 GPUs GPU AI cloud offering expected to double in size
Optical wavelength services 100 Gbps and 400 Gbps connections High-capacity network services expected starting Q3 2026
PUE target Below 1.3 Ultra-low Power Usage Effectiveness for BUZZ AI factories
quorum regulatory
"increase in the quorum required for the transaction of business at a meeting of the Company's shareholders"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Tier III+ AI factory technical
"BUZZ is converting the site into a 50 MW Tier III+ AI factory designed for enterprise, government, and sovereign AI workloads"
0% exchangeable note financial
"Proceeds from HIVE's recent $115 million 0% exchangeable note issuance are being deployed towards reaching the Company's growth targets"
Power Usage Effectiveness (PUE) technical
"engineered with ultra-low Power Usage Effectiveness (PUE) below 1.3, hosting thousands of industrial-grade GPUs"
Power Usage Effectiveness (PUE) is a simple ratio that compares the total energy consumed by a data center (including cooling, lighting and other facility systems) to the energy used solely by the servers and networking equipment. For investors, a lower PUE means less energy is wasted — like a car that gets more miles per gallon — which usually translates into lower operating costs, smaller sustainability risks and a clearer picture of infrastructure efficiency.
sovereign AI technical
"Grand Falls is being built for the sovereign strategy that Canada needs: Canadian-owned, Canadian-operated, secure, scalable"
An AI system described as "sovereign" is built, hosted, or operated under a country’s legal and technical control so that data, code, and decision-making stay within that jurisdiction. For investors, sovereign AI matters because it affects which vendors can sell to governments or regulated industries, imposes compliance and infrastructure costs, and can create protected local markets—similar to a factory that must follow a nation’s building codes and can only sell to certain buyers.
Understanding 8-K Material Events →
false 2026-05-11 0001720424 --03-31 HIVE Digital Technologies Ltd. 0001720424 2026-05-11 2026-05-11

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): May 11, 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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the disclosure regarding the Amendment (as defined below) set forth in Item 5.04 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 11, 2026, HIVE Digital Technologies Ltd. (the "Company") adopted an amendment to its Articles of Incorporation (the "Amendment"), effective as such date. The Amendment effectuated an increase in the quorum required for the transaction of business at a meeting of the Company's shareholders to two (2) persons, present in person or by proxy and who, in the aggregate, own at least 33 1/3% of the Company's issued and outstanding common stock. Prior to the Amendment, the Company's Articles provided that two shareholders, present in person or by proxy, constituted a quorum. The Amendment was adopted to ensure compliance with the rules of the Nasdaq Stock Market LLC. As previously announced, the Amendment was approved by the Company's shareholders at the Company's annual meeting. 

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment as filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, the Company issued a press release announcing that the Company's wholly-owned subsidiary BUZZ High Performance Computing Inc, ("BUZZ") contracted a new fiber optic network overbuild and upgrade of the carrier transport network at BUZZ's Grand Falls Data Centre in New Brunswick. The Company's estimated capital commitment be approximately $3.1 million over 5 years. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K (the "Report") will not be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the planned upgrade of the Grand Falls Data Centre in New Brunswick. 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		  
Description
3.1 Articles of Incorporation
99.1 Press Release dated May 8, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 11, 2026

 

3

Exhibit 99.1

HIVE's BUZZ Starts Building A Digital Superhighway for Eastern Canada's First Sovereign AI Factory

Private high-capacity wavelength services to Grand Falls - the connectivity moat that separates a powered campus from a sovereign AI factory

Vancouver, British Columbia--(Newsfile Corp. - May 8, 2026) - HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: YO0) (BVC: HIVECO) ("HIVE"), through its wholly owned subsidiary BUZZ High Performance Computing ("BUZZ"), today announced it has contracted a new fibre optic network overbuild and upgrade of the carrier transport network at its Grand Falls Data Centre in New Brunswick. This is a critical infrastructure step to advance the HIVE New Brunswick campus to a Tier III HPC enabled data center. The estimated capital commitment from HIVE will be approximately $3.1 million over 5 years (all amounts in US dollars, unless otherwise indicated).

Proceeds from HIVE's recent $115 million 0% exchangeable note issuance are being deployed towards reaching the Company's growth targets in GPU AI and Tier III HPC data center growth. The conversion of the New Brunswick is amongst the Company's targets this year, and this new fiber optic network marks an advancement in this goal.

Grand Falls is already energized at 70 MW gross load, with buildings and core electrical infrastructure in place. BUZZ is converting the site into a 50 MW Tier III+ AI factory designed for enterprise, government, and sovereign AI workloads.

To move intelligence at scale, Canada needs specialized optical fibre, and HIVE's BUZZ is partnered with Canada's largest carrier1 to build this in New Brunswick.

In partnership with a Canadian carrier, BUZZ is upgrading Grand Falls with dedicated high-capacity optical wavelength services, including multiple 100 Gbps and 400 Gbps connections. Delivery is expected to begin in Q3 2026. The Canadian carrier will have substantial capital expenditures beyond HIVE's capital commitment, to complete the installation of these high-speed fiber connections.

"AI is the new industrial race," said Frank Holmes, Executive Chairman of HIVE and BUZZ. "Countries that build sovereign AI factories will raise their productivity and security through data sovereignty, ensuring data doesn't leave the countries borders, providing those nations greater data IQ. Countries that do not have their own sovereign AI infrastructure will depend on foreign infrastructure and thus rent intelligence from others."

Mr. Holmes added: "The fibre overbuild is the superhighway that moves that intelligence to customers. Power plus fibre plus GPUs equals an AI factory. New Brunswick has the chance to become one of Canada's most important AI infrastructure hubs. We are flourishing in the AI token economy, and our vision is to consume electrons and export tokens. The vision is to turn Canadian power into Canadian AI tokens of intelligence."

Aydin Kilic, President and CEO of HIVE, said: "Connectivity is a prerequisite of AI factory development. Power alone does not make a sovereign AI facility; the network that carries compute to customers is equally critical. By securing exclusive dedicated network capacity at Grand Falls, we are creating the infrastructure to service enterprise and sovereign AI customers with the redundancy and throughput the AI market demands. As our GPU AI cloud offering doubles in size this year from 5,500 GPUs to 11,000 GPUs, we are excited to expand our HPC colocation business as well by bringing 50 MW of Tier III HPC data center capacity online, to accelerate the growth of BUZZ."2

Craig Tavares, President and COO of BUZZ, said: "Grand Falls is being built for the sovereign AI

strategy that Canada needs: Canadian-owned, Canadian-operated, secure, scalable, and designed for sensitive workloads on Canadian soil. With 70 MW of powered infrastructure, a 32-acre expansion path, Tier III design underway, and dedicated optical fibre capacity, BUZZ is preparing to bring one of Canada's largest sovereign AI campuses to market."

About HIVE Digital Technologies Ltd.

Founded in 2017, HIVE Digital Technologies Ltd. is the first publicly listed company to mine digital assets powered by green energy. Today, HIVE builds and operates next-generation Tier I and Tier III data centres 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.

For more information, visit hivedigitaltech.com, or connect with us on:

X: https://x.com/HIVEDigitalTech

YouTube: https://www.youtube.com/@HIVEDigitalTech

Instagram: https://www.instagram.com/hivedigitaltechnologies/

LinkedIn: https://linkedin.com/company/hiveblockchain

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

About BUZZ

BUZZ High Performance Computing ("BUZZ"), a wholly owned subsidiary of HIVE Digital Technologies Ltd. (TSXV: HIVE) and an NVIDIA Cloud Partner, delivers enterprise-grade cloud services and large- scale GPU clusters in vertically integrated data centres. Proudly Canadian, BUZZ is building sovereign AI factories while operating across 9 time zones and 3 continents. The platform supports a suite of managed services, including Kubernetes, Slurm, virtual machines, and bare-metal deployments optimized for AI, machine learning, and scientific workloads.

Headquartered in Canada with a global reach, BUZZ is one of the first and few Canadian sovereign AI platforms operating at scale. Since 2017, it has deployed supercomputing environments across Canada and the Nordics. Its AI Factories are powered entirely by renewable energy and engineered with ultra-low Power Usage Effectiveness (PUE) below 1.3, hosting thousands of industrial-grade GPUs across North America, South America, and Europe used for AI model training, fine-tuning, and inference.

Through its Green GPU initiative, BUZZ combines AI innovation with sustainability, offering localized expertise and global infrastructure.

Learn more at buzzhpc.ai

For further information, please contact:

Craig Tavares, BUZZ President and COO

Tel: (604) 664-1078

Forward-Looking Information

Except for statements of historical fact, this news release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements regarding: the development of the Grand Falls Data Centre as a sovereign AI facility; the fibre optic network overbuild and carrier transport network upgrade; anticipated delivery of multiple 100 Gbps and 400 Gbps wavelength services starting Q3 2026; the exclusive dedicated wavelength capacity arrangement with Bell Canada; air- gapped deployment capability; the potential to attract federal, sovereign, and allied government customers; anticipated demand in connection with Canada's northern defence and NORAD modernization commitments; the modular and sequenced buildout approach; revenue growth targets; and related future-oriented statements.

Forward-looking information is based on current management expectations, estimates, and assumptions, including that infrastructure will be deployed on expected timelines and within budget, that demand for AI computing will continue to grow, and that the Company will be able to execute on its Canadian AI infrastructure growth strategy. Known and unknown risks - including changes to deployment timelines, cost overruns, lower-than-anticipated demand, GPU procurement or network buildout delays, and the risk factors described in the Company's continuous disclosure documents available on SEDAR+ and EDGAR - may cause actual results to differ materially. Readers are cautioned not to place undue reliance on forward-looking information. The Company disclaims any obligation to update or revise such information except as required by law.

Supplemental Materials and Upcoming Communications

For important news and information, including investor presentations and timing of future investor conferences, visit the Investor Relations section of the Company's website, https://www.hivedigitaltechnologies.com/investors/, and its social media accounts. The Company uses its website and social media accounts as primary channels for disclosing key information to its investors, and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD

Neither 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 news release.

___________________________________

1 https://www.hivedigitaltechnologies.com/news/buzz-high-performance-computing-partners-with-bell-canada-to-deliver-advanced-sovereign- nvidia-ai-infrastructure-for-canada/

2 https://www.hivedigitaltechnologies.com/news/hives-buzz-hpc-expands-data-center-footprint-into-british-columbia-with-4-times-growth-in-liquid- cooled-ai-data-center-capacity/

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/296613

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did HIVE (HIVE) announce in this 8-K?

HIVE increased the quorum for shareholder meetings to two persons who together own at least 33 1/3% of issued and outstanding common stock, replacing a simple two-shareholder quorum, to comply with Nasdaq rules.

How much will HIVE (HIVE) invest in the Grand Falls fibre upgrade?

HIVE expects an estimated capital commitment of about $3.1 million over five years for the new fibre optic network overbuild and carrier transport upgrade at its Grand Falls Data Centre in New Brunswick.

How is HIVE (HIVE) funding its AI and data center growth plans?

HIVE states that proceeds from its recent $115 million 0% exchangeable note issuance are being deployed toward growth targets in GPU AI and Tier III high-performance computing data center capacity, including the Grand Falls upgrade.

What capacity targets does HIVE (HIVE) have for the Grand Falls AI facility?

The Grand Falls site is energized at 70 MW gross load, and BUZZ plans to convert it into a 50 MW Tier III+ AI factory designed for enterprise, government, and sovereign AI workloads, supported by upgraded network infrastructure.

When will the new high-capacity network services at Grand Falls begin?

The upgraded carrier network at Grand Falls is expected to deliver multiple 100 Gbps and 400 Gbps optical wavelength services beginning in Q3 2026, supporting high-performance and sovereign AI computing workloads.

How is HIVE’s GPU AI cloud capacity changing according to the filing?

HIVE’s GPU AI cloud offering is described as doubling from 5,500 GPUs to 11,000 GPUs, alongside plans to bring 50 MW of Tier III high-performance computing data center capacity online to expand BUZZ’s AI and colocation services.

Filing Exhibits & Attachments

7 documents

Press Releases

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