HIVE Digital closes $130 million private placement of 0% exchangeable senior notes to fund AI and data center expansion - filing update

HIVE Digital Technologies Ltd. (TSX: HIVE) (NASDAQ: HIVE) confirmed that its wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., has finalized the sale of US$130 million in aggregate principal amount of 0% exchangeable senior notes. The offering was upsized from an initial target to include the full exercise of a US$15 million option by initial purchasers. These notes are due to mature on July 1, 2031.

The company reported that the net proceeds from the offering are estimated at approximately US$124.5 million after commissions and expenses. HIVE stated it will deploy this capital to support its direct and indirect subsidiaries in expanding infrastructure for artificial intelligence (AI) and high-performance computing (HPC). Specific planned expenditures include the acquisition of graphics processing units (GPUs) and the development of data center facilities.

To mitigate potential equity dilution, HIVE entered into cash-settled capped call transactions with financial institutions. These transactions carry an initial cap price of US$8.5275 per common share, representing a 125% premium over the June 25 closing price of US$3.79. The company used US$15.7 million of cash on hand to fund these capped calls, though it may use a portion of the note proceeds for reimbursement.

The notes are exchangeable at an initial rate of 206.9429 common shares per US$1,000 principal amount, which equates to an exchange price of approximately US$4.83 per share. This represents a 27.5% premium to the company's Nasdaq share price as of June 25. HIVE retains the option to settle exchanges in cash, common shares, or a combination of both.

This transaction follows a prior US$115 million note offering closed on April 21, 2026. Combined, HIVE has raised US$245 million through 0% coupon notes during the current quarter. The EnergyMag previously reported that HIVE has been actively seeking to expand its footprint, including a non-binding letter of intent for a 10-year AI colocation lease at its 32 MW facility in Boden, Sweden.

The issuance was conducted under Rule 144A of the Securities Act of 1933, targeting qualified institutional buyers. The notes and any underlying shares have not been registered under the Securities Act and are subject to restrictions on resale. HIVE relied on an exemption under the TSX Company Manual available to eligible interlisted issuers for the offering.