HIVE Digital Technologies Ltd. 8-K

What Happened
HIVE Digital Technologies Ltd. filed an 8-K on June 25, 2026 announcing that its wholly owned subsidiary, HIVE Bermuda 2026 Ltd., intends to conduct a private offering of US$100 million aggregate principal amount of 0% exchangeable senior notes due 2031. The offering is expected to be made to qualified institutional buyers under Rule 144A, and HIVE attached a press release (Exhibit 99.1) to the filing.

Key Details

• Issuer: HIVE Bermuda 2026 Ltd., a wholly-owned subsidiary of HIVE Digital Technologies Ltd.
• Size and terms: US$100.0 million aggregate principal amount of 0% exchangeable senior notes due 2031; initial purchasers may be granted a 13-day option to buy up to an additional US$15.0 million.
• Offering format: Private placement to persons reasonably believed to be qualified institutional buyers (Rule 144A).
• Related hedging: The Company expects to enter into privately negotiated, cash-settled capped call transactions with one or more financial institutions in connection with the offering.

Why It Matters
This filing signals HIVE is seeking to raise significant capital (up to US$115M if the option is exercised) through exchangeable debt. The notes carry no periodic coupon (0%) and mature in 2031, which affects near-term cash interest obligations. Because the securities are exchangeable, they can be linked to the company’s equity exposure; HIVE’s plan to use cash‑settled capped calls indicates an attempt to manage potential dilution or equity exposure arising from the exchangeable structure. The offering is conditional on market and other factors and may not be completed; the filing includes standard forward‑looking statement cautions.