HIVE Digital Technologies Ltd. saw its stock decline 3.3% on Friday after the company disclosed it had increased the size of an exchangeable note offering to $115.0 million from the previously announced $100.0 million.
The company said it priced $115.0 million aggregate principal amount of 0% exchangeable senior notes due 2031 in a private placement to qualified institutional buyers. The notes were issued by HIVE Bermuda 2026 Ltd., a wholly owned subsidiary. Initial purchasers were granted an option, exercisable within 13 days, to buy up to an additional $15.0 million aggregate principal amount of the notes.
Under the terms disclosed, each $1,000 principal amount of notes will be exchangeable into 206.9429 shares of HIVE common stock, which is equivalent to an exchange price of approximately $4.83 per share. The company noted that this exchange price represents a 27.5% premium to HIVE’s closing sale price on Nasdaq on June 25, 2026.
HIVE estimated net proceeds to be about $110.0 million from the offering as priced, and approximately $124.5 million if the initial purchasers’ option is exercised in full, after deductions for discounts, commissions and expenses. The company stated it intends to deploy the proceeds for general corporate purposes, capital investment including the purchase of graphics processing units, and development of data centers.
The notes are scheduled to mature on July 1, 2031, unless they are earlier exchanged, redeemed or repurchased. Holders have the right to require the issuer to repurchase their notes on July 1, 2030, at a cash repurchase price equal to the principal amount.
In conjunction with the offering, HIVE entered into privately negotiated cash-settled capped call transactions with financial institutions. The cap price on those transactions is initially set at $8.5275 per common share, which the company indicated is a 125.0% premium to the last reported sale price of $3.79 per share on Nasdaq on June 25, 2026.
The company said the sale of the notes is expected to close on June 30, 2026, subject to customary closing conditions.
Context and implications
The upsized exchangeable notes offering sets a defined exchange rate and an initial exchange price premium to the most recent Nasdaq closing value cited by the company. The arrangement includes an over-allotment option for initial purchasers and paired capped call transactions intended to modify the potential equity exposure associated with the exchange feature.
Market reaction
Shares of HIVE fell 3.3% on the day the company announced the upsized offering and the related terms.
Closing timeline
The issuance is scheduled to close on June 30, 2026, pending customary conditions to closing.