HIVE Digital Technologies Ltd. Upsizes and Prices \$100 Million Private Offering of 0% Exchangeable Senior Notes Due 2031

Key Highlights for Investors

• Significant Upsizing of Offering: HIVE Digital Technologies Ltd. has announced the pricing of a private offering of US\$100 million aggregate principal amount of 0% exchangeable senior notes due 2031, upsized from the previously announced US\$75 million. The notes will be issued by HIVE Bermuda 2026 Ltd., a wholly-owned subsidiary, and are being sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933.
• Additional Option for Purchasers: The initial purchasers are granted an option to buy up to an additional US\$15 million in notes within 13 days from the issuance date, potentially increasing the total offering size to US\$115 million.
• Zero Coupon, Exchangeable Structure: The notes will not bear regular interest nor will the principal accrete, and are due to mature on April 15, 2031, unless exchanged, redeemed, or repurchased earlier.
• Exchange Terms: Prior to January 15, 2031, the notes are only exchangeable under specific conditions and periods, becoming freely exchangeable thereafter until very close to maturity. Upon exchange, HIVE can settle with cash, common shares, or a combination, at its discretion.
• Exchange Price and Premium: The initial exchange rate is 389.5029 common shares per US\$1,000 principal amount (implying an initial exchange price of approximately US\$2.57 per share), reflecting a 17.5% premium over the April 16, 2026, closing price on Nasdaq.
• Redemption and Repurchase Features: The issuer can redeem the notes (in whole or part) after April 20, 2029, if the share price is at least 130% of the conversion price for 20 out of 30 consecutive trading days. Holders can require repurchase at par on April 15, 2029, or in the event of a “fundamental change.”
• Capped Call Transactions: HIVE is entering into capped call transactions to mitigate potential share dilution, with a cap price at US\$4.92 per share – a 125% premium to the recent share price.
• Use of Proceeds: Net proceeds (expected at ~\$95 million, or \$109.5 million if fully upsized) will be used for capital investments (notably GPU purchases and data center development), general corporate purposes, and to fund capped call transactions.
• Listing Transition: HIVE has received conditional approval to move its listing from the TSX Venture Exchange to the Toronto Stock Exchange, expected around April 30, 2026, subject to conditions.

Details Investors Must Know and Potential Share Price Impacts

• Potential Dilution: The issuance of exchangeable notes and the possibility of their conversion into common shares could be dilutive to existing shareholders, especially if the company’s share price appreciates toward or above the exchange price. However, the capped call transactions are designed to reduce the net dilutive impact.
• Redemption Triggers: The ability to redeem notes after April 2029 if share price performance is strong could influence supply and demand dynamics for HIVE’s shares.
• Hedging and Market Activity: The capped call and related hedging activities by counterparties may increase share price volatility in the short term as counterparties buy or sell shares and enter into derivatives.
• Strategic Growth Funding: The significant capital raise supports HIVE’s expansion in AI computing and data center infrastructure, aligning with management’s growth strategy and possibly boosting future earnings power.
• Listing on TSX: The move to the main Toronto Stock Exchange could improve liquidity, broaden the investor base, and enhance institutional interest, all of which could be positive for share value.
• Conditionality and Risks: The offering is subject to customary closing conditions and the completion of the TSX listing is not guaranteed. Non-completion could affect both the company’s access to capital and its growth plans.

Full Transaction Details

The notes are general unsecured obligations of HIVE Bermuda 2026 Ltd., guaranteed by HIVE on a senior unsecured basis. They will not pay regular interest and are set to mature on April 15, 2031. The initial exchange price of US\$2.57 per share represents a premium to the current market price, which may make conversion less attractive unless the share price appreciates significantly. Redemption features, repurchase rights for fundamental changes, and capped call transactions provide both protection and upside limitation for investors.

HIVE expects to use the proceeds to fund capital investments, including the purchase of GPUs and data center development, continuing its strategy of growth in AI and high-performance computing. The capped call transactions, funded from existing cash and potentially the new proceeds, are structured to reduce dilution from potential share issuance upon conversion of the notes.

The company has obtained conditional approval to list on the Toronto Stock Exchange, with the expectation that trading will commence around April 30, 2026, subject to all TSX requirements being met. Until then, the offering is being conducted under TSX Venture Exchange rules, with HIVE relying on an interlisting exemption.

About HIVE Digital Technologies Ltd.

HIVE, founded in 2017, was among the first publicly listed companies to focus on digital asset mining powered by green energy. The company now operates next-generation data centers in Canada, Sweden, and Paraguay, serving both Bitcoin and high-performance computing clients. Its infrastructure is driven by hashrate services and GPU-accelerated AI computing, offering scalable and environmentally responsible solutions for the digital economy.

For more information, visit hivedigitaltech.com or follow HIVE on X, YouTube, Instagram, or LinkedIn.

Forward-Looking Statements

This news release contains forward-looking information based on current expectations, including statements regarding the completion and terms of the offering, potential issuance of additional notes, use of proceeds, and planned listing on the TSX. Actual results may differ due to risks such as failure to close the offering, regulatory changes, access to capital, and dilution from note conversion. Investors should review HIVE’s filings at SEC EDGAR and SEDAR+ for additional risk factors.

Disclaimer: The above summary is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Securities may not be offered or sold in the United States absent registration or an applicable exemption. Investors should consult official filings and their financial advisor before making investment decisions.

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