HIVE offers $75M exchangeable notes to fund AI GPUs

HIVE Digital Technologies plans to offer $75 million of 0% exchangeable senior notes due 2031 through a wholly owned subsidiary, HIVE Bermuda 2026 Ltd., to finance graphics processing unit purchases and expand AI infrastructure and data center capacity.

The securities will be sold to qualified investors, carry no regular interest and mature in 2031. Initial purchasers are expected to have a 13-day option to buy up to an additional $15 million of notes. After final pricing and the initial exchange rate are set, the issuer may permit the notes to be exchanged for cash, HIVE common shares, or a combination of both at its election.

Net proceeds will support general corporate purposes and capital investments tied to high-performance computing and AI workloads. HIVE intends to fund capped call transactions using cash on hand and may use a portion of the net proceeds to reimburse the cost of those transactions. The capped calls are structured to limit potential economic dilution of common shares if exchanges occur or to offset cash payments beyond principal, subject to a cap.

HIVE received conditional approval from the Toronto Stock Exchange to list its common shares, provided the company meets all TSX requirements by June 30, 2026, including distributing shares to a minimum number of public shareholders. The company expects trading to move from the TSX Venture Exchange to the TSX on or around April 30.

For the fiscal third quarter ended Dec. 31, 2025, HIVE reported $93.1 million in revenue, a 219% increase year over year and a 7% increase from the prior quarter. The company posted a net loss of $91.3 million for the quarter, driven by accelerated depreciation related to its Paraguay expansion and non-cash revaluation adjustments.

HIVE has been shifting parts of its operations toward high-performance computing and AI workloads. In March, the company said it would progressively phase down ASIC-based Bitcoin mining at its Boden facility in Sweden amid tax disputes with local authorities and convert the site into a Tier-III data center to support GPU clusters. HIVE has also deployed AI infrastructure in Latin America; its first GPU cluster in Asunción, Paraguay, began processing early training workloads for large language model research through the BUZZ AI Cloud platform.

Shares of HIVE closed at $2.47 on Nasdaq, trading up about 2.1% on volume of roughly $42 million, above an average daily volume of $24.6 million.