HIVE Digital prices $115M in 0% exchangeable notes due 2031

HIVE Digital Technologies upsized its private offering to $115M in 0% exchangeable senior notes due 2031, the company said Thursday, as the crypto infrastructure firm taps debt markets to fund GPU and data center expansion.

"The additional capital will support our GPU infrastructure and data center development," Frank Holmes, executive chairman of HIVE Digital Technologies, said in a statement.

The Bermuda subsidiary, HIVE Bermuda 2026, will issue the notes at zero coupon with a September 2031 maturity. Initial purchasers hold a 13-day option to buy an additional $15M in notes, bringing the potential total to $115M. The notes are senior unsecured obligations guaranteed by HIVE and exchangeable into cash, common shares or a combination at the issuer's election.

HIVE plans to enter cash-settled capped call transactions with financial counterparties to reduce potential dilution upon conversion. The company will fund the hedges using cash on hand, with the subsidiary able to reimburse HIVE from offering proceeds. Proceeds will flow to subsidiaries for capital investment, including graphics processing units and data center buildouts.

The offering marks HIVE's third 0% exchangeable note deal in 2026, following a $75M announcement in April that was later upsized to $100M and a subsequent $115M closing that same month. The repeated issuance has built a sizable 2031 note stack, raising cumulative dilution questions among investors.

Shares of HIVE fell 10.6% to $3.70 in intraday trading after the announcement, reflecting market concern over the convertible structure's eventual equity impact. Short interest stands at 14.6% of float as of late May, according to exchange data, suggesting elevated bearish positioning around the stock.

The capped call agreements are designed to offset dilution within predetermined strike boundaries, though counterparty hedging activity — including share purchases and derivative adjustments around pricing — could influence HIVE's stock price during conversion observation windows, the company said.

This article is for informational purposes only and does not constitute investment advice.