UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On June 25, 2026, 2026, HIVE Digital Technologies Ltd. (the "Company") issued a press release announcing that HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer"), intends to offer, subject to market conditions and other factors, US$100 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended. The Issuer also expects to grant the initial purchasers of the Notes an option, exercisable within a period of 13 days from and including the date the Notes are first issued, to purchase up to an additional US$15 million aggregate principal amount of Notes. In connection with the offering of the Notes, the Company expects to enter into privately negotiated cash-settled capped call transactions with one or more financial institutions.
A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the pricing and consummation of the Offering. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with market risks, trends and conditions. These and other risks and uncertainties relating to the Company and its business can be found under the caption "Risk Factors" and elsewhere in the Company's Securities and Exchange Commission filings and reports, including the Company's Annual Report on Form 10-Kfor the year ended March 31, 2026, as well as future filings and reports by the Company which are available under the Company's EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 | Press Release dated June 25, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HIVE DIGITAL TECHNOLOGIES LTD. | ||
| By: | /s/ Darcy Daubaras | |
| Name: | Darcy Daubaras | |
| Title: | Chief Financial Officer | |
Date: June 25, 2026