{"url_path":"/sec/hive/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases Of Equity Securities**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-002973-index.html","accession_number":"0001062993-26-002973","cik":"0001720424","ticker":"HIVE","issuer_name":"HIVE Digital Technologies Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-002973-index.html","primary_entity_key":"0001720424","primary_entity_name":"HIVE Digital Technologies Ltd."},"word_count":1506,"has_tables":true,"body_markdown":"**Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases Of Equity Securities**\n\n***Market Information for Common Stock***\n\nOur common stock is listed on Nasdaq and the Toronto Stock Exchange under the symbol \"HIVE.\"\n\nThe securities regulatory authorities in each of the provinces and territories of Canada have published amendments to National Instrument 44-102 - Shelf Distributions (\"NI 44-102\") and certain related securities law instruments implementing a permanent expedited shelf prospectus regime for well-known seasoned issuers (the \"WKSI Rules\"), which came into force on November 28, 2025. In Canada, the term \"well-known seasoned issuer\" or \"WKSI\" is defined under has the meaning given to it in National Instrument 44-102 - *Shelf Distributions*(\"NI 44-102\"). HIVE qualifies as a well-known seasoned issuer in Canada because: (i) it has qualifying public equity of at least CAD$500,000,000 on one day during the preceding 60 days; (ii) it is a reporting issuer in each province and territory of Canada; and (iii) it is qualified to file a short form prospectus under section 2.2, 2.3, 2.4 or 2.5 of NI 44-102.\n\n48\n\nHIVE confirms that, as at the date of this Annual Report on Form 10-K, it satisfies the criteria to be eligible to file a WKSI base shelf prospectus under applicable Canadian securities laws, including having filed all required periodic and timely disclosure documents for the financial year ended March 31, 2026, and is not in default of any requirement of applicable securities legislation in any jurisdiction in which it is a reporting issuer. As of the date of this Annual Report on Form 10-K, the Corporation confirms that it continues to be eligible to file a WKSI base shelf prospectus\n\n***Holders of Record***\n\nAs of May 25, 2026 there were 30 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.\n\n***Dividends and Dividend Policy***\n\nWe have never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and execute our strategic initiatives. As a result, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our business, financial condition, results of operations, cash requirements and availability, industry trends, and other factors that the Board may deem relevant. Any such decision also will be subject to compliance with contractual restrictions and covenants in the agreements governing our indebtedness.\n\n***Issuer Purchases of Equity Securities***\n\nNone.\n\n***Stock Performance Graph***\n\nThe following chart compares the cumulative total shareholder return (TSR) of $100 invested in our Common Shares (HIVE) with the cumulative TSR of the NASDAQ Composite Index, RUSSELL 3000 and the equally-weighted average return of our self-constructed Peer Group for the period from March 31, 2021 to March 31, 2026.\n\nOur self-constructed Peer Group Index consists of the members of our March 31, 2026 peer group with available publicly traded market data as of and subsequent to, March 31, 2026, and consists of:  CleanSpark Inc (CLSK), Keel Infrastructure Corp. [formerly Bitfarms Ltd.] (KEEL), Hut 8 Corp (HUT), Marathon Digital Holdings Inc (MARA), and Riot Platforms Inc. (RIOT).\n\n***Unregistered Sales of Equity Securities; Use of Proceeds from Registered Offerings***\n\n*Exchangeable Senior Notes*\n\nIn April, 2026, our subsidiary, HIVE Bermuda 2026 Ltd. (\"HIVE Bermuda\") issued $115 million aggregate principal amount of Exchangeable Senior Notes (the \"Exchangeable Notes\" or the \"Notes\"), which included the full exercise of the purchasers' option to purchase up to an additional $15.0 million aggregate amount of Notes. The Exchangeable Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside of the United States pursuant to Regulation S under the Securities Act. The Convertible Notes do not bear interest and mature on April 15, 2031. The Notes are general unsecured obligations of HIVE Bermuda and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.\n\nThe Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on April 15, 2031 (the \"Maturity Date\"), unless earlier exchanged, redeemed or repurchased. Prior to January 15, 2031, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date. HIVE Bermuda will, at its election, settle exchanges by paying or delivering, as the case may be, cash, common shares of the Company or a combination of cash and Common Shares. The initial exchange rate is 389.5029 Common Shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $2.57 per Common Share, which represents a premium of approximately 17.5% above the closing sale price per Common Share Nasdaq on April 16, 2026), and is subject to adjustment in some events.\n\n49\n\nHIVE Bermuda may only redeem the Notes prior to April 20, 2029 at its option, in whole but not in part, upon the occurrence of certain tax-related events. HIVE Bermuda also may redeem the Notes at its option on or after April 20, 2029 in whole or in part if the last reported sale price of the Common Shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which HIVE Bermuda provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) to, but excluding, the redemption date.\n\nHolders of the Notes may require HIVE Bermuda to repurchase for cash all or any portion of their Notes on April 15, 2029, at a cash repurchase price equal to the principal amount of the Notes to be repurchased. If HIVE undergoes a \"fundamental change,\" subject to certain conditions and limited exceptions, holders of the Notes may require HIVE Bermuda to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (if any) to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Notes or upon HIVE Bermuda's issuance of a notice of redemption, HIVE Bermuda will, in certain circumstances, increase the exchange rate for holders of the Notes who elect to exchange their Notes in connection with such a corporate event or exchange their Notes called (or deemed called) for redemption during the related redemption period, as the case may be.\n\nNet proceeds from the offering of the Notes were approximately $109.5 million.\n\n***Use of Proceeds from Registered Offerings***\n\n*Amended October 2024 ATM Equity Program*\n\nThe Amended October 2024 ATM Equity Program was pursuant to an amended and restated equity distribution agreement dated May 14, 2025 (the \"Amended October 2024 ATM Agreement\") between the Company and Keefe, Bruyette & Woods, Inc., Stifel Nicolaus Canada Inc., Canaccord Genuity LLC, Canaccord Genuity Corp., Roth Canada, Inc., B. Riley Securities, Inc., and Northland Securities, Inc. (the \"October 2024 Agents\").\n\nUnder the Amended October 2024 ATM Equity Program, the Company, through the October 2024 Agents, was able to sell up to $119.2 million of Common Shares. During the year ended March 31, 2026, the Company issued 53,540,585 Common Shares for gross proceeds of $119.2 million. The Amended October 2024 ATM Equity Program was completed on October 1, 2025.\n\n*November 2025 ATM Equity Program*\n\nThe November 2025 ATM Equity Program was conducted pursuant to an equity distribution agreement dated November 25, 2025 (the \"November 2025 ATM Agreement\") between  the Company and Keefe, Bruyette & Woods, Inc., Stifel Nicolaus Canada Inc., Cantor Fitzgerald & Co., Cantor Fitzgerald Canada Corporation, Canaccord Genuity LLC,  Canaccord Genuity Corp., Roth Capital Partners LLC,  Roth Canada, Inc., B. Riley Securities, Inc., Northland Securities, Inc. and Rosenblatt Securities Inc. (collectively, the \"November 2025 ATM Agents\")\n\nUnder the November 2025 ATM Agreement, the Company, through the November 2025 ATM Agents, was able to sell up to $300 million of Common Shares. During the year ended March 31, 2026, the Company issued 19.9 million  Common Shares under the November 2025 ATM Equity Program for gross proceeds of $56.9 million.\n\nWe used the proceeds from our ATM Equity Program prudently to support the growth and development of our HPC business, as well as for working capital and general corporate purposes. For more information, please see Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations."}