{"url_path":"/sec/hive/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-003439-index.html","accession_number":"0001062993-26-003439","cik":"0001720424","ticker":"HIVE","issuer_name":"HIVE Digital Technologies Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-003439-index.html","primary_entity_key":"0001720424","primary_entity_name":"HIVE Digital Technologies Ltd."},"word_count":1038,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive Agreement**\n\n*Exchangeable Senior Notes Indenture*\n\nOn June 30, 2026, HIVE Bermuda 2026 Ltd., a Bermuda exempted company limited by shares (the \"**Issuer**\") that is a wholly-owned subsidiary of HIVE Digital Technologies Ltd. (the \"**Company**\"), issued $130 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the \"**Notes**\"), which amount includes the exercise in full of the initial purchasers' (collectively, the \"**Initial Purchasers**\") option to purchase up to an additional $15  million aggregate principal amount of Notes. The Notes are general unsecured obligations of the Issuer. The Issuer's obligations under the Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.\n\nThe Notes and the guarantee were issued pursuant to an indenture, dated as of June 30, 2026 (the \"**Indenture**\"), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and payable immediately.\n\nThe Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on July 1, 2031 (the \"**Maturity Date**\"), unless earlier exchanged, redeemed or repurchased. Prior to April 1, 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. The Issuer will settle exchanges by paying or delivering, as the case may be, cash, common shares of the Company (\"**Common Shares**\") or a combination of cash and Common Shares, at the Issuer's election. The initial exchange rate is 206.9429  Common Shares per US$1,000 principal amount of Notes (equivalent to an initial exchange price of approximately US$4.83 per Common Share, which represents a premium of approximately 27.5% above the closing sale price per Common Share on the Nasdaq Capital Market on June 25, 2026, and is subject to adjustment in some events.\n\nPrior to July 5, 2029, the Issuer may only redeem the Notes, in whole but not in part, upon the occurrence of certain tax-related events. On or after July 5, 2029, the Issuer may also redeem the Notes at its option, 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 the Issuer 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 the Issuer to repurchase for cash all or any portion of their Notes on July 1, 2030, at a cash repurchase price equal to the principal amount of the Notes to be repurchased.  If the Company undergoes a \"fundamental change,\" subject to certain conditions and limited exceptions, holders of the Notes may require the Issuer 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 or upon the Issuer's issuance of a notice of redemption, the Issuer 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\nThe foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\n*Capped Call Transactions*\n\nOn June 25 , 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the \"**Base Capped Call Transactions**\") with certain financial institutions (collectively, the \"**Option Counterparties**\"). In addition, on June 26, 2026, in connection with the Initial Purchasers' exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the \"**Additional Capped Call Transactions**,\" and, together with the Base Capped Call Transactions, the \"**Capped Call Transactions**\") with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company's common stock that initially underlie the Notes, and are expected generally to reduce potential economic dilution to the Company's common stock upon any exchange of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $8.5275, which represents a premium of 125% over the last reported sale price of the Company's common stock on June 25, 2026. The cost of the Base Capped Call Transactions was approximately $13.9 million, and the cost of the Additional Capped Call Transactions was approximately $1.8 million, for a total cost of approximately $15.7 million. The Company funded the costs of the Capped Call Transactions using cash on hand.\n\n2\n\nThe Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder's rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.\n\nThe summary of the Capped Call Transactions is qualified in its entirety by reference to form of Capped Call Confirmation attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein."}