Form 8-K

8-K — HIVE Digital Technologies Ltd.

Accession: 0001062993-26-005585

Filed: 2026-10-29

Period: 2026-10-27

CIK: 0001720424

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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HIVE Digital Technologies Ltd.: Form 8-K - Filed by newsfilecorp.com

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2026-10-27

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HIVE Digital Technologies Ltd.

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2026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 27, 2026

HIVE DIGITAL TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

British Columbia

001-40398

98-1831411

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7900 Callaghan Road, Suite 128

San Antonio, Texas, United States

78229

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 664-1078

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common shares, without par value

HIVE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On October 27, 2026, HIVE Digital Technologies Ltd. (the "Company") issued a press release (the "Press Release") announcing certain business and operating updates. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 27, 2026, the Company announced that BUZZ Alpha Cloud Inc., an indirect subsidiary of the Company (the "Borrower"), entered into an approximately $129 million Loan and Security Agreement (the "Facility") as borrower, with an institutional lender, as lender, and BUZZ High Performance Computing Inc. ("BUZZ"), as parent. Proceeds from the Facility will be used to fund the purchase of an advanced sovereign AI GPU cluster and related infrastructure, including NVIDIA GB200 NVL72 GPUs which will be deployed in connection with a previously announced customer contract. The Facility bears interest at a fixed rate of 9.0% per annum and has a three (3) year term, with repayment of principal and interest amortizing over the life of the loan. The Facility will be secured by the GPUs and related assets of the Borrower. As further security for the Facility, BUZZ provided a limited recourse guarantee of the Borrower's obligations under the Facility, as well as a pledge of its equity in the Borrower, but is not otherwise liable under the financing. The Facility also has customary terms, conditions, and covenants, including required debt-service coverage ratios.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to estimated average daily revenue. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including delays in equipment delivery or commissioning, changes in customer demand, counterparty credit risk, fluctuations in power and operating costs, competitive pricing pressures, regulatory developments, capital availability and the other factors described from time to time in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"). In particular, see the Company's recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company's EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated October 27, 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: October 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit99-1.htm · Sequence: 2

HIVE Digital Technologies Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

HIVE DIGITAL TECHNOLOGIES LTD.

HIVE's BUZZ HPC Secures Approximately $129 Million at 9.0% Fixed-Rate Financing at 80% Loan-to-Cost to Expand Sovereign AI Infrastructure

This news release constitutes a "designated news release" for the purposes of the Company's amended and restated prospectus supplement dated June 16, 2026 to its short form base shelf prospectus dated October 31, 2025.

San Antonio, Texas, October 27, 2026 - HIVE Digital Technologies Ltd. (TSX: HIVE) (Nasdaq: HIVE) (BVC: HIVECO) (the "Company" or "HIVE"), through its wholly owned subsidiary BUZZ High Performance Computing Inc. ("BUZZ HPC"), today announced that BUZZ Alpha Cloud Inc. ("BUZZ Alpha Cloud"), an indirect subsidiary of the Company, has entered into a Loan and Security Agreement with an institutional lender for a single-digit, fixed-rate credit facility of approximately $129 million (the "Facility") (Unless otherwise indicated, all dollar amounts in this release are expressed in US dollars.).

Proceeds from the Facility will be used to buy an advanced sovereign AI GPU cluster and related infrastructure, including NVIDIA GB200 NVL72 systems, to be deployed for the Cohere 3-year fixed-term sovereign AI customer contract announced on June 18, 2026.

Fixed-Rate Capital Anchored to Contracted Demand

The Facility bears a fixed interest rate of 9.0% per annum over a three-year term, with principal and interest amortizing over the life of the loan. It is secured by the GPUs and related assets of BUZZ Alpha Cloud and supported by a limited recourse guarantee from BUZZ HPC and a pledge of BUZZ HPC's equity in BUZZ Alpha Cloud. At the end of the term, HIVE will own the GPUs outright with no residual payment.

BUZZ HPC is not otherwise liable under the Facility, which includes customary terms, conditions and covenants, including required debt-service coverage ratios.

Growth Funded by the Infrastructure It Builds

Held at the project level and secured by the infrastructure it funds, the Facility aligns the obligation with the assets and contracted revenue of the deployment it supports. BUZZ Alpha Cloud intends to repay the Facility from contract revenue over a fixed amortization schedule.

Because the Facility is structured as debt, no common shares of the Company are issued in connection with it.

Sovereign Compute for Canada's AI Future

Canada has a long record of world-changing breakthroughs, and its researchers helped pioneer the science behind modern artificial intelligence. Historically, much of the industrial infrastructure needed to turn that research into products and services at scale has been built outside the country. Canada's federal AI strategy sets a clear direction: invest in Canadian technology sovereignty and keep Canadian data secure under Canadian control. As AI moves from the research lab into everyday use across government, healthcare, finance and industry, organizations increasingly want to know where their data lives, where their models run and where their compute comes from.

The infrastructure funded by the Facility will keep compute within Canadian borders. BUZZ HPC believes capacity like this can help Canadian enterprises, researchers and public institutions build and run advanced AI at home, on terms they control.

A Foundation Nine Years in the Making

Since 2017, HIVE has been building a foundation of renewable power and digital infrastructure that now spans three continents, five languages and nine time zones, with data centres in Canada, Sweden and Paraguay. BUZZ HPC builds on that experience, designing and operating sovereign AI infrastructure from power through cloud so customers can run their own models and applications with their data and compute kept in the jurisdiction they choose.

HIVE and BUZZ HPC believe infrastructure should strengthen the communities around it. That has meant supporting local hockey in Boden, Sweden, and upgrading schools and lighting city streets near HIVE's operations in Paraguay. As an original signatory of Canada's Responsible Data Centre Development Principles, BUZZ HPC puts community-first design at the centre of how it develops infrastructure, guided by one purpose: transforming clean energy into compute to accelerate discovery.

Executive Commentary

Frank Holmes, Executive Chairman, HIVE Digital Technologies:

"We believe sovereignty in the AI era will depend on where compute lives and who controls it. Canada has the research talent, the clean energy and the institutions to help lead that future, and our vision is to build AI infrastructure that will serve humanity. This financing allows BUZZ HPC to put more of that infrastructure to work in Canada while keeping our capital structure disciplined, which we believe is how lasting value is built."

Aydin Kilic, President & CEO, HIVE Digital Technologies:

"We have signed $600 million of TCV for GPU cloud deals this year, across 3 GPU off-take contracts. Notably, the $129 million financing is applied towards the purchase of a $165 million cluster of NVIDIA GB200 GPUs, which the Company announced are being contracted on a 3-year fixed $225 million TCV with Cohere, which includes GPU compute and additional revenue attributed to connectivity and storage1. This represents an approximate 80% loan-to-cost, at a fixed interest rate of 9.0%. The equity contribution from the Company towards the balance of the GPU cluster and associated hardware and software cost is being funded from the proceeds of the 0% interest convertible bonds issued earlier this year."

The Company notes it has issued 0% interest convertible bonds for a total gross proceeds of $245 million, with net proceeds of approximately $200 million after capped calls.

The Company notes that it believes the $165 million price for 2,303 NVIDIA GB200 GPUs reflects a very attractive price for NVIDIA GPUs in today's market, as NVIDIA hardware has risen in price substantially over the last 6 months. Securing fixed-interest debt, in a market where many peers have borrowed on variable rates, puts HIVE in a strong position to have predictable contracted cash flow in the 3 years following the deployment of these GPUs.

Currently, delivery of these GB200 GPUs is expected to occur towards the end of Q4 2026.

About HIVE Digital Technologies Ltd.

HIVE Digital Technologies Ltd. is a global leader in sustainable digital infrastructure, building and operating renewable energy-powered data centres. Through its wholly owned subsidiary, BUZZ High Performance Computing Inc., HIVE delivers sovereign AI cloud infrastructure and enterprise GPU computing services powered by next-generation accelerated computing. HIVE's dual-engine strategy combines long-life digital infrastructure assets with renewable energy to generate diversified, long-term cash flows across AI infrastructure and digital asset mining.

1 The TCV of $220 previously disclosed for the Cohere deal only included GPU compute revenue.

For more information, visit hivedigitaltech.com, or connect with us on:

X: https://x.com/HIVEDigitalTech

YouTube: https://www.youtube.com/@HIVEDigitalTech

Instagram: https://www.instagram.com/hivedigitaltechnologies/

LinkedIn: https://linkedin.com/company/hiveblockchain

On Behalf of HIVE Digital Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information, please contact:

Nathan Fast, Director of Marketing and Branding

Frank Holmes, Executive Chairman

Aydin Kilic, President & CEO

Tel: (604) 664-1078

Neither the TSX, Nasdaq, nor any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian and United States securities legislation and regulations that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes but is not limited to: the anticipated use of proceeds from the Facility; the purchase, delivery, installation, commissioning and deployment in Canada of the GPU cluster and related infrastructure, and the timing thereof; the performance of the related customer contract and the revenue expected to be generated under it; BUZZ Alpha Cloud's ability to service and repay the Facility from contract revenue; BUZZ Alpha Cloud's ability to comply with the covenants under the Facility, including required debt-service coverage ratios; the anticipated benefits of the Facility's structure, including the limited recourse nature of BUZZ HPC's guarantee; the Company's approach to funding future GPU deployments; anticipated growth in demand for sovereign AI infrastructure; the Company's vision and its ability to scale its AI infrastructure business responsibly; BUZZ HPC's ability to convert its contracted and pipeline demand into recognized revenue; business goals and objectives of the Company; and other forward-looking information concerning the intentions, plans and future actions of the Company.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: delays in the manufacture, delivery, installation or commissioning of GPUs and related infrastructure, including supply chain constraints affecting NVIDIA systems; cost overruns in the deployment of the GPU cluster; the customer's performance of its obligations under the related contract, including counterparty credit risk, and the risk of termination, amendment or non-renewal of that contract; the Company's dependence on significant customers for its HPC operations; the risk that revenue generated under the related contract is insufficient to service the Facility or to satisfy its covenants, including required debt-service coverage ratios; the risk that a default under the Facility results in the lender enforcing its security over the GPUs, related assets and BUZZ HPC's pledged equity in BUZZ Alpha Cloud; the cost of the Facility relative to other sources of capital; the risk that the useful economic life or resale value of GPU hardware declines faster than anticipated due to technological change; the risk that demand for sovereign AI infrastructure does not grow as anticipated; the Company's ability to secure financing for future deployments on acceptable terms, or at all; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; the speculative and competitive nature of the technology sector, including competitive pricing pressure for GPU compute; the regulatory environment for AI infrastructure and cryptocurrency in Canada, the United States and the countries where the Company's facilities are located; the ability to maintain reliable and economical sources of power to operate its facilities; fluctuations in power and operating costs; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; the construction or operation of facilities may not occur as currently planned, or at all; revenue may not increase as currently anticipated, or at all; the volatility of the digital currency market; the Company's ability to successfully earn digital currency; a material decline in digital currency prices may have a significant negative impact on the Company's operations; reliance on key personnel; network security risks; and other related risks as more fully set out in the Company's disclosure documents under the Company's filings at www.sec.gov/EDGAR and www.sedarplus.ca.

The forward-looking information in this news release reflects the Company's current expectations, assumptions, and/or beliefs based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the timely delivery and deployment of the GPU cluster; the continued performance of the related customer contract; BUZZ Alpha Cloud's ability to meet its obligations and covenants under the Facility; continued demand for sovereign AI infrastructure; the Company's objectives, goals or future plans; the timing thereof; and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and accordingly, undue reliance should not be put on such information due to its inherent uncertainty. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, other than as required by law.

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