HIVE Digital Technologies Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedMarch 31,2026

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*Commission file number:*000-40398

HIVE DIGITAL TECHNOLOGIES LTD.

(Exact name of registrant as specified on its charter)

**604-664-1078 **

(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No**☐**

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes**☐** No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No**☐**

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No**☐**

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.** ☒**

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error or previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).** ☐**

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes**☐** No**☒**

The aggregate market value of the common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $950,740,231..

As of May 25, 2026, the registrant had 267,430,821 of its common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III, Items 10-14 of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement for the 2026 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A. If such Proxy Statement is not filed within 120 days after the end of the registrant’s fiscal year covered by this Annual Report on Form 10-K, such information will be included in an amendment to this Annual Report on Form 10 K to be filed within such 120-day period.

FORM 10-K

FOR THE FISCAL YEAR ENDED MARCH 31, 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains statements that constitute "forward looking statements" or "forward looking information" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933 (as amended, the "Securities Act"), Section 21E of the U.S. Securities Exchange Act of 1934 (as amended, the "Exchange Act") and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Such forward-looking statements include, but are not limited to, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans and objectives of management for future operations, statements about our objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities, and statements regarding legal and regulatory matters.

All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions. Although the assumptions made by the Company in providing forward looking information or making forward looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of the Company to differ materially from any projections of results, performances and achievements of the Company expressed or implied by such forward-looking information or statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Form 10-K. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Annual Report on Form 10-K. The Company does not undertake to update or reissue forward looking information as a result of new information or events except as required by applicable law.

GLOSSARY

The following are abbreviations and definitions of certain terms used in this Annual Report on Form 10-K, some of which are commonly used in the data center, digital infrastructure, and cryptocurrency mining industries:

Below is a summary of the principal factors that make an investment in our securities speculative or risky. This summary does not address all of the risks we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information included in this Annual Report on Form 10-K.

Risks Related to our Business and Operations

• Energy costs in the regions where we operate may increase;

• Prolonged power outages or disruptions in the power supply may adversely affect our business, operations and financial condition;

• Our development and growth of new projects are subject to risks that could cause delays or increased costs, and could adversely affect our business;

• Server malfunctions or failures could harm our business;

• Risk of physical security breach or theft;

• We may be unable to obtain adequate insurance coverage;

• Hazards associated with high-voltage electricity transmission and industrial operations may result in suspension of our operations or the imposition of civil or criminal penalties;

• Future profits/losses and production revenues/expenses;

• Substantial costs to maintain and upgrade our hardware over time and to grow our business

• Our reliance on third-party suppliers could adversely affect our operations;

• Increasing scrutiny of our environmental, social and governance ("ESG") practices and the impacts of climate change could increase our operating costs, divert management attention from our strategic goals, and adversely affect our business;

• Cybersecurity threats and hacking attacks could compromise our systems and data, resulting in material adverse effects on our business, financial condition, and results of operations;

• Our business is highly dependent on a small number of equipment suppliers. If we are unable to procure the required equipment to maintain and grow our business, our expansion plans, business, financial performance, financial condition and results of operations;

Risks Related to ASIC Compute

• Regulatory changes or actions may alter the nature of an investment in the company or restrict the use of cryptocurrencies in a manner that adversely affects the company's operations;

• The value of cryptocurrencies may be subject to volatility and momentum pricing risk;

• Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure;

• Our reliance on third-party mining pool service providers may have a negative impact on our business;

• Possibility of less frequent or cessation of monetization of cryptocurrencies;

• Cryptocurrency network difficulty and impact of increased global computing power;

• Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment;

• The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain;

• Quantum computing may compromise cryptographic security underlying blockchain networks;

• The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate;

• The company may be required to sell its inventory of cryptocurrency to pay suppliers;

• The company's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies;

• The company's Bitcoin may be subject to loss, theft or restriction on access;

• Bitcoin transactions are generally irreversible. If our Bitcoin is stolen, lost, or incorrectly transferred may be irretrievable, and we may limited or no effective means of recovery;

• If for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations;

• Transactional fees and demand for bitcoin;

• The 2028 bitcoin halving may adversely affect the company's profitability;

• Forks in the bitcoin network may occur in the future, which may affect the value of bitcoin held by us;

• Bitcoin is a form of technology which may become redundant or obsolete in the future.

Risks Related to HPC businesses

• Our ability to identify suitable locations and regulatory constraints could adversely impact our development pipeline, expansion strategy, and results of operations;

• The HPC market is highly competitive, and we face established competitors who may have more resources;

• Our HPC business may not be profitable;

• The Teaming Agreement with Bell Canada Inc. is a framework for collaboration and business development opportunities and does not guarantee future customer volumes, revenues or deployments;

• Our expansion into HPC may divert resources from our core Bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity;

• Our expansion into AI and HPC infrastructure is highly capital intensive, and there can be no assurance we will be able to obtain financing on favorable terms, or at all;

• The GPU compute market is rapidly evolving and volatile. If we are unable to adapt to changing market conditions, our business, operations and financial condition may be adversely affected;

• The Company may enter into long-term infrastructure or financing commitments in anticipation of future customer demand. If customer contracts are delayed, reduced, terminated, not renewed, or if counterparties fail to perform their obligations, the Company's revenues, cash flows, and growth strategy could be materially adversely affected;

• The regulatory landscape surrounding the HPC and AI industries is rapidly evolving and may limit our ability to continue to grow our HPC business.

General Risk Factors

• Future capital needs, uncertainty of additional financing and dilution;

• Management of growth;

• Additional funding requirements and dilution;

• Loss of key employees & contractors, or an inability to attract and retain personnel, may harm our business;

• Global financial conditions;

• Pandemics;

• Conflicts of interest;

• Liquid market for securities;

• We do not intend to pay dividends in the foreseeable future;

• Interest rate risk;

• Currency exchange risk;

• The market price for our common shares may be volatile and subject to wide fluctuations, which could have a negative impact on our shareholders;

• Common shares issuable upon exchange of the Exchangeable Notes may dilute the ownership interest of our shareholders or may adversely affect the market price of our common shares;

• We may be unable to raise the funds necessary to repurchase the Exchangeable Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the exchangeable notes;

• The fundamental change repurchase feature of the Notes may delay or prevent an otherwise beneficial takeover attempt of the company;

• The Capped Call transactions may affect the trading of the Exchangeable Notes and the market price of our common shares;

• We are subject to counterparty risk with respect to the capped call transactions.

• We face risks associated with our current indebtedness, and our failure to service debt or remain in compliance with certain covenants may have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Certain Regulatory Compliance and Other Legal Matters

• As we continue to expand, our obligations to comply with the laws, rules, regulations and policies across a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by Canadian, U.S. And non-US. Regulators and governmental authorities;

• Energy tariffs in Paraguay;

• The application of the U.S. Commodity Exchange Act, as amended (the "CEA") and the regulations promulgated thereunder by the U.S. Commodity futures trading commission ("CFTC") to our business is unclear and is subject to change in a manner that is difficult to predict;

• We are involved in legal proceedings from time to time, which could adversely affect us;

• Regulatory changes reclassifying Bitcoin as a security could lead to the Company being classified as an "investment company" under the Investment Company Act of 1940 (the "1940 Act") and could adversely affect the market price of Bitcoin and the market price of our listed securities;

• The ability of shareholders to bring actions or enforce judgments against us or our directors and executive officers may be limited;

• Imposition of U.S. Tariffs;

• We are subject to extensive environmental regulation, and failure to comply with environmental laws or changes in such laws could result in significant liabilities and have a material adverse effect on our business;

• Costs related to reporting requirements applicable to U.S. domestic issuers;

• The regulatory and legislative developments related to climate change may materially adversely affect our brand, reputation, business, results of operations and financial position;