HIVE Digital Technologies Ltd.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Notes to the Condensed Interim Consolidated Financial Statements 6-33
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**1. **Nature of Operations
HIVE Digital Technologies Ltd. (the "Company") is in the business of providing infrastructure solutions, including operating Tier-1 and Tier-3 data centers, the computing power of which is used for high performance computing ("HPC") and generating hashrate which is sold to mining pools that use the hashpower for "the mining of cryptocurrencies". The Company's operations fund the Company's ongoing investing and expansion activities. Digital currencies are subject to risks unique to the asset class and different from traditional assets. Additionally, the Company may at times hold assets with third party custodians or exchanges that are limited in oversight by regulatory authorities.
The Company was incorporated in the province of British Columbia and is a reporting issuer in each of the Provinces and Territories of Canada. The Company is listed for trading on the Nasdaq's Capital Markets Exchange under "HIVE", and on the Colombian Stock Exchange under "HIVECO". Effective May 12, 2026, the Company completed its efforts to list on the Toronto Stock Exchange ("TSX") under the symbol "HIVE.TO" and is no longer trading on the TSX Venture Exchange.
**2. **Basis of Presentation
The accompanying condensed interim consolidated financial statements (the "financial statements") are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and include the results of the Company and its wholly owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU"). These financial statements are presented in U.S. dollars, which is the functional currency of the Company. The results in the financial statements and these notes include required estimates and assumptions of management, and they are not necessarily indicative of results to be expected for the year ending March 31, 2027, or for any future interim period. Further, the financial statements and the notes do not include all the information and notes required by GAAP for a complete presentation of annual financial statements. As such, the financial statements and the notes should be read in conjunction with the consolidated financial statements for the year ended March 31, 2026, and notes thereto, included in the 2026 Annual Report.
(i) Use of estimates
The preparation of these condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to the: estimates in the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions; discount rate in determining lease liabilities; recoverability of long-lived assets including impairment of property, plant and equipment and their associated useful lives, and assessment of the contingencies and tax liabilities.
These estimates, judgments, and assumptions are reviewed periodically, and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ from those estimates, judgments, or assumptions, and such differences could be material to the Company's condensed interim consolidated financial position and results of operations.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
2. Basis of Presentation(continued)
(ii)** Basis of consolidation**
These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Subsidiaries are entities in which the Company has a controlling interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The condensed interim consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.
(iii)Foreign currency
Effective April 1, 2024, the Company's functional currency changed from the Canadian dollar to the U.S. dollar, which is prospectively accounted for in these financial statements. The change in functional currency better reflects the ongoing activities and operations of the Company.
For purposes of the Company's financial statements, the assets and liabilities of subsidiaries with a Canadian dollar functional currency are translated into U.S. dollars. Gains and losses resulting from these translations are reported as a component of accumulated other comprehensive income (loss) on the consolidated statements of comprehensive income (loss). Revenue, expenses, and gains or losses are translated into U.S. dollars using average exchange rates for each period.
Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as a component of other income, net on the statement of operations.
(iv)** Significant Accounting Policies**
Except for the update noted below, see the Company's 2026 Annual Report for a detailed discussion of the Company's significant accounting policies.
Convertible Loan
Capped call transactions entered into in connection with convertible debt issuances are evaluated under ASC 815-40 to determine whether they qualify for equity classification. Instruments that do not qualify for equity classification are recognized as derivative assets or liabilities and measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
Fair value is determined using the black scholes option pricing model that incorporates relevant market-based inputs, including the Company's share price, expected volatility, risk-free interest rate, expected term and contractual terms of the instruments. The fair value measurement is classified within the appropriate level of the fair value hierarchy under ASC 820 based on the nature of the inputs used.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
2. Basis of Presentation(continued)
(v) Recent accounting standards
The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:
Accounting Standards Update 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. The amendments are effective for annual periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software ("ASU 2025-06"). ASU 2025-06 eliminates the distinction between software project development stages and clarifies the threshold applied to begin capitalizing costs. The new standard is effective for the Company for its annual and interim periods beginning January 1, 2028, and permits prospective, modified prospective, retrospective or early adoption. The Company is currently evaluating the impact of adopting the standard.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("ASU 2025-03"), which amends the guidance for identifying the accounting acquirer in transactions involving the acquisition of a variable interest entity that meets the definition of a business. The guidance is intended to reduce diversity in practice and improve consistency in the application of acquisition accounting. The new standard is effective for the Company for its annual periods beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
3. Asset Acquisitions
Acquisition of real property - New Brunswick
On September 24,2026, the Company closed the acquisition of real property located in the city of Grand Falls, in the province of New Brunswick. In consideration, the Company paid $1.7 million cash that include transaction costs of $17 thousand.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value
of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| Cash paid | $1,708 |
|---|---|
| Acquisition costs | 17 |
| Total consideration | $1,725 |
| Land | $1,725 |
| Net assets acquired | $1,725 |
Acquisition of real property - Ontario
On May 15, 2026, the Company closed the acquisition of real property located around Ontario's Toronto-Waterloo innovation corridor. In consideration, the Company paid $5 million cash and issued a mortgage to the seller in the amount of $4.4 million. The consideration paid includes transaction costs of $0.6 million.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value
of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| Cash paid | $4,354 |
|---|---|
| Mortgage (Note 14) | 4,363 |
| Acquisition costs | 618 |
| Total consideration | $9,335 |
| Land | $9,335 |
| Net assets acquired | $9,335 |
Acquisition of real property - Ontario
On January 30, 2026, the Company closed the acquisition of real property located around Ontario's Toronto-Waterloo innovation corridor. In consideration, the Company paid $21.6 million cash and issued a mortgage to the seller in the amount of $14.7 million. The consideration paid includes transaction costs of $2.0 million.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair valueof the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| Cash paid | $19,547 |
|---|---|
| Mortgage (Note 14) | 14,747 |
| Acquisition costs | 2,026 |
| Total consideration | $36,320 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
3. Asset Acquisitions(continued)
| Land | $36,320 |
|---|---|
| Net assets acquired | $36,320 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
3. Asset Acquisitions(continued)
Acquisition of Megawatt Mining Corp.
On September 15, 2025 the Company closed the acquisition of real property located at 15 City View Drive, Toronto, Ontario (the "Property") and shares of Megawatt Mining Corp. ("MMC") from an unrelated party. In consideration, the Company paid $9.2 million cash and issued 1 million common shares of the Company. The consideration paid also includes transaction costs of $556.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| Cash paid including | $8,692 |
|---|---|
| Share consideration | 3,919 |
| Acquisition costs | 556 |
| Total consideration | 13,167 |
| Cash | $59 |
| Deposits | 109 |
| Building and land | 12,919 |
| GST receivables | 151 |
| Accounts payable | (71) |
| Total assets | $13,167 |
| Deferred tax liability | (-) |
| Net assets acquired | $13,167 |
Acquisition of Zunz S.A.
Effective March 17, 2025 the Company closed the acquisition of Zunz S.A. with an unrelated party. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months. The consideration paid also includes transaction costs of $692 and cash advanced by the Company after January 28, 2025. The Company fully paid the acquisition loan payable by March 31, 2026 (March 31, 2025 - $31 million).
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| Cash paid | $25,000 |
|---|---|
| Acquisition loan payable | 31,000 |
| Cash advance | 7,260 |
| Acquisition costs | 692 |
| Total consideration | $63,952 |
| Land | $952 |
| Equipment | 44 |
| Building and leasehold | 57,070 |
| Power purchase agreement guarantee | 3,314 |
| VAT receivables | 3,126 |
| Other | 52 |
| Total assets | 64,558 |
| Deferred tax liability | (606) |
| Net assets acquired | $63,952 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**4. **Investments
As at September 30, 2026 and March 31, 2026, the Company holds investments in both private and public companies. The Company has elected to measure its investments in equity securities of private companies at fair value with changes through profit or loss.
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Marketable securities | $7,465 | $6,624 |
| Equity securities of private companies (Note 24) | 806 | 463 |
| Funds | 2,747 | 2,654 |
| $11,018 | $9,741 |
Marketable securities are level 1 fair value measurements as they are publicly traded equity securities, whereas the investments in private companies are level 3 fair value measurements. The funds are measured at their net asset value.
During the three and six month period ended September 30, 2026 and 2025, the Company recognized $887 of unrealized loss and $390 of unrealized gain, respectively (September 30, 2025 - $8,282 and $110 of unrealized loss, respectively) on equity instruments held at September 30, 2026, of which $5 and $8 (September 30, 2025 - $16 and $29, respectively) is related to its private company investments.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**5. **Amounts Receivable and Prepaids
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Sales tax receivable | $11,701 | $13,370 |
| Prepaid expenses and other receivables | 11,319 | 7,484 |
| Receivable on sale of subsidiary (1) | 1,816 | 1,816 |
| Accounts receivable and prepaids, gross | 24,836 | 22,670 |
| Provisions and liability on sales tax receivable, opening | (4,957) | (6,633) |
| Impairment of receivable on sale of subsidiary(1) | - | (1,816) |
| Recovery and reversal | - | 2,467 |
| Foreign exchange | 55 | 1,025 |
| Provision on sales tax receivable | (4,902) | (4,957) |
| Amounts receivable and prepaids, net | 19,934 | 17,713 |
| Less: current portion | (18,645) | (15,566) |
| Long term portion | $1,289 | $2,147 |
(1) This balance is conditional upon ruling by the Swedish Tax Authority related to an ongoing process in connection with certain value added tax (VAT) balances remitted and or claimed by the Company. If the ruling is favourable; amounts will be received; otherwise, the amounts will not be collectible. Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process. Management has assessed the collectability of the receivable based on the financial worthiness of the counterparty, and in light of recent events the Company impaired the full amount of the receivable in fiscal 2026. The amount is recorded as impairment of receivable on sale of subsidiary on the consolidated statements of loss and comprehensive loss.
During the year ended March 31, 2024, after examination of the history of claims and payments received from various authorities, together with regulatory challenges, the Company assessed the collectability of its Sales tax receivable balance. As a result, the Company determined that there is uncertainty over the collection of certain amounts and recorded a provision of $4.5 million for these receivables. During the year ended March 31, 2025, the Company recorded an recovery of $1.3 million and an additional provision of $0.3 million which was paid for by the Company during the year ended March 31, 2026.
The Company also received an assessment of $2.3 million for Sales tax payable that is included in the provision as a result of a Sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021. During the year ended March 31, 2026, the Company received sales tax credits totalling $2.3 million that were applied against this assessment and accrued interest. During the period ended September 30, 2026, there were no additional provisions, recoveries, or assessments recorded in respect of these matters.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts as at September 30, 2026. The majority of cash is deposited in bank accounts held primarily with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.
The Company is exposed to credit risk related to amounts receivable from the Swedish government related to VAT filings and from the Canadian and Quebec governments related to the sales tax filings (Note 16).
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**6. **Digital Currencies
Digital currencies are recognized at their fair value on the date they are received as revenue from digital currency mining and are revalued to their current market value at each reporting date.
The Company's holdings of digital currencies consist of the following:
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Bitcoin | $22,410 | $10,612 |
| Other currencies | 212 | 210 |
| Total | $22,622 | $10,822 |
The continuity of digital currencies was as follows:
| Bitcoin | Amount | Number of coins |
|---|---|---|
| Digital currencies, March 31, 2025 | $180,741 | 2,201 |
| Digital currency mined (non-cash consideration) | 278,253 | 2,885 |
| Digital currency purchased | 18,330 | 172 |
| Digital currency sold | (276,681) | (2,969) |
| Deposit on equipment (i) | (190,153) | (2,139) |
| Revaluation adjustment | 122 | - |
| Digital currencies, March 31, 2026 | $10,612 | 150 |
| Digital currency mined (non-cash consideration) | 148,097 | 2,074 |
| Digital currency sold | (134,943) | (1,909) |
| Deposit on equipment (i) | (3,238) | (46) |
| Revaluation adjustment | 1,882 | - |
| Digital currencies, September 30, 2026 | $22,410 | 269 |
The following table summarizes the Company's net realized and unrealized gains (losses) on digital currencies:
| September 30, 2026 | September 30, 2025 | |
|---|---|---|
| Cumulative realized gain (loss) | $2,614 | $21,473 |
| Revaluation (loss) gain | 1,888 | 6,241 |
| Net realized and unrealized (losses) gains | $4,502 | $27,714 |
The total net realized and unrealized gains (losses) on digital currencies during the three and six month period ended of September 30, 2026 was $5.3 million and $4.5 million, respectively (September 30, 2025 - gain of $4.6 million and loss of $27.7 million, respectively) includes cumulative realized gains of $1.9 million and $2.6 million, respectively, (September 30, 2025 - cumulative realized gains of $4.2 million and $21.5 million, respectively) and revaluation adjustment gain of $3.4 million and $1.9 million, respectively (September 30, 2025 - revaluation adjustment gain of $0.4 million and $6.2 million, respectively). During the three month and six month period ended September 30, 2026, the Company sold digital currencies for proceeds totalling $70 million and $140.8 million, respectively (September 30, 2025 - $118.6 million and $325.8 million, respectively).
(i) The Company enters into certain equipment purchase agreements whereby the Company has the right to pay for the equipment deposit using Bitcoin (BTC). If the deposit is paid in BTC the Company has an option to repurchase the bitcoin in the future at the price on the date that that the deposit in BTC was made. During the six month period ended September 30, 2026, the Company exercised certain options and repurchased a total of 259 Bitcoin at a strike price between $87 to $88.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
6. Digital Currencies(continued)
During the six month period ended September 30, 2026, the Company transferred 46 Bitcoin (March 31, 2026 -2,139 Bitcoin) as a deposit on equipment and received an option to repurchase the BTC. The option is initially measured at fair value on the respective issuance dates included in the table below, using the Black-Scholes option pricing model with the following assumptions:
| January 7, 2026 | March 7, 2026 | April 19, 2026 | |
|---|---|---|---|
| Spot rate ($) | 91 | 67 | 74 |
| Strike price ($) | 110 | 110 | 110 |
| Risk-free interest rate | 3.48% | 3.54% | 3.64% |
| Expected life (years) | 1.01 | 1.01 | 1.01 |
| Annualized volatility | 45.92% | 51.21% | 44.34% |
| Number of Bitcoin | 106 | 60 | 46 |
| Contract value ($) | 11,665 | 6,648 | 5,017 |
| Fair value - initial ($) | 1,225 | 266 | 210 |
The options are re-valued each reporting period. As at September 30, 2026 and March 31, 2026, the options were valued using the Black-Scholes option pricing model with the following assumptions:
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Spot price | $84 | $68 |
| Strike price | $110 | $110 |
| Risk-free interest rate | 4.13 - 4.34% | 3.60% - 3.71% |
| Expected life (years) | 0.28 - 0.56 | 0.79 - 0.95 |
| Annualized volatility | 37.01 - 37.96% | 51.37% |
| Number of BTC pledged | 212 | 166 |
As of September 30, 2026, the Company holds options to repurchase 212 Bitcoin (March 31, 2026 -166) and the fair value of these options is $0.3 million (March 31, 2026 - $0.6 million). During the three and six month period ended September 30, 2026, the Company recognized a remeasurement gain of $0.2 million and $0.5 million, respectively (September 30, 2025 - $0.9 and $17.5, respectively) (Note 25).
The derivative asset continuity is outlined below:
| September 30, 2026 | # BTC | March 31, 2026 | # BTC | |
|---|---|---|---|---|
| Balance, at April 1 | $606 | 166 | $1,300 | 172 |
| Additions | 210 | 46 | 35,166 | 2,245 |
| Modifications and exercises | - | - | (12,807) | (799) |
| Expirations | - | - | (6,471) | (1,452) |
| Change in fair value | (496) | - | (16,582) | - |
| Balance, at September 30, 2026 | $320 | 212 | $606 | 166 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**7. **Plant and Equipment
Property and equipment consist of the following components:
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Equipment | $648,225 | $652,672 |
| Land | 72,476 | 47,065 |
| Building | 173,811 | 157,236 |
| Total | 894,512 | 856,973 |
| Accumulated depreciation and impairment | (503,863) | (376,497) |
| Net carrying value | $390,649 | $480,476 |
The Company depreciates its property, plant and equipment over the remaining estimated useful economic life.
During the period ended September 30, 2026, the Company assessed factors such as the challenging economics of Bitcoin mining, including lower mining revenue per unit of computing power, together with the reduction in market values for ASIC equipment. These factors reduce the cash flows and residual values expected to be recovered over the remaining useful lives of the mining equipment asset group, the Company determined that these factors were indicators of impairment. As a result, the Company performed a recoverability test under ASC 360 and determined that the undiscounted cash flows expected from the use and eventual disposition of the asset group were less than its carrying amount. The Company then measured the impairment as the amount by which the carrying amount exceeded the fair value of the impaired group, which was determined using Level 3 inputs under ASC 820. As a result, the Company recorded impairment totaling $31.2 million.
Changes of 1% in certain key assumptions, such as end of life and discount rate, would result in an increase in the non-cash impairment charge by $1,841 and $1,157, respectively.
8. Deposits
The deposits relate to required amounts on account with electricity providers in Sweden and Paraguay, and deposits for equipment purchases, consisting of:
| Description | September 30, 2026 | March 31, 2026 |
|---|---|---|
| Utility energy deposits* | $41,148 | $34,791 |
| Equipment deposits | 113,050 | 20,651 |
| Import duty deposits and other | 1,054 | 2,074 |
| Bell Canada** | 4,903 | 8,194 |
| Deposits, gross | 160,155 | 65,710 |
| Equipment deposit provision, opening and closing | (12,131) | (12,131) |
| Deposits, net | $148,024 | $53,579 |
The Company is exposed to counterparty risk through the advances made for certain mining equipment ("Deposits") it places with its suppliers in order to secure orders over a set delivery schedule. The risk of a supplier failing to meet itscontractual obligations may result in late deliveries and/or the value of the deposits is not realised from non delivery of equipment or delivery of equipment with reduced quality. The Company attempts to mitigate this risk by procuring mining hardware from the established suppliers and with whom the Company has existing relationships and knowledge of their reputation in the market.
During the period ended September 30, 2026, the Company recorded expected credit losses on the deposits of $nil (September 30,2025 - $nil) in the consolidated statements of loss and comprehensive loss. The expected credit losses are based on the counterparty risk of delivery, efficiency of machines expected use of the machines and the expected quantity and quality of the equipment to be received.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
8. Deposits(continued)
*During the year ended March 31, 2025, the Company entered into a 100 MW power supply agreement with the National Administration of Electricity ("ANDE") in Paraguay. The Company paid a $3.4 million security deposit for one month of estimated consumption of electric energy and power per terms of the agreement. On March 17, 2025, the Company acquired Zunz S.A. (Note 3), which held a 200 MW power supply agreement with ANDE. Under this agreement, Zunz S.A. was required to provide $19.2 million in deposits, of which $3.3 million had been paid at the time of acquisition. The Company paid the remaining $15.9 million on April 2, 2025. On October 20, 2025, Zunz S.A. entered into an additional 100 MW power supply agreement with ANDE and paid a $3.2 million security deposit for one month of estimated consumption of electric energy and power per terms of the agreement.
The Company has a commitment to pay for another two months of estimated consumption before sixty calendar days from the start of the supply or within 12 months following the signing of the 100 MW power supply agreement, whichever, occurs first. On August 29, 2025, the Company paid the remaining two month deposit totalling $6.4 million for energization of the site. In addition, the Company will need to provide a letter of credit, valid until April 1, 2028, for an amount equivalent to two months of estimated consumption of electric energy and power within 12 months of signing the power supply agreement. These commitment amounts are included in Note 15(c) and are refundable to the Company after the agreement has concluded and the sums resulting from the final statement of account from ANDE are settled.
**On August 1, 2025, the Company entered into an agreement with Bell Canada Inc. for lease of a 4 MW facility for a five year term which requires a security deposit of $5.8 million to cover recurring service fees and a one-time license fee of $2.4 million. On December 15, 2025, the Company paid the deposit amount and license fee. On March 13, 2026, the agreement was amended to reduce the committed capacity to 1 MW from 4 MW and the Company retained the option to procure up to an additional 3 MW of capacity. The security deposit required was then amended to $1.5 million and one time license fee to $0.6 million. On March 13, 2026, the Company entered into an agreement with Bell Canada Inc. for lease of a 5 MW facility for a ten year term which requires a one-time license fee of $3 million. The credits from the security deposit and license fee paid of $8.2 million were applied to the license fee of $3 million with the remainder amount of $3.1 million credited towards to the Merrit facility.
On July 17, 2026 the Company's wholly-owned subsidiary Buzz Beta Cloud Inc., entered into a binding purchase agreement for the acquisition of equipment and related services totalling $186.9 million. Under the terms of the agreement a 10% non-refundable deposit was required to secure the order, and on July 24, 2026, the Company paid the required deposit of approximately $18.7 million. A further 15% is payable upon notification that the OEM has received the required components, with the remaining 75% due prior to shipment. The Company intends to fund the remaining balance from existing cash resources and available financing sources.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
**9.**Accounts Payable and Accrued Liabilities
The components of accounts payable and accrued liabilities are as follows:
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Accounts payable | $13,308 | $10,676 |
| Accrued liabilities | 12,367 | 12,795 |
| Holdback payable | 500 | 500 |
| Other payable* | 3,234 | 3,074 |
| $29,409 | $27,045 |
*As at September 30, 2026, included in other payable is $2.2 million (March 31, 2026 - $2.2 million) customer refundable deposit for high performance computing service agreement covering two month service fee.
10. Convertible Loan
i. $15 million convertible note
On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15 million with U.S. Global Investors, Inc. ("U.S. Global"). The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global.
The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares in the capital of the Company at a conversion price of C$15.00 per share. Interest is payable monthly, and principal repayments are quarterly. In addition, U.S. Global was issued 5 million common share purchase warrants (the "Warrants"). Each five whole Warrant entitles U.S. Global to acquire one common at an exercise price of C$15.00 per Share for a period of three years from closing. The Warrants expired unexercised on January 12, 2024.
Prior to the Company's change in functional currency on April 1, 2024, the Company determined that the Convertible Loan contained an embedded derivative liability because the conversion feature was not indexed to the Company's stock. The conversion feature was not indexed to the Company's stock because the loan is denominated in U.S. dollars and changes in the exchange rate will impact the expected cash flows upon the instrument's settlement. Consequently, the conversion feature was classified as a derivative liability. As of April 1, 2024, the conversion feature was reclassified to equity.
The Company allocated the proceeds of $15.0 million first to the derivative component for $8.6 million, with the residual value to the liability component for $6.4 million. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate ofzero; and an expected dividend ofzero
i. $115 million convertible note
On April 21, 2026, the Company's wholly-owned subsidiary, HIVE Bermuda 2026 Ltd. (the "Issuer"), issued $115 million aggregate principal amount of 0% exchangeable senior notes (the "Notes") due 2031, which included the full exercise of the initial purchasers' option to purchase an additional $15 million principal amount of Notes. The Notes are
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
10. Convertible Loans (continued)
ii. $115 million convertible note(continued)
unsecured, guaranteed by the Company, do not bear interest, and mature on April 15, 2031, unless earlier exchanged, redeemed or repurchased. In connection with the offering, the Company entered into capped call transactions with certain financial institutions to reduce the potential dilution to its common shares (or reduce the Company's cash payment obligation if the Notes are settled in cash) if the trading price of the Company's common shares exceeds the exchange price of the Notes at the time of exchange. The capped calls are a legally separate derivative instrument accounted for separately from the Notes.
Prior to January 15, 2031, the Notes may be exchanged only upon the occurrence of certain events, including: (i) during specified periods when the market price of the Company's common shares exceeds 130% of the applicable exchange price, (ii) during specified periods when the trading price of the Notes is less than 98% of the product of the last reported sale price of the Company's common shares and the applicable exchange rate, (iii) following a notice of redemption by the Company, or (iv) upon the occurrence of specified corporate events. On or after January 15, 2031 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange their Notes at any time, regardless of these conditions.
Upon exchange, the Company may settle the obligation in cash, common shares, or a combination of both, at its discretion. The initial exchange rate is 389.5029 common shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $2.57 per share, representing a 17.5% premium over the $2.185 reference price. The $2.185 reference price is the last reported sale price of the Company's common shares on Nasdaq on April 16, 2026. The exchange rate is subject to customary anti-dilution adjustments and, in certain circumstances, may be increased for exchanges in connection with a make-whole fundamental change or following a notice of redemption.
The Notes are not redeemable prior to April 20, 2029, except upon the occurrence of certain changes in laws governing Canadian withholding taxes. On or after April 20, 2029, the Company may redeem the Notes, in whole or in part, for cash if the last reported sale price of its common shares has been at least 130% of theexchange price 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 Company provides notice of redemption. Holders will also have the right to require the Company to repurchase their Notes for cash on April 15, 2029, and, in the event of a fundamental change, at any time thereafter, in each case at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
As at September 30, 2026, none of the conditions permitting the holders of the Notes to exchange their Notes early or to require the Company to repurchase the Notes for cash have been met. Accordingly, the Notes are classified as long-term debt.
Transaction costs of $5.2 million relating to agent fees and legal fees were capitalized and deducted from the carrying amount of the Notes. Net proceeds from the offering were $109.8 million.
iii. $130 million convertible note
On June 30, 2026, the Company's wholly-owned subsidiary, HIVE Bermuda 2026 Ltd. (the "Issuer"), issued $130 million aggregate principal amount of 0% exchangeable senior notes (the "Notes") due 2031, which included the full exercise of the initial purchasers' option to purchase an additional $15 million principal amount of Notes. The Notes are unsecured, guaranteed by the Company, do not bear interest, and mature on July 1, 2031, unless earlier exchanged, redeemed or repurchased. In connection with the offering, the Company entered into capped call transactions with certain financial institutions to reduce the potential dilution to its common shares (or reduce the Company's cash payment obligation if the Notes are settled in cash) if the trading price of the Company's common shares exceeds the exchange price of the Notes at the time of exchange. The capped calls are a legally separate derivative instrument accounted for separately from the Notes.
Prior to April 1, 2031, the Notes may be exchanged only upon the occurrence of certain events, including: (i) during specified periods when the market price of the Company's common shares exceeds 130% of the applicable exchange price, (ii) during specified periods when the trading price of the Notes is less than 98% of the product of the last reported sale price of the Company's common shares and the applicable exchange rate, (iii) following a notice of redemption by
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
10. Convertible Loans(continued)
iv. $130 million convertible note(continued)
the Company, or (iv) upon the occurrence of specified corporate events. On or after April 1, 2031 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange their Notes at any time, regardless of these conditions.
Upon exchange, the Company may settle the obligation in cash, common shares, or a combination of both, at its discretion. The initial exchange rate is 206.9429 common shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $4.83 per share, representing a 27.5% premium over the $3.79 reference price. The $3.79 reference price is the last reported sale price of the Company's common shares on Nasdaq on June 25, 2026.
The exchange rate is subject to customary anti-dilution adjustments and, in certain circumstances, may be increased for exchanges in connection with a make-whole fundamental change or following a notice of redemption.
The Notes are not redeemable prior to July 5, 2029, except upon the occurrence of certain changes in laws governing Canadian withholding taxes. On or after July 5, 2029, the Company may redeem the Notes, in whole or in part, for cash if the last reported sale price of its common shares has been at least 130% of theexchange price 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 Company provides notice of redemption. Holders will also have the right to require the Company to repurchase their Notes for cash on July 1, 2030, and, in the event of a fundamental change, at any time thereafter, in each case at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
As at September 30, 2026, none of the conditions permitting the holders of the Notes to exchange their Notes early or to require the Company to repurchase the Notes for cash have been met. Accordingly, the Notes are classified as long-term debt.
Transaction costs of $5.1 million relating to agent fees and legal fees were capitalized and deducted from the carrying amount of the Notes. Net proceeds from the offering were $124.7 million.
Liability Component
| $15M January 2021 Convert · $115M April 2026 Convert · $130M June 2026 Convert · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance, March 31, 2025 | $1,871 | $ | - | $ | - | $ | - | |
| Principal payment | (2,333) | - | - | - | ||||
| Interest payment | (94) | - | - | - | ||||
| Accretion and interest | 556 | - | - | - | ||||
| Balance, March 31, 2026 | - | - | - | - | ||||
| Principal payment | - | 109,801 | 124,708 | 234,509 | ||||
| Accretion and interest | - | 469 | 275 | 744 | ||||
| Balance, September 30, 2026 | $ | - | $110,270 | $124,983 | $235,253 | |||
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
10. Convertible Loans(continued)
Derivative Component
| $15M January 2021 Convert · $115M April 2026 Convert · $130M June 2026 Convert · Total | |||||
|---|---|---|---|---|---|
| Balance, March 31, 2026 and 2025 · $ · - · $ · - · $ · - · $ · - | |||||
| Additions | - | 19,769 | 15,730 | 35,499 | |
| Change in Fair Value | - | (5,907) | (7,830) | (13,737) | |
| Balance, September 30, 2026 | $ | - | $13,862 | $7,900 | $21,762 |
In connection with the January 2021 convertible note, the derivative component was remeasured at fair value on June 30, 2026, immediately prior to the reclassification to equity. The derivative component was valued at $0.1 million using the Black-Scholes option pricing model with the following assumptions: share price of C$4.56 an expected weighted average risk-free interest rate of 4.5%; an expected weighted average volatility of 79%; and an expected weighted average life of 1.1 years.
In connection with the April 2026 $115 million exchangeable notes, the Company entered into capped call transactions with certain financial institutions, funded using approximately $19.8 million of cash on hand. The capped call transactions have a cap price of $4.92 per share, representing a 125% premium over the $2.185 reference price. The capped call transactions do not meet the scope exception from derivative accounting, as they fail the equity classification requirements because the Company cannot settle these transactions by means other than cash, and are therefore treated as a derivative asset measured at fair value.
In connection with the June 2026 $130 million exchangeable notes, the Company entered into capped call transactions with certain financial institutions, funded using approximately $15.7 million of cash on hand. The capped call transactions have a cap price of $8.5275 per share, representing a 125% premium over the $3.79 reference price. The capped call transactions do not meet the scope exception from derivative accounting, as they fail the equity classification requirements because the Company cannot settle these transactions by means other than cash, and are therefore treated as a derivative asset measured at fair value.
11. Warrant Liability
As part of the change in the Company's functional currency from the Canadian dollar to the U.S. dollar during the year ended March 31, 2025, all of the Company's issued and outstanding warrants denominated in Canadian dollars were reclassified from equity to liability. The warrants have strike prices denominated in Canadian dollars and are not indexed to the Company's stock because of the change in functional currency.
| Warrants outstanding | |
|---|---|
| Balance, March 31, 2026 and 2025 | 2,875,000 |
| Balance, September 30, 2026 | 2,875,000 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
11. Warrant Liability(continued)
The warrant liability is remeasured each reporting period. As at September 30, 2026, the warrant liability was revalued at $0.6 million (March 31, 2026 - $0.4 million) using the Black-Scholes option pricing model with the following assumptions:
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Stock price (C$) | $4.18 | $$ 2.60 |
| Risk-free interest rate | 2.32% | 2.33% |
| Expected life (years) | 0.24 | 0.75 |
| Annualized volatility | 91.6% | 88% |
| Dividend rate | 0% | 0% |
The warrants outstanding and exercisable as at September 30, 2026 are as follows:
| Outstanding | Exercisable | Exercise Price | Expiry date |
|---|---|---|---|
| 2,875,000 ** | 2,875,000 | C$6.00 | December 28, 2026 |
| 2,875,000 | 2,875,000 | ||
- On November 30, 2021, the Company completed an agreement with Stifel GMP as lead underwriter and sole book runner to include a syndicate of underwriters (the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis,3,834,100 special warrants of the Company (the "2021 Special Warrants") at a price of C$30.00 per Special Warrant for aggregate gross proceeds to the Company of C$115 million (the "Offering"). On January 12, 2022, each 2021 Special Warrant was deemed to be exercised into one Unit comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant being a "Warrant"). Each Warrant is exercisable for one share on or before May 30, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on May 30, 2024.
On December 1, 2021, the Company issued 106,677 warrants as consideration for an investment in Titan.io. Each Warrant is exercisable for one share on or before September 15, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on September 15, 2024.
** On December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the "2023 Special Warrants") at a price of C$5.00 per Special Warrant for aggregate gross proceeds to the Company of C$28.75 million (the "Offering"). Each 2023 Special Warrant entitles the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.
On February 2, 2024, the 2023 Special Warrants were deemed exercised into one unit of the Company comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$6.00 per whole warrant until December 28, 2026. In consideration of services, the Underwriters received a cash commission of C$1.725 million, and 345,000 broker warrants. Each broker warrant entitles the holder to acquire one common share of the Companyat an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate ofzero; and an expected dividend ofzero. The Company also incurred C$257 in professional and other fees associated with the 2023 Special Warrant financing.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
12. Loans Payable
On March 31, 2021, as part of the sale of the net assets in Boden Technologies AB, the Company incurred a loan payable. The facility bears interest at the Swedish government borrowing rate plus 1% per annum and has a maturity date of December 31, 2035. Principal payment plus interest is payable annually. The loan payable is contingently forgiven based on a favourable ruling from the Swedish Tax Authority on the ongoing value tax assessment.
A continuity of the loan balances are as follows:
| Balance, March 31, 2025 | $12,992 |
|---|---|
| Interest | 244 |
| Repayment | (3,096) |
| Foreign exchange movement | 817 |
| Balance, March 31, 2026 | 10,957 |
| Interest | 290 |
| Repayment | - |
| Foreign exchange movement | (558) |
| Balance, September 30, 2026 | 10,689 |
| Less: current portion | (1,460) |
| Non-current portion | $9,229 |
13. Term Loan
As part of the Atlantic acquisition, the Company acquired a $11.0 million (C$13.6 million) term loan ("Atlantic Term Loans"). The Atlantic Term Loans were made up of two discrete balances; Term Loan 1 and Term Loan 2; and the total facility bearing an interest rate of 3.33% per annum with a term maturity date of June 30, 2024.
On June 30, 2024, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 5.31% with a balance remaining of C$4.2 million, and Term Loan 2 was renewed at 5.15% over a 2-year term with a balance remaining of C$2.6 million. Principal payments of C$0.2 million plus interest is payable monthly.
On June 30, 2025, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 4.39% with a balance remaining of C$2.8 million. The principal and interest payment are the same as noted above.
On April 21, 2025, the Company received a covenant amendment from its lender in relation to the Atlantic Term Loans maintained by HIVE Atlantic Datacentres Ltd. As part of this modification, the lender formally withdrew the following financial covenants:
A minimum working capital ratio of 1.20:1
A maximum long-term debt to tangible net worth ratio of 2.00:1
The following covenant remains in effect and must be maintained at all times:
- A minimum debt service coverage ratio to EBITDA of 1.50:1
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
13. Term Loan(continued)
As at September 30, 2026, HIVE Atlantic Datacentres Ltd. was in compliance with the amended required debt service coverage ratio covenant. The outstanding balance is presented as a current liability as at September 30, 2026, because it matures within one year. The Atlantic Term Loans include an unlimited guarantee from the Company.
| Term Loan 1 | Term Loan 2 | Total | |
|---|---|---|---|
| Balance, March 31, 2025 | $2,191 | $1,367 | $3,558 |
| Interest | 85 | 58 | 143 |
| Repayment | (1,098) | (690) | (1,788) |
| Foreign exchange movement | 77 | 48 | 125 |
| Balance, March 31, 2026 | 1,255 | 783 | 2,038 |
| Interest | 24 | 16 | 40 |
| Repayment | (528) | (331) | (859) |
| Foreign exchange movement | (11) | (6) | (17) |
| Balance, September 30, 2026 | $740 | $462 | $1,202 |
14. Mortgage payable
As part of the acquisition of real property located in Ontario described in Note 3, the Company issued a vendor takeback mortgage to the seller. The mortgage has a principal of $4.3 million (C$6 million), bears interest at 6.00% annually and interest payments are due on a quarterly basis. The mortgage has a term of three years and the full amount of the principal is due at maturity.
As part of the acquisition of real property located in Ontario described in Note 3, the Company issued a vendor takeback mortgage to the seller. The mortgage has a principal of $14.7 million (C$20 million), bears interest at 6.00% annually and interest payments are due on a quarterly basis. The mortgage has a term of two years and the full amount of the principal is due at maturity.
The continuity is outlined below:
| Mortgage 1 | Mortgage 2 | Total | |
|---|---|---|---|
| Balance, March 31, 2025 · $ · - · $ · - · $ · - | |||
| Addition | 14,747 | - | 14,747 |
| Interest | 145 | - | 145 |
| Foreign exchange movement | (400) | - | (400) |
| Balance, March 31, 2026 | 14,492 | - | 14,492 |
| Addition | - | 4,363 | 4,363 |
| Interest | 431 | 86 | 517 |
| Repayment | (431) | (64) | (495) |
| Foreign exchange movement | (255) | (135) | (390) |
| Balance, September 30, 2026 | $14,237 | $4,250 | $18,487 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
15. Right of Use Asset and Operating Lease Liability
The Company has lease agreements for its offices, and buildings for its data centers in Sweden and Quebec, Canada, in addition to electrical equipment in Sweden.
Right of use assets
| September 30, 2026 | March 31, 2026 | |
|---|---|---|
| Cost | $121,413 | $53,108 |
| Accumulated amortization | (17,046) | (10,012) |
| Net carrying value | $104,367 | $43,096 |
Lease liabilities
| Operating Leases | Finance Leases | |||
|---|---|---|---|---|
| September 30, 2026 | March 31, 2026 | September 30, 2026 | March 31, 2026 | |
| Current | $6,313 | $3,323 | $9,483 | $9,045 |
| Non-current | 76,622 | 10,351 | 16,010 | 20,861 |
| $82,935 | $13,674 | $25,493 | $29,906 | |
| Operating Leases | September 30, 2026 | March 31, 2026 |
|---|---|---|
| Weighted average discount rate | 11.07% | 7.27% |
| Weighted average remaining lease term (in years) | 8.71 | 4.85 |
| Finance Leases | ||
|---|---|---|
| Weighted average discount rate | 9.90% | 9.90% |
| Weighted average remaining lease term (in years) | 2.50 | 3.00 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
15. Right of Use Asset and Operating Lease Liability(continued)
Additional information on the lease liabilities as at September 30, 2026 is as follows:
| Operating leases · Finance leases · Total | |||
|---|---|---|---|
| 2027 | $14,750 | $11,404 | $26,154 |
| 2028 | 10,694 | 8,553 | 19,247 |
| 2029 | 13,289 | 8,553 | 21,842 |
| 2030 | 13,792 | - | 13,792 |
| Thereafter | 79,613 | - | 79,613 |
| Total undiscounted lease liabilities | 132,138 | 28,510 | 160,648 |
| Interest on lease liabilities | (49,203) | (3,017) | (52,220) |
| Total present value of minimum lease payments | $82,935 | $25,493 | $108,428 |
| Lease liability - current portion | $6,313 | $9,483 | $15,796 |
| Lease liability | $76,622 | $16,010 | $92,632 |
Additional information on the lease liabilities as at March 31, 2026 is as follows:
| Operating leases · Finance leases · Total | |||
|---|---|---|---|
| 2027 | $4,155 | $11,404 | $15,559 |
| 2028 | 3,154 | 11,404 | 14,558 |
| 2029 | 2,407 | 11,405 | 13,812 |
| 2030 | 2,180 | - | 2,180 |
| Thereafter | 4,423 | - | 4,423 |
| Total undiscounted lease liabilities | 16,319 | 34,213 | 50,532 |
| Interest on lease liabilities | (2,645) | (4,307) | (6,952) |
| Total present value of minimum lease payments | $13,674 | $29,906 | $43,580 |
| Lease liability - current portion | $3,323 | $9,045 | $12,368 |
| Lease liability | $10,351 | $20,861 | $31,212 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
15. Right of Use Asset and Operating Lease Liability(continued)
The Company incurred the following lease costs which were recorded in operating and maintenance costs in the consolidated statements of loss and comprehensive loss:
| Six months ended | ||
|---|---|---|
| September 30, 2026 | September 30, 2025 | |
| Variable lease costs (CPI adjustments) | $246 | $193 |
| Operating lease costs: | ||
| Depreciation of lease assets | 4,290 | 1,308 |
| Interest on lease liabilities | 4,295 | 157 |
| 8,831 | 1,658 | |
| Finance lease costs: | ||
| Depreciation of lease assets | 2,918 | - |
| Interest on lease liabilities | 1,289 | - |
| Total lease costs | $13,038 | $1,658 |
| Six months ended | |||
|---|---|---|---|
| September 30, 2026 · September 30, 2025 | |||
| Cash flows from operating leases | $2,521 | $1,644 | |
| Cash flows from finance leases | $5,702 | $ | - |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
16. Commitments and Contingencies
Commitments
(a) Service agreements
The Company has service agreements with unrelated third parties to operate and maintain the Company's data center computing equipment for the purpose of mining crypto currency in Canada, Sweden and Iceland. As part of the arrangement, proprietary software is installed on the Company's computing equipment to assist in optimizing the use of the equipment.
(b) Power purchase agreement
The Company entered into a supplemental power pricing arrangement that provides a fixed price of electricity consumption each month at the Company's Bikupa Datacenter AB and Bikupa Datacenter 2 AB location in Sweden. The fixed price agreement was assessed and is being accounted for as an executory contract; electricity costs are expensed as incurred.
The Company had purchase commitments of $236.2 million at the period ended September 30, 2026 (March 31, 2026 - $29.1 million).
Contingencies
(a) Litigation
From time to time, the Company is involved in routine litigation incidental to the Company's business. Management believes that adequate provisions have been made where required and the ultimate resolution with respect to any claim will not have a material adverse effect on the financial position or results of the operations of the Company.
(b) Contingent Tax Liability to the Canada Revenue Agency ("CRA")
The Company and certain of its wholly-owned subsidiaries - including 9376-9974 Québec Inc., Hive Digital Data Ltd. (incorporated in Bermuda), and Hive Atlantic Datacentres Ltd. ("Hive Atlantic") - are engaged in ongoing disputes with the Canada Revenue Agency ("CRA") and provincial tax authorities. Management, together with its external tax and legal advisors, continues to pursue resolution of these matters through the applicable objection, appeal, and administrative processes. The significant matters are as follows:
9376-9974 Québec Inc. received Notices of Assessment from Revenu Québec denying capital cost allowance ("CCA") claimed on certain assets for its taxation years ended December 31, 2021 through 2024. The total amount assessed, including interest and penalties, is C$5.6 million. 9376-9974 Québec Inc. is disputing this assessment and has filed a notice of objection on September 8, 2026.
The Company is disputing disallowed input tax credits of C$0.6 million for reporting periods from July 1, 2017 to June 30, 2021. The Company also received a Notice of Reassessment from the CRA, issued July 27, 2026, in the amount of C$4 million, inclusive of interest and penalties, asserting that GST/HST should apply to treasury and currency management services supplied by the Company to Hive Digital Data Ltd. for the period from July 1, 2021 to March 31, 2023, on the basis that Hive Digital Data Ltd. has a permanent establishment in Canada. The Company is disputing this reassessment and has filed a noticeof objection on October 26, 2026.
Hive Atlantic is disputing a GST/HST reassessment of C$4.2 million in respect of reporting periods from May 1, 2021 to December 31, 2021, and is preparing to file a Notice of Appeal with the Tax Court of Canada. Hive Atlantic received another GST/HST reassessment of C$56.8 million, inclusive of interest and penalties, for the periods from January 1, 2022 to March 31, 2025, asserting that GST/HST should apply to sales of hashpower by Hive Atlantic to Hive Digital Data Ltd., again on the basis of an alleged permanent establishment in Canada. Hive Atlantic is disputing both matters.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
16. Commitments and Contingencies(continued)
Contingencies (continued)
(b) Contingent Tax Liability to the Canada Revenue Agency ("CRA") (continued)
Management has concluded that an unfavourable outcome in respect of these matters is reasonably possible but not probable. Accordingly, no provision has been recorded in these financial statements. The Company and its subsidiaries will continue to monitor developments and will record a provision if and when an outflow of resources becomes probable and reliably estimable.
Non-cash provision for regulatory liabilities
(a) VAT Liability to the Sweden Tax Agency ("STA")
| VAT | Tax surcharges | Interest | Total | |
|---|---|---|---|---|
| Balance, April 1, 2026 | - | - | - | - |
| Additions | 79,429 | 1,508 | 6,831 | 87,768 |
| Reversals | - | - | - | - |
| FX | (2,821) | (54) | (243) | (3,118) |
| Balance, June 30, 2026 | 76,608 | 1,454 | 6,588 | 84,650 |
| Additions | 780 | 444 | 1,357 | 2,581 |
| Reversals | - | (160) | - | (160) |
| FX | (2,281) | (57) | (260) | (2,598) |
| Balance, September 30, 2026 | 75,107 | 1,681 | 7,685 | 84,473 |
The Company's wholly owned Swedish subsidiaries Bikupa Datacenter AB ("Bikupa") and Bikupa Datacenter 2 AB ("Bikupa 2") have received a series of decision notices of assessment (the "decisions") from the Swedish Tax Agency (the "STA") concerning the application of value added tax ("VAT") and, in particular, the entities' entitlement to recover input VAT on equipment and other charges. Decisions were issued to Bikupa on December 28, 2022, December 21 and 22, 2023, May 28, 2024, October 14 and 16, 2024, March 17, 2025, September 23, 2025 and October 14, 2025, and to Bikupa 2 on February 14, 2023, June 14, 2023, December 21, 2023, September 11 and 23, 2024, March 21, 2025, June 12, 2025, August 11, 2025, October 22, 2025, March 25, 2026, April 8, 2026 and April 27, 2026. The decisions reject recovery of input VAT for the periods assessed and require repayment of amounts previously refunded, together with tax supplements and interest.
The Company appealed the initial Bikupa decision on February 9, 2023 and the initial Bikupa 2 decision on March 10, 2023, and has appealed subsequent decisions as they have been issued. The Company engaged an independent legal firm and an independent audit firm in Sweden with expertise in these matters to assist in the appeal process. Management, supported by its independent advisors, continues to hold the view that the decisions are not compatible with applicable law or with the technical characteristics of the Company's operations, and that under general principles governing the burden of proof it is for the STA to substantiate its position. The Company's position is supported by European Union guidelines, a ruling of the Swedish Council for Advance Tax Rulings, an information technology forensic expert opinion and a legal opinion from a Swedish professor of VAT law.
The matters proceeded through the Administrative Court and, subsequently, the Court of Appeal, which ruled against the Company. On July 20, 2026 the Company filed applications for leave to appeal to the Supreme Administrative Court.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
16. Commitments and Contingencies(continued)
Non-cash provision for regulatory liabilities* (continued)*
(a) VAT Liability to the Sweden Tax Agency ("STA") (continued)
Notwithstanding management's continuing view of the merits and the Company's intention to pursue all available avenues of appeal, the adverse judgments of the Court of Appeal and the related advice of the Company's Swedish counsel have caused management to conclude that it is probable that a liability has been incurred and that the amount of that liability can be reasonably estimated. Accordingly, during the quarter ended June 30, 2026 the Company recorded a provision of SEK 822.0 million (approximately $84.7 million), translated at the June 30, 2026 closing rate of SEK 9.71 per USD $1.00. The non-cash charge is presented within operating expenses and the provision is classified as a current liability. In prior periods the Company had concluded that the amounts claimed were not probable and no provision had been recorded. During the quarter ended September 30, 2026, the Company adjusted the provision for surcharges and interest reflected in amendments to the STA account, bringing the total provision to SEK 845.0 million (approximately $84.5 million), translated at the September 30, 2026 closing rate of SEK 10.0 per USD $1.00.
The provision covers all relevant VAT periods including interest and related charges for Bikupa and Bikupa 2 for VAT periods up to June 30, 2026. It includes SEK 792.6 million in respect of periods for which the STA has issued a decision or suggested decision, being December 2020 to June 2025 for Bikupa and April 2021 to December 2025 for Bikupa 2, and SEK 52.4 million in respect of subsequent periods up to June 30, 2026 for which no decision has yet been issued on the basis that those periods arise from the same facts and the same position taken by the STA as the periods already determined. From July 1, 2026, the Company records this VAT as an expense in the period it is incurred, consistent with the STA's position. These amounts are not included in the provision.
The Company's exposure may exceed the amount provided. Interest continues to accrue on assessed amounts until settlement. The Company is unable to estimate the amount of this additional exposure at this time.
Following resolution of the appeals, the Company may pursue claims against the STA and the Swedish State in respect of VAT withheld, interest and related direct and indirect costs, and is evaluating whether interim relief may be available in respect of amounts withheld without a final determination. Any recovery arising from such claims represents a change in provision; no asset has been recognized and no amount has been offset against the provision.
The Company's Swedish subsidiary Bikupa Real Estate AB has a related exposure of SEK 5.2 million (approximately $0.5 million), comprising of decisions issued by the STA in respect of periods from January 2024 to June 2024 and The facts and the issue raised by the STA in respect of this entity differ from those in dispute for Bikupa and Bikupa 2, the entity was not party to the Court of Appeal proceedings. Management has concluded that a loss in respect of this entity is reasonably possible but not probable, and no provision has been recorded.
It is not yet known when these disputes will be finally resolved, and the process could extend well beyond one year. The industry in which the Company operates continues to develop rapidly, and there can be no assurance that changes in the laws or policies of Sweden will not further affect the Company's VAT position. The Company will reassess the provision at each reporting date for the outcome of the leave applications, the status of deferral requests, decisions issued in respect of periods not yet assessed, and any revised advice from its Swedish counsel.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
17. Related Party Transactions
The Company entered into the following related party transactions not otherwise disclosed in these financial statements:
(a) As at September 30, 2026, the Company had $0.3 million (March 31, 2026 - $0.1 million) due to a director and officers) due to a director and officers for the reimbursement of expenses included in accounts payable and accrued liabilities.
(b) As at September 30, 2026, the Company had $0.2 million (March 31, 2026 - $nil) due to a company controlled by a director of the Company included in accounts payable and accrued liabilities. For the three and six month period ended September 30, 2026, the Company paid $110 and $161, respectively (September 30, 2025 - $153 and $234, respectively) to this company for marketing services.
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
For the three and six month period ended September 30, 2026, key management compensation includes salaries and wages paid to key management personnel and directors of $0.8 million and $1.4 million, respectively (September 30, 2025 - $1.6 million and $2.4 million, respectively) and share-based payments of $1.2 million and $5.0 million, respectively (September 30, 2025 - $136 thousand and $4.5 million).
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
18. Equity
(a) Authorized
Unlimited common shares without par value
Unlimited preferred shares without par value
(b) Issued and fully paid common shares
During the period ended September 30, 2026:
On November 25, 2025, the Company entered into an equity distribution agreement ("November 2025 Equity Distribution Agreement"). Under the November 2025 Equity Distribution Agreement, the Company may, from time to time, sell up to $300 million of common shares in the capital of the Company (the "November 2025 ATM Equity Program"). The Company issued 13,698,085 common shares (the "November 2025 ATM Shares") pursuant to the November 2025 ATM Equity Program for gross proceeds of $43.2 million. The November 2025 ATM shares were sold at prevailing market prices, for an average price per November 2025 ATM Share of $3.15 (C$4.38). Pursuant to the November 2025 Equity Distribution Agreement, a cash commission of $1.30 million on the aggregate gross proceeds raised was paid to the Agents in connection with its services under the November 2025 Equity Distribution Agreement. In addition, the Company incurred $215 thousand in fees related to its November 2025 ATM Equity Program.
Issued 3,177,875 common shares upon the vesting of restricted share units (Note 19 (b)).
During the period ended September 30, 2025:
- On October 3, 2024, the Company entered into an equity distribution agreement ("October 2024 Equity Distribution Agreement"). Under the October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $200 million of common shares in the capital of the Company (the "October 2024 ATM Equity Program").
On May 14, 2025, the Company entered into an amended and restated equity distribution agreement (the "Amended October 2024 Equity Distribution Agreement"). Under the Amended October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $119.2 million of common shares in the capital of the Company (the "Amended October 2024 ATM Equity Program").
The Amended October 2024 Equity Distribution Agreement restates and supersedes the previous October 2024 Equity Distribution Agreement, dated October 3, 2024, among the Company and the Agents, pursuant to which the Company sold common shares of the Company for aggregate proceeds of US$180.8 million.
The Company issued 15,266,061 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $25.9 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $1.70 (C$2.37). Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $0.7 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. The October 2024 ATM Equity Distribution Agreement was terminated as of May 15, 2025 and replaced with the Amended October 2024 ATM Equity Distribution Agreement.
The Company issued 53,017,807 Amended October 2024 ATM Shares pursuant to the Amended October 2024 ATM Equity Program for gross proceeds of $117.2 million. The Amended October 2024 ATM shares were sold at prevailing market prices, for an average price per Amended October 2024 ATM Share of $2.21 (C$3.03). Pursuant to the Amended October 2024 Equity Distribution Agreement, a cash commission of $3 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Amended October 2024 Equity Distribution Agreement. In addition, the Company incurred $199 thousand in fees related to its Amended October 2024 ATM Equity Program.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
(b) Issued and fully paid common shares (continued)
The Company issued 600,000 common shares for total proceeds of $738 pursuant to the exercise of 600,000 options at exercise prices ranging from $1.10 to $1.25 per stock option.
Issued 1,318,441 common shares upon the exercise of restricted share units (Note 19(b)).
Issued 1,000,000 common shares as part of consideration for an asset acquisition (Note 3).
(c) Warrants
Following is a summary of changes in warrants outstanding for the period ended September 30, 2026:
| Warrants outstanding | Weighted average exercise price | |
|---|---|---|
| Balance, March 31, 2024 | 5,243,727 | $15.20 |
| Reclassified to warrant liability | (4,898,727) | (15.91) |
| Balance, March 31, 2025 | 345,000 | $5.00 |
| Exercised | (215,625) | (5.00) |
| Balance, March 31, 2026 | 129,375 | $5.00 |
| Exercised | - | - |
| Balance, September 30, 2026 | 129,375 | $5.00 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
19. Stock-based Compensation
Stock-based compensation expense was comprised of the following for the period ended:
| Three months ended September 30, | Six months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Stock options | $3 | $29 | $12 | $64 |
| RSUs | 8,625 | 5,443 | 15,698 | 11,158 |
| Total | $8,628 | $5,472 | $15,710 | $11,222 |
(a) Stock options
The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than a quarter of such options vesting in any 3-month period. All other options vest at the discretion of the Board of Directors.
On April 1, 2024, the Company modified the exercise price from Canadian dollars to United States dollars of stock options that were held by employees in the United States of America and in Europe. The modification resulted in $nil additional stock-based compensation expense.
Following is a summary of changes in stock options outstanding for stock options with a CAD exercise price:
| Outstanding | Weighted average exercise price - CAD | |
|---|---|---|
| Balance, March 31, 2024 | 3,465,915 | 5.24 |
| Change in exercise price | (1,605,015) | (3.32) |
| Balance, March 31, 2025 | 1,860,900 | $6.89 |
| Expired | (2,000) | (15.70) |
| Exercised | (75,100) | (5.98) |
| Balance, March 31, 2026 and September 30, 2026 | 1,783,800 | $6.93 |
Following is a summary of changes in stock options outstanding for stock options with a USD exercise price:
| Outstanding | Weighted average exercise price - USD | |
|---|---|---|
| Balance, March 31, 2025 | 1,450,400 | $2.53 |
| Exercised | (600,000) | (1.21) |
| Balance, March 31, 2026 and September 30,2026 | 850,400 | $3.47 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
19. Stock-based Compensation(continued)
The stock options outstanding and exercisable with CAD exercise price as at September 30, 2026, are as follows:
| Outstanding | Exercisable | Exercise price - CAD | Expiry date |
|---|---|---|---|
| - | - | $15.70 | February 11. 2026 |
| 282,400 | 282,400 | 5.66 | August 26, 2027 |
| 50,000 | 50,000 | 10.00 | March 26, 2028 |
| 450,000 | 450,000 | 6.86 | July 6, 2028 |
| 400,000 | 400,000 | 3.10 | September 18, 2028 |
| 100,000 | 100,000 | 1.35 | December 21, 2028 |
| 200,000 | 200,000 | 1.45 | February 10, 2030 |
| 20,000 | 20,000 | 1.90 | May 29, 2030 |
| 1,400 | 1,400 | 10.80 | December 24, 2030 |
| 60,000 | 60,000 | 18.35 | April 29, 2031 |
| 180,000 | 180,000 | 18.50 | October 7, 2031 |
| 40,000 | 40,000 | 25.35 | November 10, 2031 |
| 1,783,800 | 1,783,800 | ||
The stock options outstanding and exercisable with USD exercise price as at September 30, 2026, are as follows:
| Outstanding | Exercisable | Exercise price -USD | Expiry date |
|---|---|---|---|
| 50,400 | 50,400 | $4.36 | August 26, 2027 |
| 500,000 | 500,000 | 1.23 | September 14, 2027 |
| 130,000 | 130,000 | 5.14 | July 6, 2028 |
| 100,000 | 100,000 | 1.09 | February 10, 2030 |
| 30,000 | 30,000 | 20.03 | April 6, 2031 |
| 20,000 | - | 20.36 | November 10, 2031 |
| 20,000 | 20,000 | 16.61 | December 9, 2031 |
| 850,400 | 830,400 | ||
(b) Restricted share-units
The Company has established a Restricted Share Unit Plan (the "RSU Plan"). Under the RSU Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. Currently, the RSU Plan has a limit of 2 million shares, which is not rolling. The Board may in its own discretion, at any time, and from time to time, grant RSUs to any employee, director or consultant of the Company or its subsidiaries (collectively, "Eligible Person"), other than persons conducting investor relations activities, from time to time by the Board, subject to the limitations set forth in the RSU Plan. The Board may designate one or more performance periods under the RSU Plan. In respect of each designated performance period and subject to the terms of the RSU Plan, the Board may from time to time establish the grant date and grant to any Eligible Person one or more RSUs as the Board deems appropriate.
The fair value of restricted shares units (RSUs) is generally measured as the grant date price of the Company's share.
On June 30, 2026, the Company granted 3,341,800 RSUs to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$5.18 per share and vesting on June 30, 2027.
On September 30, 2026, the Company granted 300,000 RSUs to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$4.03 per share and vesting on July 28, 2029.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
19. Stock-based Compensation(continued)
Following is a summary of changes in restricted share units outstanding as of September 30, 2026:
| Outstanding | |
|---|---|
| Balance, March 31, 2024 | $1,379,056 |
| Granted | 6,050,000 |
| Exercised | (326,644) |
| Balance, March 31, 2025 | $7,102,412 |
| Granted | 11,176,300 |
| Exercised | (3,125,950) |
| Balance, March 31, 2026 | $15,152,762 |
| Granted | 3,641,800 |
| Exercised | (3,177,875) |
| Balance, September 30, 2026 | $15,616,687 |
20. Income per Share
Income (loss) per common share represents net income for the period divided by the weighted average number of common shares outstanding during the period.
Diluted income per share is calculated by dividing the applicable net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.
| Three months ended September 30, | Six-months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Basic weighted average number of common shares outstanding | 274,082,247 | 228,137,757 | 270,188,170 | 205,198,800 |
| Effect of dilutive stock options and warrants | - | - | - | 13,054,971 |
| Diluted weighted average common shares outstanding | 274,082,247 | 228,137,757 | 270,188,170 | 218,253,771 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
21. Finance Expense
Finance expenses were comprised of the following:
| Three-months ended September 30, | Six-months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Interest and accretion on convertible loan | $533 | $212 | $744 | $381 |
| Interest on loans payable | 98 | 79 | 290 | 151 |
| Interest on term loan | 17 | 37 | 40 | 84 |
| Interest on mortgage payable | 274 | - | 517 | - |
| Interest on lease liabilities | 622 | - | 1,289 | - |
| Total | $1,544 | $328 | $2,880 | $616 |
22. General and Administrative Expenses
General and administrative expenses were comprised of the following:
| Three-months ended September 30, | Six-months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Management fees, salaries and wages | $1,294 | $2,481 | $2,217 | $3,996 |
| Marketing | 540 | 567 | 1,151 | 1,081 |
| Office, administration and regulatory | 5,356 | 1,951 | 10,388 | 3,516 |
| Professional fees, advisory and consulting | 3,508 | 2,801 | 5,963 | 4,957 |
| Total | $10,698 | $7,800 | $19,719 | $13,550 |
23. Operating and Maintenance Costs
Operating and maintenance costs were comprised of the following:
| Three-months ended September 30, | Six-months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Digital currency mining | $50,354 | $42,076 | $101,354 | $68,919 |
| High performance computing hosting | 3,202 | 1,989 | 6,079 | 4,129 |
| Total | $53,556 | $44,065 | $107,433 | $73,048 |
24. Supplemental Cash Flow Information
| Six-months ended | ||
|---|---|---|
| September 30, 2026 | September 30, 2025 | |
| Non-cash transactions: | ||
| Recognition of ROU assets and lease liabilities | $70,570 | $286 |
| Equipment deposits or purchases paid with BTC | $5,017 | $201,836 |
| Interest paid | $557 | $462 |
| Income taxes paid | $6,055 | $752 |
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
25. Fair Value Measurements
The fair values of investments, digital currencies and derivative assets were measured using the cost, market or income approaches. The investments, digital currencies and derivative assets were measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are:
Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3 Inputs: Unobservable inputs for the asset or liability (Unobservable inputs reflect management's assumptions on how market participants would price the asset or liability based on the information available).
Valuation of Assets that use Level 2 Inputs ("Level 2 Assets"). The fair value of Level 2 Assets would use the quoted price from the exchanges which the Company most frequently uses, with no adjustment.
The Company classified its financial assets and liabilities into the following levels at September 30, 2026, and March 31, 2026:
| September 30, 2026 · March 31, 2026 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets · Level 1 · Level 2 · Level 3 · Level 1 · Level 2 · Level 3 | ||||||||||||
| Cash | $ | - | $138,990 | $ | - | $ | - | $23,113 | $ | - | ||
| (i) Digital currencies (Note 6) | 22,622 | - | - | 10,822 | - | - | ||||||
| (ii) Investments (Note 4) | 7,465 | - | 3,553 | 6,624 | - | 3,117 | ||||||
| Derivative asset (Note 6) | - | 22,082 | - | - | 606 | - | ||||||
| $30,087 | $161,072 | $3,553 | $17,446 | $23,719 | $3,117 | |||||||
| Liabilities | ||||||||||||
| Warrant liability | $ | - | $ | - | $555 | $ | - | $ | - | $413 | ||
| Convertible loan-derivative component | - | - | - | - | - | - | ||||||
| $ | - | $ | - | $555 | $ | - | $ | - | $413 | |||
(i) The fair value of the Company's digital assets is determined by the price at 12:00 AM CET per coinbase.com.
(ii) The Company's investments classified as level 3 fair value measurements consist of investments in preferred stock, convertible notes and common stock. For the Company's common stock investments:
Various Black Scholes models were utilized; and
A prior transaction approach was used for others; some adjusted.
There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the period presented.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
25. Fair Value Measurements(continued)
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis:
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a non-recurring basis. Our non-financial assets, include right of use assets, plant and equipment, long term receivables and deposits are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset's projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
As of September 30, 2026, and March 31, 2026, the fair values of cash, amounts receivable and prepaid assets, accounts payable, current portion of convertible loan, lease liability, loans payable, and term loan approximated their carrying values because of the short-term nature of these instruments.
A verified prior transaction is initially given 100% weighting in a fair value conclusion (if completed at arm's length), but subsequently such weighting is adjusted based on the merits of newly observed data. As a result, in the absence of disconfirming data, an unadjusted prior transaction price may not be considered "stale" for months or, in some cases, years.
Level 3 Continuity
The following is a reconciliation of Level 3 assets and liabilities:
| Level 3 Continuity | Fair value at September 30, 2026 | Fair value at March 31, 2026 |
|---|---|---|
| Investments | ||
| Balance, at April 1 | $3,117 | $3,120 |
| Additions | 357 | 725 |
| Transfer to Level 1 | - | (725) |
| Foreign exchange | (8) | 6 |
| Change in fair value | 87 | (9) |
| Balance, at September 30 | $3,553 | $3,117 |
| Warrant liability | ||
| Balance, at April 1 | $413 | $760 |
| Change in fair value | 142 | (347) |
| Balance, at September 30 | $555 | $413 |
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company's long-lived assets, including intangible assets, operating lease right-of-use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset's projected undiscounted cash flows.
These assets are measured at fair value only when an impairment loss is recognized. The carrying amounts of cash, amounts receivable, net, other receivables, and accounts payable and accrued expenses are a reasonable approximation of their fair value due to their short-term maturity or they are valued using the income approach valuation technique.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
26. Digital Currency and Risk Management
Digital currencies are measured using Level 1 inputs
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.
Digital currencies have a limited history, and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently mainly consist of Bitcoin. The table below shows the impact for every 5% variance in the price of Bitcoin on the Company's earnings before tax, based on the closing price at September 30, 2026.
| Impact of 5% variance in price | |
|---|---|
| Bitcoin | $1,121 |
For the security of its digital currencies, the Company uses the services of two institutions through custodial agreements, one located in Liechtenstein and another in the United States.
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
27. Segmented Information
The Company's Chief Operating Decision Maker ("CODM") is its President and CEO. The Company operates inone segment, with two revenue streams being the mining and sale of digital currencies and high-performance computing hosting. The Company uses net income as measures of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment. Additionally, the Company's CODM regularly reviews the Company's expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between cost of revenue and general and administrative expenses.
External revenues are attributed by geographical location, based on the country from which services are provided.
| September 30, 2026 · Canada · Sweden · Paraguay · Bermuda · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revenue from digital currency mining | $ | - | $ | - | $ | - | $148,098 | $148,098 |
| High performance computing hosting | 15,904 | - | - | - | 15,904 | |||
| $15,904 | $ | - | $ | - | $148,098 | $164,002 | ||
| September 30, 2025 · Canada · Sweden · Paraguay · Bermuda · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revenue from digital currency mining | $ | - | $ | - | $ | - | $122,870 | $122,870 |
| High performance computing hosting | - | - | - | 9,994 | 9,994 | |||
| $ | - | $ | - | $ | - | $132,864 | $132,864 | |
The Company's plant and equipment are located in the following jurisdictions:
| September 30, 2026 · Canada · Sweden · Paraguay · Bermuda · Total | ||||||
|---|---|---|---|---|---|---|
| Plant and equipment | $111,772 | $9,227 | $269,650 | $ | - | $390,649 |
| Right of use asset | 102,803 | 1,457 | - | 107 | 104,367 | |
| $214,575 | $10,684 | $269,650 | $107 | $495,016 | ||
HIVE Digital Technologies Ltd.Notes to the Condensed Interim Consolidated Financial StatementsFor the three and six months ended September 30, 2026, and 2025(expressed in thousands of United States dollars except share and per share data)(Unaudited)
27. Segmented Information(continued)
| March 31, 2026 · Canada · Sweden · Paraguay · Iceland · Switzerland · Bermuda · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Plant and equipment | $113,646 | $14,076 | $352,754 | $ | - | $ | - | $ | - | $480,476 |
| ROU asset | 41,954 | 1,012 | - | - | - | 130 | 43,096 | |||
| $155,600 | $15,088 | $352,754 | $ | - | $ | - | $130 | $523,572 | ||
28. Comparative Figures
Certain figures in the comparative period condensed interim consolidated statements of financial position, condensed interim consolidated statements of (loss) income and comprehensive (loss) income, condensed interim consolidated statements of changes in equity and condensed interim consolidated statements of cash flows have been reclassified to meet the current presentation.
29. Subsequent Events
Subsequent to the period ended September 30, 2026, BUZZ Alpha Cloud Inc., an indirect wholly owned subsidiary of the Company, entered into a Loan and Security Agreement with an institutional lender. The agreement provides a credit facility of approximately $128.9 million (the "Facility"). The Company will use the Facility to buy NVIDIA GB200 GPUs and related infrastructure for a three-year fixed-term customer contract.
The Facility has a fixed interest rate of 9.0% per year and a three-year term. Principal and interest are repaid over the life of the loan in equal monthly payments. At the end of the term, the Company will own the GPUs outright with no residual payment.
The Facility is secured by the GPUs and related assets of BUZZ Alpha Cloud Inc. BUZZ High Performance Computing Inc. (“BUZZ HPC”), the parent of BUZZ Alpha Cloud Inc., has given a limited recourse guarantee and has pledged its shares of BUZZ Alpha Cloud Inc. to the lender. BUZZ HPC is not otherwise liable under the Facility. The Facility includes customary terms and covenants, including a required debt-service coverage ratio.
After deducting a 1.5% agent fee and estimated escrow interest, the lender is depositing net proceeds of approximately $125.4 million into a third-party escrow account. The funds will be released to the equipment supplier when the equipment is accepted, and loan repayments will start at that time.
Subsequent to the period ended September 30, 2026, Buzz High Performance Computing Holdings AB (formerly Bikupa Holdings AB), a wholly owned subsidiary, completed a share purchase agreement with Bodens Utveckling AB. Under the agreement, the Company purchased all shares of a newly formed Swedish Company that owns the Boden datacentre property and land. The Companyhas leased and operated this data centre since 2018. The Company paid SEK 99.4 million (approximately US $10.1 million) in consideration for the acquisition. With this acquisition, the Company now owns the Boden data centre, and the existing lease with Bodens Utvecklings AB has ended. The Company expects to account for the transaction as an asset acquisition.
Subsequent to the period ended September 30, 2026, the Company issued 125 common shares under the RSU plan upon the exercise of restricted share units.
Subsequent to the period ended September 30, 2026, the Company issued 751,937 November 2025 ATM Shares pursuant to the November 2025 ATM Equity Program for gross proceeds of $1.6 million. The November 2025 ATM shares were sold at prevailing market prices for an average price per November 2025 ATM Share of $2.07 (C$2.91). Pursuant to the November 2025 Equity Distribution Agreement, a cash commission of $47 thousand on the aggregate gross proceeds raised was paid to the Agents in connection with its services under the November 2025 Equity Distribution Agreement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.