HIVE Digital Technologies Ltd.

We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," the consolidated financial statements and related notes contained herein, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, financial condition, or results of operations. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and our Quarterly Reports on Form 10-Q, except for the risk factor noted below.

Increasing political and regulatory scrutiny of data center development could delay, prevent, or restrict the development and operation of our data centers, increase our costs, and adversely affect our business.

The development and operation of data centers, including facilities supporting high-performance computing, AI, and cryptocurrency-related services, have increasingly drawn political, regulatory, and public scrutiny due to concerns regarding energy consumption, land use, carbon emissions, water usage, environmental impacts, effects on consumer utility rates, noise, and the perceived limited benefit relative to the resources consumed. In response, governmental authorities have adopted or are considering moratoria, restrictions on electrical capacity allocation, increased utility rates, enhanced permitting requirements, and other restrictive measures on data center development and operations. For example, in August 2026, the Town of Oakville, the location of our planned AI factory, imposed a one-year moratorium on new data center development while it studies the related planning and infrastructure implications, which ultimately may have implications on the timeline of our project which may, as a result, be delayed or negatively affected.

In Québec, the provincial government directed the Régie de l’énergie to consider economic, social, and environmental concerns when setting new electricity rates for data centers. In response, Hydro-Québec proposed a new rate for large data centers and a modified rate for cryptocurrency service related facilities, both of which, if approved, would significantly exceed current rates. We have challenged these increases in Court, arguing that they exceed the government’s statutory authority and encroach on the Régie de l’énergie’s exclusive jurisdiction to set reasonable electricity rates. Although the Court ruled in our favor in October 2026, Hydro-Québec may continue to pursue the proposed rate hikes at the Régime de l'énergie. Separately, Ontario regulators are considering a distinct rate class for new data centers intended to make such centers bear the full cost of their electricity rather than shifting the burden onto taxpayers. While these proposals remain subject to regulatory proceedings and legal challenges, they are illustrative of growing political and public opposition to the industries in which we operate.

Similar measures could be adopted in other jurisdictions where we currently operate or may seek to operate, and the scope and impact of any resulting regulatory framework in Ontario, Québec, and beyond remains uncertain. There can be no assurance that electricity rates, power allocations, governmental approvals, or other conditions necessary for the development and continued operation of our data centers will remain available on commercially reasonable terms, or at all. Increased energy costs, restrictions on available electricity, delays in obtaining approvals, or limitations on data center development or operation could materially increase our operating expenses, delay or prevent planned facilities, reduce the economic viability of existing or proposed operations, or otherwise adversely affect our business, financial condition, and results of operations.

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