HIVE数字技术有限公司美股招股说明书(2025-11-25版)

New Issue Up to US$300,000,000 Common Shares HIVE Digital Technologies Ltd. (the "Company", "HIVE", or "we") has entered into an equity distribution agreement dated the datehereof (the "Distribution Agreement") with Keefe, Bruyette & Woods, Inc., Cantor Fitzgerald & Co., Canaccord Genuity LLC, RothCapital Partners LLC, B. Riley Securities, Inc., Northland Securities, Inc., and Rosenblatt Securities Inc. (the "U.S. Agents"), StifelNicolaus Canada Inc.,Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp. and Roth Canada, Inc. (the "CanadianAgents" and, collectively together with the U.S. Agents, the "Agents") pursuant to which the Company may distribute (the"Offering") up to US$300,000,000 or common shares in the capital of the company (the "Common Shares" and each Common Shareto which this prospectus supplement relates, an "Offered Share") in the Offering from time to time through the Agents in accordancewith the terms of the Distribution Agreement. Sales of Common Shares, if any, under this prospectus supplement and theaccompanying prospectus to which this prospectus supplement relates, dated November 20, 2025 (the "prospectus"), are anticipated to The Offering is being made concurrently in Canada under the terms of a prospectus supplement to a short form base shelf prospectusdated October 31, 2025. Neither this prospectus supplement nor the accompanying prospectus to which it relates constitutes a The Offered Shares will be distributed at the market prices prevailing at the time of the sale. As a result, prices at which OfferedShares are sold in the Offering may vary as between purchasers and during the period of any distribution. There is no minimum amount of funds that must be raised under the Offering. This means that the Offering may terminateafter only raising a portion of the Offering amount set out above, or none at all. See "PLAN OF DISTRIBUTION." The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by thefact that the Company is incorporated under the laws of the Province of British Columbia, most of the officers and directorsare not residents of the United States, that some or all of the Agents or experts named in this prospectus supplement and in the NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC" OR THE "COMMISSION") NORANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE COMMON SHARES NOR The Company will pay the Agents compensation for their services in connection with the sale of the Offered Shares pursuant to theDistribution Agreement of up to 3.0% of the gross sales price per Offered Share sold pursuant to the Offering. No underwriter or agent of the at-the-market distribution, and no person or company acting jointly or in concert with an underwriter,may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of thesecurities or securities of the same class as the securities distributed under this prospectus supplement, including selling an aggregate Investment in the Common Shares is highly speculative and involves significant risks that you should consider beforepurchasing such securities. You should carefully review the risks outlined in this prospectus supplement, the accompanyingprospectus to which it relates and in the documents incorporated by reference as well as the information under the heading Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both inCanada and the United States.Such consequences for investors who are resident in, or citizens of, the United States, or who areresident in Canada may not be described fully herein. Purchasers of the Offered Shares should read the tax discussion contained in this The Company's head office is located at Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, United States of America and itsregistered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3. The Common Shares are listed for trading on the Nasdaq Capital Market Exchange ("Nasdaq") under the symbol "HIVE", the TSXVenture Exchange (the "TSXV") under the trading symbol "HIVE.V" and on the Open Market of the Frankfurt Stock Exchange("FSE") under the trading symbol "YO0.F". On November 24, 2025, being the last complete trading day prior to the date hereof, theclosing price of the Common Shares on the TSXV was C$4.55. On November 24, 2025, being the last complete trading day on Nasdaqprior to the date hereof, the closing price of the Common Shares on Nasdaq was US$3.21. The Company has submitted a notification EARNINGS COVERAGE20DESCRIPTION OF SHARE CAPITAL21 IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the securities theCompany is o