NASDAQ: HIVE

HIVE Digital Technologies Ltd. is a growth-oriented company listed on the Toronto Stock Exchange, the Nasdaq Capital Markets Exchange, and on the Colombian Stock Exchange. Our primary business is owning and/or operating data centers, which support a combination of GPUs for HPC and AI services for producing, selling and/or exporting AI tokens, data center management services, and ASICs for producing and exporting hashrate. We operate across five countries, with approximately 464.4 MW of capacity. Our mission is to build durable digital infrastructure powered by renewable energy.

13

The Company was incorporated in the Province of British Columbia on June 24, 1987 under the Business Corporations Act (British Columbia) under the name "Carmelita Petroleum Limited". The Company changed its name first on September 26, 1996, to "Carmelita Resources Limited", then on July 4, 2000, to "Pierre Enterprises Ltd.", then on February 1, 2011, to "Leeta Gold Corp.", then on September 15, 2017, to "HIVE Blockchain Technologies Ltd." and finally on July 12, 2023, to "HIVE Digital Technologies Ltd."

The table below lists the principal subsidiaries (1) of the Company as of the date hereof.

Name

Jurisdiction

Assets Held

HIVE Blockchain Switzerland AG

Switzerland

Cryptocurrency inventory

HIVE Digital Data Ltd.

Bermuda

Cryptocurrency inventory

Bikupa Datacenter AB

Sweden

Computer equipment

Bikupa Datacenter 2 AB

Sweden

Computer equipment

Bikupa Real Estate AB

Sweden

Real estate

W3X S.A.

Paraguay

Substation, land, buildings, and computer equipment

ZUNZ S.A.

Paraguay

Substation, land, buildings, and computer equipment

9376-9974 Québec Inc.

Québec

Computer equipment

HIVE Atlantic Datacentres Ltd.

New Brunswick

50 MW substation, 30 MW substation, land, buildings, and computer equipment

BUZZ Performance Computing Ltd.

Bermuda

HPC software products

HIVE Performance Cloud Inc.

Canada

Computer equipment

(1) For more information regarding subsidiaries of the Company, please see Exhibit 21.1-List of Subsidiaries included with this Annual Report.

Lines of Business

Summary

The Company operates in two segments: (a) the provision of data server facilities for the purposes of generating computational power, namely Hashrate which can be sold to mining pools or used in support of validating transactions on the Bitcoin network and (b) the provision of HPC data centers which can be used by customers for artificial intelligence and graphics rendering, among other things. The Company owns and leases predominantly green-energy-powered data center facilities in Canada, Sweden, and Paraguay and its computational power at each of these sites. The Company sells computational power to various third-party aggregators, including mining pools, enterprises supported by AI, and other miscellaneous data center applications. HIVE endeavors to position itself as a large-scale provisioner of computational power, diversified in applications and across jurisdictions, powered by renewable energy and operating an efficient corporate structure to minimize costs. The Company is in the process of diversifying its business by utilizing its fleet of GPU-based cards to build systems that can provide computational power on a large scale. In addition, the Company intends to branch out into the rental of GPU server nodes and clusters via marketplaces and is exploring the development of a new service to be known as BUZZ Cloud. This cloud service is intended to offer to users a selection of options to access computing resources ranging from a virtual instance of a single GPU to a bare-metal server equipped with up to 10 GPUs to clusters of multiple servers.

Bitcoin Overview

Bitcoin is a form of encrypted and decentralized digital currency, transferred directly between peers across the internet, with transactions being settled, confirmed, and recorded in a distributed public ledger by a process known as "mining". Miners operate specialized hardware, known as Bitcoin mining rigs or application-specific integrated circuits ("ASICs"), and compete to solve new blocks. A miner that verifies and solves a new block is awarded newly-generated Bitcoin, in an amount that is usually proportional to the miner's contributed hashrate or work (plus a small transaction fee) as an incentive to invest their computer power, as mining is critical to the continuing functioning and security of the cryptocurrency network. The difficulty of the proof-of-work puzzles is automatically adjusted so that a new block is mined on a specified basis, adapting as the total mining power active on the network increases over time.

14

The vast majority of mining is now undertaken by mining pools, whereby miners sell their hashpower power to a pool, which assumes the risk of mining, and provides the hashrate vendors (such as HIVE) with stable payment for their hashrate sales. Mining pools became popular when mining difficulty and block time increased. While the rewards for successfully solving a block become considerably lower in the case of pooling, rewards are earned on a far more consistent basis, thereby reducing the risk to pool operators and for miners with smaller computational power.

Platform service providers

The Company’s Bitcoin is held in segregated, secure storage wallets, maintained by Fireblocks and Bank Frick (collectively, the "Platform service providers"), leading providers of crypto asset secure storage and management.. Fireblocks and Bank Frick are responsible only for providing secure storage for our cryptocurrency assets. Neither Bank Frick or Fireblocks uses a sub-custodian and neither is a related party of the Company. Bank Frick is regulated by the Liechtenstein financial market authority and is the foreign equivalent of a Canadian financial institution (as that term is defined in National Instrument 45-106 – Prospectus Exemption). The Company is not aware of anything with regards to the Platform service providers’ operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements. As of March 31, 2026, the percentages of the Company’s assets held with Bank Frick was approximately 11% and 89% was maintained by Fireblocks which represented over 98% of the Company’s entire digital currency assets, with a market value of approximately $10.8 million.

It routinely reviews and verifies its asset balances on public blockchain explorers. In order to monitor Fireblocks, , the Company relies on system and organization controls provided by a SOC 2 Type II report, undertaken by an independent audit firm. Management of the Company is not aware of any security breaches or other similar incidents involving either of the Custodians which resulted in lost or stolen cryptocurrency assets. In the event of an insolvency or bankruptcy of the Custodians, the Company would write off as losses any unrecoverable cryptocurrency assets.

High-performance Computing

On July 12, 2023, the Company changed its name from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd. The change represents HIVE's evolving focus on revenue opportunities made possible by HIVE's large inventory of Nvidia Graphics Processing Unit ("GPU") cards in combination with emerging technologies, including AI, machine learning, advanced data analysis and HPC.

HIVE maintains a strong presence in the Bitcoin ecosystem through the generation and sale of its hashrate as a service; however, going forward, HIVE intends to diversify its business by utilizing its Nvidia GPU-based cards to build HPC clusters with Super Micro Computer, Inc. ("Supermicro") and Dell Inc. ("Dell") servers, which can provide computational power at a scale particularly useful for AI compute applications. In addition, the Company is branching out into the rental of GPU server clusters via marketplace aggregators and direct contracts and is developing new cloud service offerings. This cloud service is designed to offer to users a selection of options to access computing resources ranging from a virtual instance of a single GPU, to a "bare metal" server equipped with clusters of multiple GPU servers. The term "bare metal" refers to instances where a user rents a physical machine from our facility that is not shared with any other tenants. Bare metal servers provide the high-performance capabilities of dedicated hardware combined with the flexibility and scalability of a cloud service. It is expected that pricing will be based upon the level of computing power accessed. Marketing for the cloud services is expected to be directed toward institutions, start-ups, small and medium-sized businesses and enterprises as an efficient and cost-effective alternative, which we believe will offer substantial savings in comparison to other major hyperscale cloud service providers.

As of April 30, 2026, approximately 360 of the Company's H200 GPUs were contracted for fixed terms, with 6 different contracts, for terms between 6 to 12 months. The balance of the GPUs were rented on demand as that commands a much higher $/hour rate (the fixed contracts are priced between $1.45/hour to $1.85/hour, whereas H200 GPUs on demand were renting for $3.99 at that date). The balance of the Company's 5000 A Series and H Series GPUs were being rented on demand. Although from time to time, they may be rented for fixed-term contracts. In total, the Company realized approximately $20M of revenue from both on-demand and contracted GPU sales during the most recent fiscal year. Subsequently, the Company's B200 GPUs were signed to a 2-year contract at $2.90 per hour, which increased the Company's HPC revenue to $35M ARR.

15

Our Portfolio

The following table summarizes the operational hashrate of each of the Company's major data centers together with its average operational power consumption and power capacity available to each such data center, as of April 30, 2026. As of April 30, 2026, the Company’s total installed hashrate was approximately 25.2 EH/s 2 with an implied efficiency of 16.5 J/TH, based on the nameplate hashrate and power consumption of the installed miners. Where miners were operating in a modified operating mode, including through controlled downclocking for fleet optimization, the figures reflect the expected hashrate and power consumption associated with such modified operating mode. After accounting for these adjustments, the Company’s installed hashrate was approximately 24.5 EH/s, with an implied fleet efficiency of 16.1 J/TH.

Sites Operational

Hashrate Installed

Hashrate –

Optimized 3 Installed

Hashrate –

Stock 4 MW Utilized MW Capacity

Available

New Brunswick, Canada owned facility 2 2,382 PH/s 2,464 PH/s 3,115 PH/s 37.2 MW 70.0 MW

Quebec, Canada leased facility 1,349 PH/s 1,513 PH/s 1,525 PH/s 33.6 MW 34.5 MW

Boden, Sweden leased facility 1,313 PH/s 1,609 PH/s 1,680 PH/s 11.6 MW 32.0 MW

Boden 2, Sweden owned facility 0 PH/s 0 PH/s 0 PH/s 0.0 MW 7.0 MW

Notviken, Sweden leased facility 30 PH/s 36 PH/s 52 PH/s 0.6 MW 1.5 MW

Yguazu, Paraguay owned facility 12,100 PH/s 12,125 PH/s 12,133 PH/s 193.4 MW 200.0 MW

Valenzuela, Paraguay owned facility 6,809 PH/s 6,705 PH/s 6,667 PH/s 103.3 MW 107.0 MW

Toronto, Canada owned facility 66 PH/s 66 PH/s 71 PH/s 1.0 MW 5.5 MW

Quebec City, Canada hosted facility 1 N/A N/A N/A 0.7 MW 0.7 MW

Montreal, Canada hosted facility 1 N/A N/A N/A 1.4 MW 1.4 MW

Stockholm, Sweden hosted facility 1 N/A N/A N/A 0.8 MW 0.8 MW

Manitoba, Canada hosted facility 1 N/A N/A N/A 1.0 MW 4.0 MW

Total 24,049 PH/s 24,518 PH/s 25,243 PH/s 384.6 MW 464.4 MW

1 Data center used for HPC / AI compute only.

2 Includes approximately 115 PH/s of BTC equivalent hashrate.

3 Installed Hashrate - Optimized: The hashrate of all installed ASICs based on their current operating configuration, whether stock settings or a modified operating mode.

4 Installed Hashrate - Stock: The hashrate of all installed ASICs based on their stock configuration.

Power Contracts and Economic Dependence

Power

We believe that most of our operations are powered primarily by sustainable, hydroelectric energy following is a summary of our material energy supply agreements with producers of hydroelectric power in Canada, Sweden and Paraguay.

Sweden

The Company has an arrangement with Vattenfall AB, a power supply company based in Sweden, to receive electricity priced at the hourly spot rate until December 31, 2026. The electricity is being obtained for the purpose of powering the Company’s data center at the HIVE Sweden Boden Facility and the HIVE Boden 2 Facility.

HIVE Sweden Boden Facility

The HIVE Sweden Boden Facility has a total of 32 MW of contracted power. Of the 32 MW of power, 20 MW are considered under a permanent contract, while 12 MW attached to the HIVE Sweden Boden Facility were under a temporary contract. In May 2026, the Company signed an agreement to convert the 12 MW to permanent capacity effective July 1, 2026. Since 2020, the Company has secured power pricing arrangements for a portion of its contracted power. Currently the Company has secured 12 MW through December 31, 2026. The fixed price agreement was assessed and is being accounted for as an executory contract whereby the monthly electricity costs are expensed as incurred. HIVE has separate lease, data center, Internet access and facility management agreements in place with other third parties for other aspects of site operations and maintenance.

The HIVE Boden 2 Facility

Power contracts for a total of 7 MW belong to the property on Hydrogränd 3 in Boden, Sweden and have been signed with the local grid provider, Bodens Energi. The same power supply agreement that provides the HIVE Sweden Boden Facility with power also provides the HIVE Boden 2 Facility with its power. HIVE has separate data center, Internet access and facility management agreements in place with other third parties for other aspects of site operations and maintenance.

16

Bikupa Datacenter 2 AB

As of January 1, 2026 the Company has entered into a sub-lease agreement with a third party at the Robertsfors Facility and therefore no longer operates this datacenter. The sub-lease ends on August 18, 2026, on the same date the original lease agreement terminates. Bikupa Datacenter 2 AB, additionally operates 1.5 MW at the HIVE Notviken Facility. An agreement for the provision of 0.5 MW of electricity consumption has been entered into for the full year 2026.

HIVE Lachute Facility

In Quebec, the Company has a lease agreement until June 30, 2028 which includes access to the property owner's electricity services subscription with Hydro-Québec, which features energy costs at approximately $0.04 per kWh. The Company also pays monthly power charges, net of supply and transformation loss credits, of approximately $10.26 per kilowatt.

HIVE New Brunswick Facility

The Company owns the land and infrastructure at the HIVE New Brunswick Facility, including its 70 MW substation. Energy costs for the first 37.5 MW of capacity are approximately $0.052 per kWh. Energy costs for capacity above 37.5 MW, which is supplied through interruptible or surplus energy arrangements, are subject to market pricing.

The Company also pays a monthly demand charge of $13.90 per kilowatt on its contracted reserve capacity.

HIVE Paraguay - Valenzuela Facility

The Company owns the land and infrastructure at each of the Hive Paraguay Valenzuela Facility and HIVE Paraguay Yguazú Facility, including the associated electrical substations. In Paraguay, energy costs are structured based on seasonal variations in on-peak and off-peak hours. On average, the Company incurs a cost of approximately $0.045 per kilowatt-hour (kWh) for energy and power consumption.

In July 2024, HIVE secured a 100 MW hydro-powered power purchase agreement to support a planned hydroelectric data center in Valenzuela, Paraguay, through a share purchase and construction agreement with W3X SA. Construction of the Valenzuela Facility was completed in November 2025, and the facility is powered by clean hydroelectric energy from the Itaipu Dam. The Valenzuela Facility contributes approximately 6.5 EH/s to HIVE's global hashrate. The contracted term of the power purchase agreement for the Valenzuela Facility extends until December 31, 2027. Thereafter, continued operation of the facility will depend on the Company's ability to renegotiate or enter into a replacement power purchase arrangement on commercially acceptable terms.

HIVE Paraguay - Yguazú Facility

In March, 2025 HIVE completed the acquisition of a 200 MW hydro-powered data center facility located in Yguazú, Paraguay from Bitfarms Ltd., for approximately $56 million. The transaction included a 240 MVA substation, land, and infrastructure, with payments split between closing and staged installments.

The build-out of the Yguazú Facility was completed in two phases. Phase 1 included the energization of the substation and the deployment of 100 MW of air-cooled ASIC miners. Phase 1 commenced in April 2025 and was completed in June 2025. Phase 2 added an additional 100 MW of hydro-cooled ASIC miners, commenced in July 2025, and was completed in September 2025. Following completion of both phases, the full 200 MW Yguazú Facility added approximately 12.5 EH/s to the Company's global hashrate.

The Yguazú Facility's substation has expansion potential of up to 300 MW. On October 20, 2025, the Company announced a 100 MW infrastructure expansion at the Yguazú Facility, with the related substation upgrades targeted for completion in calendar year 2026. Upon completion, this expansion is expected to increase the Company's total renewable energy capacity in Paraguay to 400 MW.

17

The contracted term of the power purchase agreement at the Yguazú Facility extends until December 31, 2027. Thereafter, continued operation will rely on the Company's ability to renegotiate this agreement.

Cycles

The Company experiences moderate volatility in electricity prices at the HIVE Sweden Facility which can impact profits. A portion of the Company's power costs at the HIVE Sweden Facility are exposed to market prices and the electricity environment in the northern regions of Sweden, which can fluctuate due to weather temperature changes, water levels and political events. As discussed above, the Company has hedged against this volatility through a 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.

Suppliers

We maintain several key supplier relationships that are important to our business for securing ASIC hardware, infrastructure components, and other materials. Because only a limited number of manufacturers can produce ASIC miners at scale, supply chain concentration presents a risk to procurement timing and costs. The Company has purchased ASIC equipment manufactured by Bitmain, Canaan and Micro BT. The Company has purchased GPU cards manufactured by Nvidia and AMD, while GPU server cases are manufactured by Dell or Supermicro.

Our Business Strategy

Dual Engine Strategy

HIVE's dual-engine strategy combines revenue-generating ASIC hashrate sales as a cash-flow and infrastructure base to support the growth of higher-margin AI and high-performance computing (HPC) services primarily undertaken by the Company through BUZZ HPC. We believe that this dynamic reduces risk.

Seasoned management team with experience in data center and infrastructure development

Our Board of Directors and management team have an extensive and established track record in financing, developing, building, operating, maintaining and managing large-scale data center development, operations and associated grid connections across North America, Western Europe and South America.

Established renewable energy strategy

One of our key objectives is to minimize or avoid using energy derived from fossil fuels to power our digital infrastructure services. We remain committed to siting our facilities in close proximity to hydroelectric power or other sources of renewable energy. We note, however, that our facilities are connected to local grids, and as a result, we do not ultimately control the sourcing of power. Due to the location of our facilities, we believe it is likely that a significant portion of our data center operations are powered by renewable or "green" energy sources.

Geographic diversification and Resilience

We operate in North America, South America, and Europe. We believe that this provides meaningful diversification, and reduces concentration risks related to energy markets, regulatory frameworks, weather events, and development and operational disruptions. Geographic diversification also helps mitigate the potential impact of localized physical security incidents, natural disasters, and certain cyber events by distributing infrastructure across multiple regions and operating environments. We believe our multi-continent footprint helps us to deploy capital responsibly, operate with rigor, and build durable digital infrastructure powered by renewable energy.

In a market where power is a major bottleneck for HPC deployment, we believe that HIVE's geographic diversity across Canada, Sweden, and Paraguay creates an advantage in the shift to AI as we have secured scarce, energy-rich sites, grid interconnections, and operational data center infrastructure. As demand for AI compute accelerates, competitors are increasingly constrained by limited access to land, permitting, and electricity, whereas HIVE can repurpose and upgrade its existing footprint from ASIC hashrate sales to GPU-based workloads, enabling faster time-to-market, lower build costs, and immediate scalability in regions where others are still trying to secure power.

18

The acquisition of our Toronto Facility in September, 2025 demonstrates our strategy in action. Located within one of Canada's most important financial and digital corridors, we leveraged existing access to power along with our expertise in ASIC compute and data center operations to quickly bring hashrate services online. This laid the foundation for us to commence the upgrade for Toronto Facility to Tier-III specifications (planned for the calendar year 2026), which will provide high-availability, mission-critical HPC/AI compute for enterprise and sovereign clients.

Operational Milestones for the year ended March 31, 2026

During the year ended March 31, 2026, our focus was on deliberate investment and foundation-building for our next phase of growth. We executed key initiatives required to support the continued evolution of our Bitcoin mining and HPC businesses. Key activities and milestones during the fiscal year ended March 31, 2026 and through the date of this Annual Report include the following:

• Strategic ASIC Purchases and Fleet Upgrade. We added 18 EH/s in 300 MW in Paraguay, between May 2025 and November 2025. This was accomplished through the construction and completion of the HIVE site in Valenzuela, and in parallel, the acquisition of the partially complete 100 MW site in Yguazú, which was completed by HIVE, and a subsequent additional 100 MW of new construction at Yguazú. This brought HIVE's total Bitcoin operating hashrate to 25 EH/s with a blended fleet efficiency of 17.5 J/TH. Since then, subsequent upgrades using credits from the Bitcoin pledge with Bitmain allowed upgrades of 30 MW of S21 XP to replace Buzzminers in Paraguay, brining the total installed hashrate to 25.5 EH/s. Since the bear market of February 2026, HIVE optimized all ASICS with firmware tuning to maximize profit with better J/TH efficiency, resulting in a global fleet operating hashrate of 24.5 EH/s at 16.4 J/TH.

• Continued Growth of HPC Business. We realized $35 million of ARR of contracted GPU cloud revenue, with the most recent contracted cluster of 504 Nidia Blackwell B200 GPUs for a 2 year total contract value of $30 million. This added $15 million of ARR to our previously reported $20 million ARR, increasing the total by 70% of contracted ARR.

• Paraguay Expansion. As discussed elsewhere in this Annual Report, our Paraguay expansion consisted of three phases. Phases 1 and 2, relating to the expansion of our Yguazú Facility were completed in June and September of 2025, respectively. Phase 3, relating to our Valenzuela Facility, was completed in November, 2025.

• Targeted Hashrate. We increased our hashrate capacity from 6 EH/s to our targeted goal of 25 EH/s.

• Partnership with Bell Canada. In August, 2025, BUZZ, our wholly owned subsidiary, entered into a teaming agreement (the "Teaming Agreement") with Bell Canada Inc. ("Bell"). Under the Teaming Agreement, BUZZ will partner with Bell to act as a preferred sovereign GPU as a service provider in connection with Bell's "Bell Canada AI Fabric" initiative. This initiative is designed to increase the availability of secure, affordable, and flexible AI computing resources for Canadian businesses, researchers, and innovators. The Teaming Agreement establishes a framework whereby BUZZ has the opportunity to provide certain of Bell's government and enterprise customers with access to advanced GPU clusters. Our expansion with Bell Canada AI Fabric into British Columbia added approximately 12.6 MW of IT load, in addition to the 4 MW of IT load in Winnipeg.

• Completed an Exchangeable Note Offering. $115M exchangeable notes with 5 year maturity period at 0% interest rate and 17.% conversion premium. A capped call was also purchased with a 125% premium, resulting in a capped call conversion premium of $4.92. We believe that this zero-interest convertible debt provides growth capital while minimizing dilution

19

• TSX Uplisting. On May 12, 2026, our Common Stock began trading on the Toronto Stock Exchange (the "TSX") under the symbol "HIVE."

Market Trends and Competition

Trends

The market for technologies such as Bitcoin hashrate and HPC is highly competitive and rapidly evolving. Due to the energy-intensive nature of these industries, demand for power continues to outpace supply. Bitcoin hashrate requires operational efficiency and low-cost energy at scale, while HPC workloads require more capacity than many legacy data centers can provide. At the same time, regulatory constraints, ongoing supply chain disruptions and the demand for the latest technologies have extended the necessary lead time for GPUs, ASICs, turbines, transformers and other materials that are critical for these industries.

Further, advances in generative AI, machine learning and other compute-intensive applications have increased demand for data center infrastructure. ASIC hashrate sales and GPU-based workloads both require access to land that is powered by reliable, low cost energy, and Bitcoin hashrate providers are increasingly repurposing their existing infrastructure or expanding into AI/HPC services, in response to this demand. As this demand for AI compute accelerates, competitors are increasingly constrained by limited access to land, permitting, and electricity, whereas HIVE can repurpose and upgrade its existing footprint from ASIC hashrate sales to GPU-based workloads, enabling faster time-to-market, lower build costs, and immediate scalability in regions where others are still trying to secure power.

The October 10, 2025 Crypto Crash

On October 10, 2025, the price of Bitcoin fell to approximately $104,582 (the "October 10 Event") from a high of $122,509 earlier that day, and an all-time high of $126,198 on October 6, 2025.1 Since its inception, Bitcoin's price has been subject to considerable volatility. On the one hand, as acceptance and adoption of Bitcoin increases, some institutional and retail investors have sought to increase their exposure to Bitcoin through leveraged positions. On October 10, 2025, approximately $19 billion in leveraged positions were liquidated, which contributed to the price decline.

This phenomenon is not unique to Bitcoin and has been observed in traditional financial markets; for instance, automated computer-based trading is often cited as a contributing factor to the stock market crash of October 19, 1987. Events such as the October 10 Event tend to erode user and investor confidence and negatively affect the Company's operations and outlook. The price of Bitcoin has not recovered from the high of $126,198 on October 6, 2025, and had a closing price of approximately $73,755 on May 30, 2026. There can be no guarantees that similar events will not occur in the future. In the event one or such events occurs, the Company may experience a material adverse change.

Competition in the ASIC Compute Market

In the ASIC compute market, miners can range from individual enthusiasts to professional mining operators with dedicated data centers or vendors of ASIC based hashrate. We compete with multiple public companies, including Bitdeer Technologies Group, Keel Infrastructure Corp., Cipher Digital Inc., CleanSpark, Inc., Core Scientific Inc., Hut 8 Corp., MARA Holdings, Inc., Riot Platforms, Inc. and TeraWulf Inc. The market for ASIC compute is highly competitive and evolving industry and new competitors, or emerging technologies could enter the market and affect our competitiveness in the future.

Competition in the HPC and AI Markets

As we expand into the AI and HPC markets, we compete for access to suitable land and power, advanced hardware, technical talent, and customers seeking AI and HPC compute power. We face competition from established data-center operators and infrastructure providers with significant capital resources, brand recognition and technical expertise, such as Equinix, Crusoe Cloud, Applied Digital and CoreWeave. In addition, other companies that were historically bitcoin miners or ASIC compute providers are seeking to expand into the AI and HPC markets. Accordingly, we compete against companies such as Keel Infrastructure Corp., IREN Ltd., and Hut 8 Corp. in this market as well.

20

Employees and Human Capital Resources

As of March 31, 2026, we employed 29 employees in Canada, Bermuda, Sweden, Paraguay and the United States. None of our employees are represented by a labor union, and we have never experienced a work stoppage.

Intellectual Property

We actively use specialized hardware and software for our operations. In some instances, source code and other software assets may be subject to an open-source license, as much technology development in this sector is open source. We intend to adhere to the terms of any license agreements that may be in place for these works.

We do not currently hold patents and we rely on trade secrets, trademarks, service marks, copyrights, and contractual protections to safeguard our intellectual property and competitive position.

Regulatory Landscape

Government Regulation-General

We operate in a complex and evolving regulatory landscape spanning financial regulation, infrastructure, energy policy, international trade, and export controls. We are subject to a wide range of laws and regulations enacted by federal, state, provincial, and local governments, governmental agencies, and regulatory authorities, including the SEC, the Commodity Futures Trading Commission the ("CFTC"), the Federal Trade Commission, and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, as well as similar entities in Canada, Sweden, Paraguay and other jurisdictions.

Authorities at all levels of government are increasingly focused on the environmental impact and power use of data center operations (whether for Bitcoin compute, HPC/AI workload or otherwise). Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity and/or securities laws, and digital asset derivative instruments may be by the CFTC and SEC. Many jurisdictions have enacted or are considering regulatory requirements specifically for digital assets and companies that transact in them. As the nascent AI/HPC industry grows, it is also subject to enhanced regulatory scrutiny. As we expand our HPC business we may be subject to cybersecurity, data privacy, export controls, and other compliance obligations related to AI and HPC infrastructure.

Government Regulation-Tax

The application of existing tax laws to blockchain-based digital infrastructure, including Bitcoin mining and HPC, remains subject to evolving administrative interpretations and enforcement in certain jurisdictions. Where statutory frameworks predate these technologies, tax authorities may apply legacy provisions through reassessments, audits, and litigation rather than legislative updates, creating uncertainty. Tier-I data centers are designed for versatile, high-density computing and support a wide range of workloads, including cloud services, data storage, rendering, AI preparation, and Bitcoin mining. Statutory provisions for input value added tax ("VAT") recovery (rebates/refunds) and depreciation/capital allowances often apply based on infrastructure characteristics rather than on the specific workload type.

In Sweden, the Swedish Tax Authority (Skatteverket) has issued reassessments and decisions affecting VAT eligibility, input VAT recovery, and the classification of computing activities at Tier-I data centers engaged in Bitcoin mining and related services. These positions provide differentiated treatment based on computational workload, denying or limiting input VAT recovery and related benefits to ASIC based computing operations that may otherwise be available for comparable high-performance or data-processing activities-despite the absence of any express statutory differentiation by workload.

21

Industry participants, including the Company's Swedish subsidiaries, have faced retrospective reassessments, denial of VAT refunds, and ongoing administrative and court proceedings (with appeals pursued up to higher courts where appropriate). The Company maintains that its positions align with enacted Swedish tax law and has appealed adverse decisions where appropriate. The Company's ability to claim VAT input recovery remains conditional on favorable rulings, with no material liability accrued where recovery is considered probable based on management's reasonable assessment (including professional advice).

Similar scrutiny exists in Canada. Regulators, such as the Canada Revenue Agency (the "CRA"), which administers the federal goods and services tax and harmonized provincial sales tax ("GST/HST") and Revenu Québec (which administers the Quebec provincial sales tax, or "QST") have audited ASIC based computing, mining and digital infrastructure activities, focusing on input tax credit eligibility, characterization of operations, and capital cost allowances. Reassessments, credit denials, and clawbacks have occurred across the sector, often through administrative processes rather than statutory changes. The Company has contested adverse positions where appropriate and continues to defend its filings.

Broader Tier-I data center industry challenges include potential misalignment of tax outcomes with the multi-use nature and upgrade pathways of Tier-I infrastructure toward Tier-III AI/HPC-capable facilities, increased compliance burdens, and regulatory uncertainty that may deter capital investment or affect operational flexibility in emerging fintech and digital asset sectors.

Unfavorable outcomes and biased enforcements could result in repayment obligations (potentially including interest and penalties), increased compliance costs, prolonged litigation, and higher effective tax burdens. These matters contribute to regulatory uncertainty, may impact cash flows and operating results, and reflect broader enforcement scrutiny that has disproportionately affected ASIC computing relative to other data center uses. The Company mitigates these risks through geographic diversification, renewable energy sourcing, workload flexibility (ASIC to GPU/HPC), conservative provisioning, engagement of local advisors, and pursuit of appeals or judicial review as needed. Ultimate resolution may depend on legislative clarification, court determinations, or administrative settlements.

HIVE believes that it can continue to navigate the challenges of a mixed regulatory environment through its adaptability. In Canada and Sweden, we have continued to operate despite policy headwinds, while in Paraguay-where we operate large-scale hydro-powered facilities-an unexpected tariff increase on hydroelectricity in the summer of 2025 underscored the risk of sudden policy changes. These examples highlight the dynamic and sometimes unpredictable nature of the Company's operating environment, as well as HIVE's proven ability to manage and adapt to shifting energy and tax landscapes while continuing to execute its growth strategy.

Operations may be affected in varying degrees by government regulations and decisions with respect to, but not limited to, restrictions on price controls, currency remittance, income and consumption taxes, foreign investment, maintenance of claims, environmental legislation, land use, electricity use and safety. Additionally, cryptocurrency prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond the Company's control, including hacking, demand, inflation, expectations with respect to the rate of inflation, and global or regional political or economic events.

Ongoing and future regulatory or tax changes may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects operations. Governments may curtail or outlaw the acquisition, use, or redemption of cryptocurrencies, or take regulatory action that increases operating costs or imposes additional licensing requirements. Such actions could also extend to restrictions on the acquisition, ownership, holding, selling, or trading of the Company's common shares. In an adverse scenario, these measures could force the Company to liquidate cryptocurrency inventory at unfavorable prices, reducing shareholder value.

For more information regarding the potential risks that existing and future regulations pose to our business, see please see