Keel Infrastructure raises $458M via 1.25% convertible notes due 2032 at $7.41 conversion price

Filed June 10, 2026 · Period ending June 9, 2026 · ~1 min read

Key Changes

• high

  Issued $458M in 1.25% convertible senior notes due January 2032, convertible at $7.41/share (25% premium to June 4 close), with Bitfarms Ltd. guarantee; net proceeds ~$445.4M after fees.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
• high

  Up to 77.2M shares may be issued upon conversion (168.6340 shares per $1,000 principal), representing potential dilution; company can settle in cash, stock, or combination at its election.

  Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
• medium

  Spent ~$41.7M of proceeds on capped call transactions to offset dilution from conversions, with benefits capped at $11.86/share (100% premium to June 4 close).

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →