| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/30/2026 | 3. Issuer Name and Ticker or Trading Symbol
HIVE Digital Technologies Ltd. [ HIVE ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 300 | D | |
| Common Stock | 716,777 | I | By Akilic Ventures Ltd.(1) |
| Common Stock | 1,200 | I | By Unimage Enterprises Ltd.(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options (right to buy) | (3) | 10/07/2031 | Common Stock | 180,000 | $13.33(4) | I | Akilic Ventures Ltd.(1) |
| Options (right to buy) | (5) | 08/26/2027 | Common Stock | 72,000 | $4.08(6) | I | Akilic Ventures Ltd.(1) |
| Options (right to buy) | (7) | 07/06/2028 | Common Stock | 75,000 | $4.94(8) | I | Akilic Ventures Ltd.(1) |
| Restricted Stock Units | (9) | (9) | Common Stock | 150,000 | $0 | I | Akilic Ventures Ltd.(1) |
| Restricted Stock Units | (10) | (10) | Common Stock | 400,000 | $0 | I | Akilic Ventures Ltd.(1) |
| Restricted Stock Units | (11) | (11) | Common Stock | 400,000 | $0 | I | Akilic Ventures Ltd.(1) |
| Restricted Stock Units | (12) | (12) | Common Stock | 400,000 | $0 | I | Akilic Ventures Ltd.(1) |
| Restricted Stock Units | (13) | (13) | Common Stock | 400,000 | $0 | I | Akilic Ventures Ltd.(1) |
| Explanation of Responses: |
| 1. These securities are owned by Akilic Ventures Ltd., a corporation that is wholly-controlled by Mr. Kilic. |
| 2. These securities are owned by Unimage Enterprises Ltd., a corporation that is wholly-controlled by Mr. Kilic. |
| 3. These options were granted on October 7, 2021. 162,000 options have vested as of the date hereof, and the remaining 18,000 will vest in two equal installments on May 19, 2026 and August 19, 2026. |
| 4. Represents an exercise price of $18.50 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.3875 reported by the Bank of Canada on March 27, 2026. |
| 5. These options were granted on August 6, 2022 and are fully vested as of the date hereof. |
| 6. Represents an exercise price of $5.66 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.3875 reported by the Bank of Canada on March 27, 2026. |
| 7. These options were granted on July 6, 2023 and are fully vested as of the date hereof. |
| 8. Represents an exercise price of $6.86 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.3875 reported by the Bank of Canada on March 27, 2026. |
| 9. Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of common stock. The RSUs were issued on November 5, 2024. 150,00 of the RSUs remain outstanding, and will vest in 3 equal installments on each of May 5, 2026, August 5, 2026, and November 5, 2026. |
| 10. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs were issued on April 17, 2025 and will vest in one installment on April 17, 2026. |
| 11. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs were issued on July 8, 2025 and will vest in one installment on July 8, 2026. |
| 12. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs were issued on October 31, 2025 and will vest in one installment on October 31, 2026. |
| 13. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs were issued on March 16, 2026 and will vest in one installment on March 16, 2027. |
| Remarks: |
| The Board of Directors of HIVE Digital Technologies Ltd. (the "Company") has determined that the Company no longer qualifies as a foreign private issuer. As a result, effective April 1, 2026, the Company is required to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws, including reports required under Section 16 of the U.S. Securities Exchange Act of 1934, as amended. The Reporting Person is filing this Form 3 in connection with this transition." Exhibit 24 Power of Attorney |
| /s/ Jonathan Gardner, attorney-in-fact for Reporting Person | 03/30/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||