Bitdeer prices $325 million convertible notes offering

Bitdeer Technologies Group (NASDAQ: BTDR) announced the pricing of $325 million in convertible senior notes due 2032 in a private placement to qualified institutional buyers. The offering was increased from the previously announced size of $300 million.

The notes carry a 5% annual interest rate and are convertible at an initial rate of 100.7557 Class A ordinary shares per $1,000 principal amount, equivalent to a conversion price of approximately $9.93 per share. This represents a 25% premium over the offering price in Bitdeer's concurrent registered direct offering of shares.

Initial purchasers received an option to purchase up to an additional $50 million in notes within 13 days of issuance. The offering is expected to close on February 24, 2026, subject to customary conditions.

Bitdeer estimates net proceeds of approximately $315.1 million, or $363.7 million if the additional purchase option is exercised in full. The company plans to use proceeds to pay approximately $29.2 million for capped call transactions and $138.2 million to repurchase $135 million of its existing 5.25% convertible notes due 2029. Remaining funds will support datacenter expansion, high-performance computing and artificial intelligence cloud business expansion, ASIC mining rig development and manufacturing, and general corporate purposes.

Bitdeer also announced a concurrent registered direct offering of 5,503,030 Class A ordinary shares at $7.94 per share, scheduled to settle on February 26, 2026. The company entered into capped call transactions with option counterparties to offset potential dilution from note conversions, with a cap price of $15.88 per share.

The notes will mature on March 1, 2032, and may be redeemed under certain conditions starting March 6, 2030.

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