Bitfarms prices $500 million convertible notes offering

Bitfarms Ltd. (NASDAQ/TSX: BITF) announced it priced a $500 million offering of 1.375% convertible senior notes due 2031. The company increased the offering size from a previously announced $300 million.

The convertible notes will mature on January 15, 2031, and accrue interest at 1.375% per annum, payable semi-annually. Initial purchasers received an option to purchase up to an additional $88 million of notes within 13 days of issuance.

The notes have an initial conversion rate of 145.6876 common shares per $1,000 principal amount, equivalent to a conversion price of approximately $6.86 per share. This represents a 30% premium to the October 16 closing price of $5.28 per share on Nasdaq.

Bitfarms plans to use net proceeds for general corporate purposes. The company also entered into cash-settled capped call transactions with initial purchasers and other financial institutions. These transactions cover the number of shares initially underlying the convertible notes, with a cap price of $11.88 per share, representing a 125% premium to the October 16 closing price.

The capped call transactions are designed to reduce potential economic dilution upon conversion of the notes. The company will use either offering proceeds or cash on hand to pay for these transactions.

The offering is expected to close on or about October 21, 2025, subject to customary closing conditions including Toronto Stock Exchange approval. The notes will be offered only to qualified institutional buyers under Rule 144A.

Bitfarms operates as a North American energy and digital infrastructure company focused on Bitcoin mining and high-performance computing data centers.

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