Bitcoin Miner Bitfarms Increases Convertible Offering to $500 Million

TLDR

• Bitfarms upsizes its convertible notes offering to $500 million, up from $300M.
• The offering includes 1.375% senior notes due in 2031 with a 30% premium.
• Proceeds will be used for corporate purposes and capped call transactions.
• Bitfarms’ stock fell 18.4% on the announcement, despite recent gains.

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Bitcoin mining company Bitfarms has announced an expanded offering of convertible senior notes, increasing the size to $500 million, up from $300 million just one day prior. The move comes as the company seeks to raise significant funds to support its ongoing business activities. The offering, which includes a premium conversion price, aims to bolster Bitfarms’ financial position and minimize potential shareholder dilution.

Increased Offering Size and Terms

Bitfarms, listed on both the Nasdaq and Toronto Stock Exchange, revealed that the offering will include 1.375% convertible senior notes, maturing in 2031. This expansion follows the company’s earlier announcement of a $300 million offering. As part of the offering, Bitfarms will allow initial purchasers to buy an additional $88 million of the notes within 13 days of the closing.

The convertible notes will accrue interest on a semi-annual basis, beginning on July 15, 2026, and will mature on January 15, 2031. The initial conversion price of these notes is set at approximately $6.86 per share, which represents a 30% premium over Bitfarms’ last closing price of $5.28. This price is intended to provide a cushion to existing shareholders by setting a higher conversion price.

Proceeds and Use of Funds

Bitfarms intends to use the proceeds from the offering for general corporate purposes. This could include a range of activities such as debt repayment, infrastructure expansion, or operational improvements. Additionally, part of the funds will be directed towards financing capped call transactions, designed to minimize the potential dilution of shareholder equity.

Capped call transactions are a common strategy used by companies issuing convertible notes to limit the impact of potential share dilution. This means that the company will ensure that, even if the convertible notes are converted to shares, the overall dilution will be capped within a certain range, protecting the interests of existing shareholders.

Market Reaction and Stock Performance

The announcement of the upsized offering has been met with a mixed market response. Bitfarms’ stock closed down 18.4% at $5.28 on the day of the announcement. Following this, the stock further dropped by 5.3% during after-hours trading, according to Yahoo Finance data. Despite this short-term decline, the company’s stock has seen a significant increase over the past month, rising 82.7%, and is up by 26.6% over the last five days.

While the increase in the offering size may have caused concern among some investors, the recent stock price gains show a positive trend in the company’s performance. Bitfarms’ decision to upsize the offering suggests that it is aiming to strengthen its financial position for the long term, despite short-term fluctuations in stock price.

Closing and Approval Process

The expanded offering is expected to close on or around October 21, 2025, pending approval from the Toronto Stock Exchange. If approved, Bitfarms will proceed with the issuance of the convertible notes, with the proceeds supporting the company’s continued operations and growth.

Bitfarms is one of North America’s prominent bitcoin mining companies, operating mining facilities and energy infrastructure across the continent. The company has a significant energy pipeline, with over 80% of its capacity based in the United States. Its continued efforts to raise capital reflect its ambition to expand its operations and enhance its market position in the growing cryptocurrency mining sector.

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