Bitdeer Announces Proposed Private Placement of US$300.0 Million of Convertible Senior Notes

SINGAPORE, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI infrastructure, today announced that it intends to offer, subject to market conditions and other factors, US$300.0 million principal amount of Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “notes offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Bitdeer also intends to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional US$45.0 million principal amount of notes.

The notes will be general, senior unsecured obligations of Bitdeer and will accrue interest payable semiannually in arrears. Upon conversion, Bitdeer will pay or deliver, as the case may be, cash, Class A ordinary shares, par value US$0.0000001 per share, of Bitdeer (the “Class A ordinary shares”) or a combination of cash and Class A ordinary shares, at its election. The interest rate, initial conversion rate, repurchase or redemption rights and certain other terms of the notes will be determined at the time of pricing of the notes offering.

Use of Proceeds

Bitdeer intends to use a portion of the net proceeds from the notes offering, together with the net proceeds from the registered direct offering described below, if consummated, to pay the cost of the capped call transactions that Bitdeer will enter into with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”) and to pay the cash consideration for the concurrent note repurchase transactions, each as described below. Bitdeer intends to use the remaining net proceeds from the notes offering for datacenter expansion, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Bitdeer expects to use the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remaining net proceeds for datacenter expansion, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other general corporate purposes as described above.