v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 13: STOCKHOLDERS’ EQUITY

 

Common shares

 

Bitfarms’ authorized share capital consists of an unlimited number of common shares without par value and are fully paid. Each share entitles the holder to one vote per share and to receive equally any dividends declared by the Company and the remaining property and assets of the Company in the event Keel undergoes a liquidation, dissolution or winding up. As a result of the U.S. Redomiciliation Transaction, on April 1, 2026, the Company’s authorized share capital became the authorized share capital of Keel, which consists of 1,500,000,000 shares of Common Stock, with a par value of $0.001 per share, and 120,000,000 shares of Class A Preferred Stock, with a par value of $0.001 per share.

 

The following table details the movement in number of common shares:

 

   Three months ended March 31, 
   2026   2025 
Outstanding, January 1,  601,579,999   479,332,885 
Issuance through at-the market equity offering program 
—
   14,444,643 
Issuance through business combination 
—
   59,866,609 
Exercise of Options  338,863  
—
 
Settlement of restricted share units  932,275  
—
 
Outstanding, March 31,  602,851,137   553,644,137 

 

Corporate Share Buyback Program

 

On July 22, 2025, the Company announced that the TSX had approved a normal course issuer bid (“NCIB”), under which the Company may repurchase up to 49,943,031 of its common shares, representing approximately 10% of the Company’s public float as of July 14, 2025. Purchases under the NCIB commenced on July 28, 2025. All common shares purchased on the TSX or Nasdaq under the NCIB were cancelled. Following the U.S. Redomiciliation Transaction, Keel is continuing the NCIB under the same terms.

Equity warrants

 

Details of the outstanding number of Warrants are as follows:

 

   Three months ended March 31, 
   2026   2025 
   Number of
Warrants		   Weighted
Average
Exercise Price (USD)		   Number of
Warrants		   Weighted
Average
Exercise Price (USD)		 
Outstanding, January 1,  13,907,295   1.97   10,841,482   1.17 
Granted 
—
  
—
   12,893,650   1.30 
Outstanding, March 31,  13,907,295   1.97   23,735,132   1.24 

 

The weighted average contractual life of the warrants as of March 31, 2026, was 2.1 years (December 31, 2025: 2.2 years).

 

On March 14, 2025, the Company issued 12,893,650 warrants at an average exercise price of $1.30 as part of the consideration paid to acquire Stronghold. The total value was $11,477 using the Black-Scholes valuation model. Refer to Note 3 for more details. The warrants are convertible into a fixed number of common shares of the Company, which are classified as equity instruments.

 

The Company evaluates its warrants to determine whether they are within the scope of ASC 480-10 or ASC 815-40. The Company concluded that the warrants are not within the scope of ASC 480-10 and meet the criteria for equity classification under ASC 815-40 as they are indexed to the Company’s own stock and are exercisable for a fixed number of common shares. The warrants are settled on a gross physical basis, and the Company is not required to net cash settle the instruments under any circumstances. Accordingly, the warrants are classified in equity and are not subsequently remeasured.

 

In April 2025, in connection with the Credit Facility, the Company granted Macquarie 5,330,946 warrants (the “2025 Warrants”) with an exercise price of $1.17. The holder has the right to exercise the warrants before 2030 to subscribe for and purchase common shares from the Company. These warrants are classified as equity instruments.

 

In October 2025, in connection with the Credit Facility with Macquarie (see Note 12 for more details), the Company granted Macquarie 2,197,127 warrants with a strike price of $5.69 and a term of 5 years. The holder has the right to exercise the warrants before 2030 to subscribe for and purchase common shares from the Company. These warrants are classified as equity instruments.

 

The Black-Scholes option-pricing model utilized the following weighted-average inputs to determine the fair values of the warrants granted during the year ended December 31, 2025:

 

     
Dividend yield (%)   
—
%
Expected share price volatility (%)*   98%
Risk-free interest rate (%)   4.03%
Expected life of warrants (years)   5.60 
Share price (USD)  $1.41 
Exercise price (USD)  $1.74 
Fair value of warrants (USD)  $1.05 
Number of warrants issued   20,421,723 

 

*Expected share price volatility is estimated based on a combination of the Company’s stock price and Bitcoin price data.