FULLTEXT DEL 4 AV 4
10-K – 2026-02-25 – hut-20251231x10k.htm
Bitcoin redemption option During December 2024, the Company pledged approximately 968 Bitcoin with Bitmain in connection with a purchase of approximately 30,000 Bitmain Antminer S21+ ASIC miners. Under the arrangement, the Company had the option to redeem the pledged Bitcoin at a mutually agreed upon price beginning from the shipment date of the purchased ASIC miners and initially expiring three months thereafter, and subsequently extended. The Company loses the right to redeem the pledged Bitcoin should the Company not redeem them by the end of the redemption period. The amount of Bitcoin that can be redeemed is pro-rata of the percentage of miners shipped on a compute power (hashrate) basis. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives . The Company previously accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2024 due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. During the twelve months ended December 31, 2025, the shipment date was finalized and therefore was no longer an unobservable input. As noted in Note 8. Digital assets , in January 2026, the Company elected not to exercise the option to redeem the pledged Bitcoin, and accordingly, the right to redeem expired. 129 Table of Contents As part of the ABTC Bitmain Purchase Agreement, in August, September, and October 2025, American Bitcoin pledged Bitcoin with Bitmain in connection with a purchase of approximately 17,280 U3S21EXPH ASIC miners. The total amount of Bitcoin pledged was approximately 2,776 Bitcoin. American Bitcoin pledged the Bitcoin in four tranches, two tranches in August 2025, one tranche in September 2025, and one tranche in October 2025. American Bitcoin has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up to twenty-four months after the day immediately following each pledge date and loses the right to redeem the pledged Bitcoin should it not redeem them by the end of the redemption period. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives . As part of the purchase of the U3S21EXPH ASIC miners, the Company paid cash of approximately $ 46.0 million as a deposit and for certain expenses. American Bitcoin had an option to replace the $ 46.0 million cash paid with a Bitcoin pledge on or before November 5, 2025. In October 2025, American Bitcoin exercised its option to replace the $ 46.0 million cash paid with a Bitcoin pledge by pledging an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $ 46.0 million comprising of the deposit and certain expenses. As of December 31, 2024, the Company estimated the fair value of the Bitcoin redemption option using the Black-Scholes pricing model with an implied volatility of 61.54 %, risk-free interest rate of 4.27 %, and inputs noted in the paragraphs above. As previously noted, the significant unobservable input included in the fair value estimate of the Bitcoin redemption option was resolved during the twelve months ended December 31, 2025 and therefore was no longer unobservable. As such, the Bitcoin redemption option was transferred out of Level 3 during the twelve months ended December 31, 2025. The following table provides a summary of activity and change in fair value of the Company’s Bitcoin redemption option (previously a Level 3 derivative asset): Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Balance, beginning of period $ 18,076 $ — $ — Additions — 15,096 — Transfer out of Level 3 (1) ( 18,076 ) 2,980 — Balance, end of period $ — $ 18,076 $ — (1) The Bitcoin redemption option was transferred out of Level 3 during the twelve months ended December 31, 2025 due to changes in the observability of inputs used in the valuation. Covered call options As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives , the Company has sold covered call options on Bitcoin to generate cash flow on a portion of its digital assets. The Company has pledged Bitcoin as collateral with one of its digital asset custodians, in a quantity equal to the notional amount, for these covered call options sold. The collateral is returned to the Company should the covered call options expire with the underlying reference price below their strike price. The covered call options are only exercisable upon the date of expiry, are automatically exercised if the underlying reference price is greater than the strike price of the call option, and are settled with delivery of the underlying Bitcoin. The reference price is the Coinbase exchange Bitcoin price quoted in U.S. dollars. Covered call options are carried at fair value and are Level 2 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement . During the twelve months ended December 31, 2025, covered call options on 5,000 Bitcoin notional expired with the underlying reference price below their strike price and the Company recorded a gain of $ 26.0 million. In May 2025, the Company rolled a covered call option on 500 Bitcoin notional for a covered call option on the same Bitcoin notional by exchanging its previously outstanding call option for a new call option. As a result of the roll, the Company received $ 0.8 million in cash and recorded a gain of $ 4.2 million. In July 2025, the Company sold an additional covered call option on 1,000 Bitcoin notional with the same features as above and received $ 5.0 million in cash. Later in July 2025, this call option was rolled forward to a later expiry date for nil premium on the same Bitcoin notional. As a result of this roll the 130 Table of Contents Company recorded a loss of $ 2.3 million. In August 2025, the Company sold an additional covered call option on 2,000 Bitcoin notional with the same features as above and received $ 3.7 million in cash. Separated embedded derivative from convertible note In June 2024, as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Convertible instruments and Note 11. Loans, notes payable, and other financial liabilities , the Company issued a convertible note with embedded derivatives and separated the Contingent Repurchase Right embedded derivative. The separated embedded derivative from convertible note was separated from its debt host contract and is accounted for as a derivative liability carried at fair value in accordance with ASC 815. As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement , the separated embedded derivative from convertible note is a Level 3 liability. A significant unobservable input included in the fair value estimate of the separated embedded derivative from convertible note is management’s estimate of the Contingent Repurchase Right’s probability of occurrence, which was remote as at inception and December 31, 2025. As such, the initial fair value of the separated embedded derivative from convertible note was nil and the fair value as of December 31, 2025 was nil. As of December 31, 2025, the Company estimated the fair value of the separated embedded derivative from convertible note using the PDE Model with the following inputs and inputs noted in the paragraph above: December 31, 2025 Dividend yield — % Implied volatility 99.20 % Risk-free interest rate 3.80 % Credit spread 16.30 % The following table provides a summary of activity and change in fair value of the Company’s separated embedded derivative from convertible note (Level 3 derivative liability): Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Balance, beginning of period $ — $ — $ — Balance, end of period $ — $ — $ — Warrant liability In connection with the ABTC Merger, warrants to purchase Gryphon common stock (the “ABTC-Gryphon Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of American Bitcoin. The ABTC-Gryphon Warrants have an exercise price of $ 1.50 per share, after giving effect of the ABTC Merger. These warrants expire in January 2035. In connection with the ABTC Merger, American Bitcoin assumed 1,373,374 ABTC-Gryphon Warrants. As of December 31, 2025, there were 89,222 ABTC-Gryphon Warrants outstanding. The ABTC-Gryphon Warrants meet the definition of a derivative under ASC 815, and due to the terms of the warrants, are required to be liability classified. The ABTC-Gryphon Warrant liabilities are carried at fair value, and are Level 3 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements . 131 Table of Contents As of December 31, 2025, the Company estimated the fair value of the ABTC-Gryphon Warrant liability using the Black-Scholes pricing model with the following inputs: December 31, 2025 Exercise price $ 1.50 Expected price volatility 130.00 % Risk-free interest rate 4.06 % Expected term (in years) 9.00 Dividend yield — % The following table provides a summary of activity and change in fair value of the Company’s warrant liability (Level 3 derivative liability), and there was no activity during the twelve months ended December 31, 2024 and six months ended December 31, 2023: Twelve Months Ended (in USD thousands) December 31, 2025 Balance, beginning of period $ — ABTC-Gryphon Warrants assumed in ABTC Merger 9,011 Exercise of warrants ( 8,481 ) Change in fair value ( 384 ) Balance, end of period $ 146 Note 17. Leases The Company’s operating leases are for its offices, mining facilities, and data centers. The Company’s subsidiaries also have finance leases, which are primarily related to equipment used at its data centers and the power plant located in Iroquois Falls, Ontario under the Far North JV. As of December 31, 2025, the Company classified the right-of-use asset and lease liability related to the finance lease as assets and liabilities held for sale. Refer to Note 5. Far North sale for further details. The following table shows the right-of-use assets and lease liabilities as of December 31, 2025 and December 31, 2024: (in USD thousands) 2025 2024 Right-of-use assets: Operating leases $ 18,496 $ 20,593 Finance leases — 19,770 Total right-of-use assets $ 18,496 $ 40,363 Lease liabilities: Operating leases $ 19,170 $ 21,364 Finance leases — 23,700 Total lease liabilities $ 19,170 $ 45,064 The Company entered into a sale-leaseback transaction with Macquarie as part of the Far North JV transaction. The finance lease related to the power plant in Iroquois Falls, Ontario is secured by the assets that exist at the power plant. As per the stated terms of the finance lease, there is a mandatory prepayment of base rent when there are net cash proceeds in the event of a (1) cash sweep – when there is excess cash in the Far North JV in respect of each fiscal quarter, (2) equity issuance – all net cash proceeds from any equity issuances shall be applied to prepay base rent, (3) disposition of property – all net cash proceeds from the disposition of property shall be applied to prepay base rent, (4) insurance and expropriation – in the event net cash proceeds are received from the expropriation of its property or assets, or insurance policies in respect of its property or assets, and are greater than a certain insurance threshold, it shall be applied to prepay base rent, and (5) harmonized sales tax (consumption tax in Canada) refunds – all net cash proceeds of any harmonized sales tax refunds shall be applied according to priority payments set forth in the lease agreement and then applied to prepay base rent. 132 Table of Contents The lease agreement underlying the sale-leaseback transaction, as amended, included lease deferrals at a subsidiary of the Far North JV’s election whereby if a deferral was elected, the Far North JV would issue subsidiary Penny Warrants to the lessor as an additional lease payment. During the twelve months ended December 31, 2025, the subsidiary of the Far North JV elected to defer lease payments and issued 2,000,000 subsidiary Penny Warrants. See Note 18. Equity for further information on the subsidiary Penny Warrants. Upon elections to defer lease payments, the subsidiary of the Far North JV determined that the contingency upon the non-cash variable lease payments, being the subsidiary Penny Warrants, was resolved. As such, the non-cash variable lease payments were then included as lease payments under the lease and the subsidiary of the Far North JV remeasured the associated lease liability to reflect these lease payments with a corresponding adjustment to the associated right-of-use asset. The Company’s lease costs are comprised of the following: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Operating leases Operating lease cost $ 4,961 $ 3,448 $ 380 Variable lease cost 968 1,007 113 Operating lease expense 5,929 4,455 493 Short-term lease expense 637 292 26 Total operating lease expense 6,566 4,747 519 Finance leases Amortization of financed assets 5,269 4,729 62 Interest on lease obligations 2,499 2,418 8 Total finance lease expense 7,768 7,147 70 Total lease expense $ 14,334 $ 11,894 $ 589 The following table presents supplemental lease information: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Operating cash outflows – operating leases $ 5,113 $ 3,588 $ 456 Operating cash outflows – finance leases $ 1,616 $ 2,432 $ 8 Financing cash outflows – finance leases $ 3,965 $ 2,727 $ 60 Right-of-use assets obtained in exchange for operating lease liabilities $ 16 $ 9,282 $ 1,470 Right-of-use assets obtained in exchange for finance lease liabilities $ — $ 25,888 $ — Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Weighted-average remaining lease term – operating leases 8.2 8.5 11.0 Weighted-average remaining lease term – finance leases 3.1 4.0 1.8 Weighted-average discount rate (1) – operating leases 11.7 % 11.6 % 11.1 % Weighted average discount rate – finance leases 10.0 % 10.0 % 6.8 % (1) The Company’s operating leases do not provide an implicit rate, therefore the Company uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease. 133 Table of Contents The following table presents the Company’s future minimum operating lease payments as of December 31, 2025: Operating (in USD thousands) Leases 2026 $ 4,991 2027 4,720 2028 4,377 2029 3,376 2030 1,660 Thereafter 11,625 Total undiscounted lease payments 30,749 Less present value discount ( 11,579 ) Present value of operating lease liabilities $ 19,170 As of December 31, 2025, there were no future finance lease payments. Note 18. Equity Authorized shares The Company’s certificate of incorporation, as amended, authorized 1,000,000,000 shares of common stock, par value of $ 0.01 per share, and 25,000,000 shares of preferred stock, par value of $ 0.01 per share. Business Combination The Business Combination constituted a business combination and was accounted for using the acquisition method of accounting. In addition, a recapitalization of equity structure occurred where the equity structure of the Company reflects the equity structure of the legal parent as a result of the Business Combination, in this case the combined company named “Hut 8 Corp.” These Consolidated Financial Statements contain recast equity balances resulting from the retroactive application of recapitalization accounting in accordance with GAAP, except where otherwise noted. Pursuant to the terms of the Business Combination Agreement on November 30, 2023, stockholders of USBTC received 0.6716 of a share of the Company’s common stock for each share of USBTC common stock. Legacy Hut shareholders received 0.2000 of a share of the Company’s common stock for each Legacy Hut common share. All previously outstanding USBTC common stock, all series of previously outstanding USBTC preferred stock, all previously outstanding USBTC stock options, and all previously outstanding USBTC restricted stock awards are presented in the recast Consolidated Statements of Equity, if applicable, and in the accompanying notes on an as-converted basis, converted at the ratio of 0.6716 for each USBTC share. Fractional shares, if any, were rounded down to the nearest whole share at a stockholder level. Fractional options, if any, were rounded down to the nearest whole option at an award level. 134 Table of Contents The retrospective application of recapitalization on previously outstanding USBTC common stock prior to the Business Combination and in the periods presented in these Consolidated Financial Statements is as follows, rounded down, if applicable, on a holder level based on their aggregate holdings of all USBTC shares: Shares of USBTC USBTC common common stock stock to prior to the Hut 8 Corp. Recapitalization Business common stock of Period Description Combination exchange ratio common stock Six months ended December 31, 2023 Issuance of common stock for the replacement of cancelled restricted stock awards 1,441,913 0.6716 968,388 Six months ended December 31, 2023 Issuance of common stock – stock option exercises 63,298 0.6716 42,508 Common stock During the twelve months ended December 31, 2024 the Company issued 2,313,435 shares of its common stock in connection to the Debt Repayment Agreement with Anchorage. As a result of the share issuance, the Company recorded $ 30.2 million to additional paid-in capital, net of share issuance costs of $ 0.1 million, and $ 0.02 million to common stock. At-the-Market Offering and Stock Repurchase Programs On December 4, 2024, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “2024 ATM”), allowing the Company to offer and sell up to $ 500.0 million of its common stock from time to time. Concurrently, the Company launched a $ 250.0 million stock repurchase program enabling the Company to repurchase up to 4,683,936 shares of its common stock (representing 5.0 % of the Company’s issued and outstanding common stock as of December 4, 2024) within twelve months of launch. During the twelve months ended December 31, 2024, the Company issued and sold 5,553,458 shares of its common stock under the 2024 ATM for gross proceeds of $ 165.2 million, incurred issuance costs of $ 3.2 million, and repurchased nil shares of its common stock under the stock repurchase program. During the twelve months ended December 31, 2025, the Company issued and sold 5,205,019 shares of its common stock under the 2024 ATM for gross proceeds of $ 134.2 million, incurred issuance costs of $ 1.3 million, and repurchased nil shares of its common stock under the stock repurchase program. On August 22, 2025, the Company established a $ 1.0 billion at-the-market equity program (the “2025 ATM”), which replaced the 2024 ATM. During the twelve months ended December 31, 2025, the Company issued and sold 4,020,630 shares of its common stock under the 2025 ATM for gross proceeds of $ 183.4 million and incurred issuance costs of $ 2.0 million. Common stock warrants In connection with the Business Combination, warrants to purchase Legacy Hut common shares outstanding immediately before the Business Combination were assumed by the Company. Post-Business Combination, the warrants are entitled to receive, upon exercise, in lieu of Legacy Hut common shares, shares of common stock of the Company at an exchange ratio of 0.2000 , rounded down to the nearest whole share at a warrant agreement level if applicable, and at an exercise price of the original exercise price divided by the exchange ratio of 0.2000 , rounded up to the nearest whole cent if applicable. The warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price due to the use of a certain volume-weighted average price of shares. The Company accounts for its warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each warrant was estimated on the date of assumption using the Black-Scholes pricing model. 135 Table of Contents The warrants assumed in the Business Combination expire on September 17, 2026. The following table summarizes the assumptions used in the Black-Scholes pricing model on the date that the equity-classified warrants were assumed: November 30, 2023 Dividend yield — % Expected price volatility 106 % Risk-free interest rate 4.48 % Expected term 2.8 years Transactions involving the Company’s equity-classified warrants are summarized as follows: Weighted Weighted average average remaining Number of exercise price contractual life (in USD thousands, except share and per share amounts) shares (per share) (in years) Outstanding as of June 30, 2023 — $ — — Assumed pursuant to the Business Combination 1,895 53.45 2.8 Outstanding as of December 31, 2023 1,895 53.45 2.8 Outstanding as of December 31, 2024 1,895 53.45 1.7 Outstanding as of December 31, 2025 1,895 $ 53.45 0.7 Non-Controlling interests During the twelve months ended December 31, 2025, Historical ABTC, entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, Historical ABTC agreed to sell and issue to the Purchasers shares of its Class A common stock for gross proceeds of $ 200.0 million (up to maximum gross proceeds of $ 250.0 million to satisfy oversubscriptions). The closing of the Private Placement occurred on June 27, 2025. At the closing, Historical ABTC sold and issued 11,002,954 shares of its Class A common stock ( 159,537,377 shares of Class A common stock of American Bitcoin post-ABTC Merger exchange ratio of 14.4995 ) for aggregate gross proceeds in cash and Bitcoin (as described below) of $ 220.1 million, and aggregate net proceeds of approximately $ 215.3 million after deducting certain fees and expenses incurred in connection with the Private Placement, including aggregate commissions of $ 4.8 million. $ 10.0 million worth of Historical ABTC Class A common stock were sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $ 104,000 . Accordingly, the Company recorded $ 122.6 million to additional paid-in capital, representing the portion of the Private Placement attributable to the Company, and $ 92.7 million to non-controlling interest, representing the portion attributable to the non-controlling interest. As noted in Note 4. Acquisitions, as part of the ABTC Merger, existing Gryphon shareholders held 16,893,390 shares of American Bitcoin Class A common stock upon the Closing on September 3, 2025. As a result, the Company recorded $ 86.0 million to additional paid-in capital, representing the portion of the American Bitcoin Class A common stock held by existing Gryphon shareholders upon the Closing attributable to the Company, and $ 49.8 million to non-controlling interest, representing the portion attributable to the non-controlling interest. During the twelve months ended December 31, 2025, 1,284,152 ABTC-Gryphon Warrants assumed by American Bitcoin from the ABTC Merger were exercised and settled with the issuance of 1,025,120 shares of American Bitcoin Class A common stock. See Note 16. Derivatives for further detail. As a result, the Company recorded $ 5.2 million to additional paid-in capital, representing the portion of the shares of American Bitcoin Class A common stock issued to settle ABTC-Gryphon Warrants exercised attributable to the Company, and $ 3.3 million to non-controlling interest, representing the portion attributable to the non-controlling interest. 136 Table of Contents On September 3, 2025, American Bitcoin entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “American Bitcoin 2025 ATM”), allowing American Bitcoin to offer and sell up to $ 2.1 billion of its shares of Class A common stock from time to time. During the twelve months ended December 31, 2025, American Bitcoin issued and sold 65,485,198 shares of its Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $ 240.5 million and incurred issuance costs of $ 2.8 million. As a result, the Company recorded $ 123.4 million to additional paid-in capital, representing the portion of the shares of American Bitcoin Class A common stock sold under the American Bitcoin 2025 ATM attributable to the Company, and $ 114.4 million to non-controlling interest, representing the portion attributable to the non-controlling interest. The following table summarizes the effect of changes in ownership of American Bitcoin on equity attributable to Hut 8 Corp. for the periods presented: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Net (loss) income attributable to Hut 8 Corp. $ ( 226,149 ) $ 331,882 $ 6,208 Additional paid-in capital: Increase in additional paid-in capital from the issuance of Class A common stock by Historical ABTC and or American Bitcoin, net of issuance costs 245,863 — — Increase in additional paid-in capital from American Bitcoin Class A common stock consideration for the ABTC Merger 85,989 — — Increase in additional paid-in capital from the issuance of Class A common stock by American Bitcoin – warrant exercises 5,197 — — Decrease in additional paid-in capital from deferred income tax on American Bitcoin Corp. – equity transactions ( 73,219 ) — — Changes from net (loss) income attributable to Hut 8 Corp. and total effect of changes in ownership of American Bitcoin on equity attributable to Hut 8 Corp. $ 37,681 $ 331,882 $ 6,208 During the twelve months ended December 31, 2025, American Bitcoin issued shares of its Class A common stock to third parties, as disclosed above in this note, thereby reducing the Company’s ownership percentage in American Bitcoin. The Company continues to maintain control of American Bitcoin after these share issuances, and the issuances were accounted for as equity transactions under FASB ASC Topic 810, Consolidation (“ASC 810”). These share issuances by American Bitcoin are also accounted for under ASC 740 by assessing the deferred tax consequences of the outside basis difference. The tax impact of the difference between the fair value of the consideration received and the amount by which the non-controlling interest is adjusted is recognized in equity. Accordingly, the Company recorded $ 73.2 million as a deferred tax liability, with the offset recognized in additional paid-in capital. No gain or loss was recognized. 137 Table of Contents ABTC-Akerna Warrants In connection with the ABTC Merger on September 3, 2025, warrants to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Common Warrants”) and warrants issued to underwriters to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Underwriter Warrants” and, collectively with the ABTC-Akerna Common Warrants, the “ABTC-Akerna Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, American Bitcoin Class A common stock, at an exchange ratio of 0.2000 and at an exercise price of the exercise price immediately preceding the ABTC Merger divided by the exchange ratio of 0.2000 . The ABTC-Akerna Warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price. The Company accounts for its ABTC-Akerna Warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the ABTC-Akerna Warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each ABTC-Akerna Warrant was estimated on the date of assumption using the Black-Scholes pricing model. The ABTC-Akerna Common Warrants and ABTC-Akerna Underwriter Warrants assumed in the ABTC Merger expire on July 5, 2027 and June 29, 2027, respectively. Transactions involving the Company’s equity-classified ABTC-Akerna Warrants are summarized as follows: Weighted average Weighted average Number of exercise price remaining contractual (in thousands, except share and per share amounts) shares (per share) life (in years) Outstanding as of December 31, 2024 — $ — — ABTC-Akerna Common Warrants assumed pursuant to the ABTC Merger 21,739 37.00 1.8 ABTC-Akerna Underwriter Warrants assumed pursuant to the ABTC Merger 1,087 37.00 1.7 Outstanding as of December 31, 2025 22,826 $ 37.00 1.5 Subsidiary Penny Warrants During the twelve months ended December 31, 2025, the Far North JV, a consolidated subsidiary of the Company, issued 2,000,000 Penny Warrants with an exercise price of less than one penny per share. These subsidiary Penny Warrants represent approximately 10 % of Far North JV’s common stock outstanding on a non-diluted basis as of December 31, 2025, expire three years from issuance date, and entitle the holder to receive shares of a class of common stock of Far North JV upon exercise. All classes of common stock of Far North JV have equal rights to earnings on a per share basis. The Company accounts for its subsidiary’s Penny Warrants as equity instruments based on the specific terms of the subsidiary Penny Warrant agreements, and has recorded them in additional paid-in capital in equity based on their fair value on issuance. The classification of the subsidiary Penny Warrants, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The fair values of the subsidiary Penny Warrants were estimated on their dates of issuance and were approximately equal to the fair value of the shares of a class of common stock underlying the subsidiary Penny Warrants given their exercise price represents little cash consideration. The subsidiary Penny Warrants were issued in connection with finance lease payment deferral elections by a subsidiary of the Far North JV, and accordingly, the corresponding cost has been capitalized to the associated right-of-use asset in connection with lease remeasurements. The weighted average issuance-date fair value of the subsidiary Penny Warrants was $ 0.90 per share. See Note 17. Leases for further information on the issuance of the subsidiary Penny Warrants. The subsidiary Penny Warrants were exercised in February 2026 pursuant to the sale of the Far North JV; refer to Note 5. Far North sale for further information on the Far North JV sale. 138 Table of Contents Transactions involving the Company’s equity-classified subsidiary Penny Warrants are summarized as follows: Number of Weighted average Aggregate Weighted average shares of exercise price intrinsic remaining contractual (in USD thousands, except share and per share amounts) Far North JV (per share) value life (in years) Outstanding as of December 31, 2024 — $ — $ — — Issued 2,000,000 (1) Outstanding as of December 31, 2025 2,000,000 $ (1) $ 1,823 2.1 (1) Represent little cash consideration of less than a penny per share Accumulated other comprehensive loss The changes in accumulated other comprehensive loss, net of tax, is as follows: December 31, Net December 31, (in USD thousands) 2024 Change 2025 Foreign currency translation adjustment gain (loss) $ ( 45,553 ) $ 35,121 $ ( 10,432 ) Total $ ( 45,553 ) $ 35,121 $ ( 10,432 ) Note 19. Stock-based compensation In connection with the Business Combination, the Company adopted the 2023 Plan, the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted to employees, consultants, and directors of the Company and its affiliates. Cancelled and forfeited awards are returned to the 2023 Plan for future awards. 17,644,625 shares of the Company’s common stock have been authorized and registered to be issued under the 2023 Plan. On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of the Company’s common stock have been authorized and registered to be issued under the 2021 Plan, and no further awards are available for grant under the 2021 Plan. The 2018 Plan was originally established by Legacy Hut on February 15, 2018 to allow Legacy Hut to award stock options and restricted share units to employees, consultants, service providers, and directors of Legacy Hut and its affiliates, as well as deferred share units to employees and directors of Legacy Hut. 1,553,254 shares of common stock have been authorized and registered to be issued under the 2018 Plan. In connection with the Business Combination, USBTC stock options outstanding immediately before the Business Combination were exchanged for 0.6716 stock options of the Company under the 2021 Plan (the “USBTC Replacement Options”). Upon the Business Combination, fractional stock options, if any, were rounded down to the nearest whole stock option at an award level. The exercise price of any USBTC Replacement Option was equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716 , rounded up to the nearest whole cent, if applicable. In connection with the Business Combination, equity awards outstanding under the 2018 Plan were amended such that (1) restricted share units and deferred share units were amended to settle in shares of the Company’s common stock under the 2018 Plan and (2) stock options were cancelled and reissued under the 2023 Plan, all at an exchange ratio of 0.2000 effective November 30, 2023. The exercise price of stock options immediately before the Business Combination was divided by the exchange ratio of 0.2000 , rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the reissued stock options. Fractional awards, if any, were rounded down to the nearest whole award unit at a holder level. 139 Table of Contents As of December 31, 2025, restricted stock units, deferred stock units, performance stock units, and stock options have been granted under the 2023 Plan. The Company’s stock-based compensation expense recognized during the twelve months ended December 31, 2025 and December 31, 2024 and six months ended December 31, 2023 in the Consolidated Statements of Operations and Comprehensive (Loss) Income is as follows: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Restricted stock awards $ — $ — $ 7,815 Stock options 6,776 2,861 2,903 Restricted stock units 12,830 11,002 1,423 Deferred stock units — — 75 Performance stock units 38,196 6,920 — Total stock-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income $ 57,802 $ 20,783 $ 12,216 Stock-based compensation capitalized in property and equipment, net $ 419 $ — $ — In November 2023, prior to the Business Combination, USBTC issued 968,388 fully vested stock awards to replace previously cancelled awards. Upon such issuance, the Company immediately recognized $ 7.8 million of stock-based compensation expense. Stock options The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model for stock option grants without any market-based vest conditions, and using a Monte Carlo simulation model for stock option grants with any market-based vest condition. The majority of USBTC’s stock options vested based on service provided by the grantee to USBTC over time; however, certain stock options were also subject to a performance-based vesting condition whereby vesting would be accelerated upon the completion of an initial public offering or merger event (the “IPO Options”). In January 2023, USBTC repriced 2,122,760 outstanding stock options to an exercise price of $ 0.39 per share. The incremental expense of vested stock options of approximately $ 0.03 million was recognized upon the modification date and the incremental expense of unvested stock options of $ 0.1 million will be recognized over the remaining vesting period of the awards. In January 2023, USBTC entered into change in control agreements with two senior executives that amended the vesting requirement of certain of their service-based stock options. Under the terms of the amended agreements, an acceleration provision was added for all unvested service-based stock options whereby immediate vesting would occur upon the consummation of the Business Combination. USBTC determined the performance condition was probable of being achieved both prior to and subsequent to the modification and accounted for these changes as a Type I modification (probable-to-probable). As the modification only resulted in the acceleration of service-based vesting and did not involve any other changes, there was no incremental fair value to recognize as additional compensation expense as of the modification date and accordingly no incremental compensation expense required to be recognized. In February 2023, USBTC entered into a change in control agreement with a senior executive that modified the performance condition in 27,367 of their stock option awards. Under the modified terms, the stock options did not vest upon achievement of certain internal non-financial metrics and instead vested upon the completion of an initial public offering or merger event. USBTC determined the performance condition was not probable of being achieved both prior to and subsequent to the modification (a Type IV modification). As such, USBTC did not recognize any stock compensation expense for these stock options until the occurrence of an initial public offering or merger event, and recognized this expense upon the consummation of the Business Combination. 140 Table of Contents On November 30, 2023, due to the consummation of the Business Combination, USBTC accelerated a total of 763,609 unvested performance-based stocks options, which was comprised of the IPO Options and the January 2023 and February 2023 modified performance-based stock options described above. Accordingly, USBTC recognized $ 1.1 million of accelerated compensation expense as of the Business Combination closing date. Immediately prior to the closing of the Business Combination, 6,686,123 USBTC stock options were converted into 4,490,375 USBTC Replacement Options, based on an exchange ratio of 0.6716 , rounded down to the nearest whole stock option at an award level. The exercise price of each USBTC Replacement Option is equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716 , rounded up to the nearest whole cent if applicable. USBTC treated the exchange as a Type I modification (probable-to-probable) and measured the total incremental expense as $ 3.9 million for all vested and unvested stock options. The $ 0.3 million incremental expense associated with the vested awards was recognized immediately upon the exchange and is included in compensation expense in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the six months ended December 31, 2023. As previously described in this note, in connection with the consummation of the Business Combination, Legacy Hut stock options were cancelled and reissued under the Company’s 2023 Plan at a 0.2000 ratio, rounded down if applicable at a grant level. The exercise price of each Legacy Hut stock option immediately before the Business Combination was divided by the exchange ratio of 0.2000 rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the replacement stock options. 115,000 Legacy Hut stock options were cancelled and 23,000 replacement stock options were issued under the 2023 Plan with a weighted-average exercise price of $ 18.41 per share. The weighted-average fair value of these replacement stock options was $ 7.02 per share. These 23,000 replacement stock options were fully vested on the Business Combination closing date. As such, there is no further unrecognized compensation expense related to these replacement stock options. In August 2024, the Company accelerated the vesting of 380,658 stock options held by three non-employee directors and 425,604 stock options held by its Chief Executive Officer to immediately vest. In addition, in August 2025, the Company modified the vest conditions of 67,160 stock options held by an employee to a revised vest schedule. As the modifications only resulted in the acceleration or change of service-based vesting and did not involve any other changes, there was no incremental fair value to recognize as additional compensation expense as of the modification date and accordingly no incremental compensation expense was required to be recognized. In March 2025, the Company granted 1,000,000 stock options with an exercise price of $ 15.00 per share under the 2023 Plan with service-based and market-based vest conditions. These stock options vest upon the later of the end of each tranche’s service period and the satisfaction of the market-based vest condition per tranche, which is if the Company’s stock price, on a 20 -consecutive-day volume-weighted average price basis, reaches a certain price during the period from grant date to approximately three years after grant date. The Company recognizes stock-based compensation expense associated with these stock options on a graded basis over the later of the stock options’ time-based service condition and market-based derived service period per tranche. Stock-based compensation expense associated with stock options with market-based vest conditions is not adjusted in future periods for the success or failure to achieve the specified market conditions. These stock options were modified shortly after their grant date to amend a termination vest clause, and the Company determined that there was no incremental fair value to recognize as additional compensation expense as of the modification date given only a termination vest clause was modified and accordingly no incremental compensation expense was required to be recognized. 141 Table of Contents The market-based vest conditions of the stock options granted during the twelve months ended December 31, 2025 are considered “market conditions” under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), and as such, the Company used a Monte Carlo simulation model to determine the grant-date fair value of stock options with a market condition. The Monte Carlo simulation takes into account the probability that the market condition will be achieved based on predicted stock price paths of the Company in addition to the assumptions in the table below. No stock options were granted by the Company during the twelve months ended December 31, 2024. The assumptions in the table below were also used in determining the fair value of the Legacy Hut stock options reissued under the 2023 Plan and USBTC Replacement Options during the six months ended December 31, 2023. Twelve Months Ended Six Months Ended December 31, December 31, 2025 2023 Dividend yield — % — % Expected price volatility 120.00 % 100 % – 115 % Risk-free interest rate 4.05 % 3.64 % – 5.16 % Expected term (in years) 6.0 4.6 – 8.2 As of December 31, 2025, there were 316,660 unvested service-based options and 666,667 unvested service and market-based options. A summary of stock options for the twelve months ended December 31, 2025 and December 31, 2024 and six months ended December 31, 2023 is as follows: Weighted Weighted average average remaining Number of exercise price Aggregate contractual life (in USD thousands, except share and per share amounts) shares (per share) intrinsic value (in years) Outstanding as of June 30, 2023 4,535,270 $ 0.39 $ — 9.0 Granted pursuant to the Business Combination 23,000 18.41 Exercised ( 42,508 ) 0.39 326 Forfeited or canceled ( 2,387 ) 0.39 Outstanding as of December 31, 2023 4,513,375 0.48 58,150 8.8 Exercised ( 1,478,415 ) 0.39 17,625 Forfeited, canceled, or expired ( 73,031 ) 0.39 Outstanding as of December 31, 2024 2,961,929 0.53 59,120 7.7 Granted 1,000,000 15.00 Exercised ( 843,113 ) 0.39 22,485 Forfeited, canceled, or expired ( 252,138 ) 0.39 Outstanding as of December 31, 2025 2,866,678 $ 5.63 $ 115,553 6.2 Vested and exercisable as of December 31, 2025 1,883,351 $ 3.20 $ 80,502 6.4 The Company had approximately $ 0.1 million and $ 2.7 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 0.9 years and 0.7 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of December 31, 2025. The Company had approximately $ 0.6 million and $ 3.5 million of total unrecognized compensation expense related to stock options granted under the Hut 8 Corp. Rollover Option Plan as of December 31, 2024 and December 31, 2023, respectively, which was expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years and 1.0 years, respectively. The weighted average grant-date fair value of stock options granted during the twelve months ended December 31, 2025 was $ 9.44 per share. No stock options were granted during the twelve months ended December 31, 2024. The weighted average grant-date fair value of stock options granted during the six months ended December 31, 2023 was $ 7.02 per share. 142 Table of Contents Restricted stock units Restricted stock units granted under the 2023 Plan, and those governed under the 2018 Plan that may settle in shares of common stock of the Company, entitle recipients to receive a number of shares of the Company’s common stock over a vesting period, according to each respective restricted stock unit agreement. At the Company’s discretion, restricted stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any restricted stock units in cash or in a combination of shares of common stock and cash. For restricted stock units under the 2023 Plan, stock-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s common stock on the date of grant. For restricted stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled restricted stock unit awards on a graded basis over the awards’ service-based vesting tranches. Share-settled restricted stock unit awards generally vest in equal annual installments over a three-year period or fully vest by certain dates for non-employee directors and certain employees (unless accelerated in connection with a change in control event under specified conditions as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the award’s governing plan or applicable agreement). In February 2024, the Company accelerated the vesting of 66,666 restricted stock units held by its former Chief Financial Officer governed by the 2018 Plan to dates earlier than the original vest dates. As the modification only resulted in the acceleration of service-based vesting and did not involve any other changes, there was no incremental fair value to recognize as additional compensation expense as of the modification date and accordingly no incremental compensation expense required to be recognized. In November 2025, the Company granted 2,339,272 restricted stock units with service-based vest conditions to its Chief Executive Officer. The restricted stock units vest approximately thirty-eight months after grant date, subject to continued employment through the vesting date. Once the restricted stock units have vested, the shares of the Company’s common stock received must generally be held by the executive for a period of two years following the vesting date. The following table presents a summary of the activity of the service-based restricted stock units: Weighted average Number of grant-date Aggregate (in USD thousands, except share and per share amounts) units fair value intrinsic value Unvested as of June 30, 2023 — $ — $ — Granted 502,806 12.16 Assumed pursuant to the Business Combination 1,466,066 9.50 Vested ( 412,859 ) 9.50 4,193 Forfeited ( 1,666 ) 9.50 Unvested as of December 31, 2023 1,554,347 10.36 20,735 Granted 930,410 10.17 Vested ( 1,156,383 ) 9.85 13,155 Forfeited ( 186,921 ) 10.99 Unvested as of December 31, 2024 1,141,453 10.62 23,388 Granted 3,211,013 41.58 Vested ( 544,584 ) 10.69 12,351 Forfeited ( 422,672 ) 16.64 Unvested as of December 31, 2025 3,385,210 $ 39.22 $ 155,517 143 Table of Contents The Company had approximately $ 119.7 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan that are settleable in shares of common stock of the Company as of December 31, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.4 years. The Company had approximately $ 6.3 million and $ 10.0 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan and 2018 Plan that are settleable in shares of common stock of the Company as of December 31, 2024 and December 31, 2023, respectively, which was expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 years and 1.2 years, respectively. Deferred stock units Deferred stock units granted under the 2023 Plan, and those governed under the 2018 Plan that are settleable in shares of common stock of the Company, entitled recipients to receive a number of shares of the Company’s common stock over a vesting period if applicable, as per each respective deferred stock unit agreement. At the Company’s discretion, deferred stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any deferred stock units in cash or in a combination of shares of common stock and cash. For deferred stock units under the 2023 Plan, the stock-based compensation expense related to share-settled deferred stock units is based on the fair value of the Company’s common stock on the date of grant. For deferred stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled deferred stock unit awards on a graded basis over the awards’ vesting tranches. Share-settled deferred stock unit awards granted to date were granted in vested state and can only be settled for shares of common stock of the Company upon the participant’s departure from the Company. The following table presents a summary of the activity of the deferred stock units: Weighted average Number of grant-date Aggregate (in USD thousands, except share and per share amounts) units fair value intrinsic value Unvested as of June 30, 2023 — $ — $ — Assumed pursuant to the Business Combination – in vested state 86,189 9.50 Granted and vested 5,615 13.34 Vested and outstanding as of December 31, 2023 91,804 9.73 1,225 Redeemed ( 17,850 ) 9.78 224 Vested and outstanding as of December 31, 2024 73,954 9.72 1,515 Vested and outstanding as of December 31, 2025 73,954 $ 9.72 $ 3,397 There was no remaining unrecognized compensation expense related to deferred stock units as of December 31, 2025, December 31, 2024, and December 31, 2023. Performance stock units Performance stock units granted under the 2023 Plan entitle recipients to receive a number of shares of the Company’s common stock based on market, performance, and or service conditions as per each respective performance stock unit agreement. At the Company’s discretion, performance stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any performance stock units in cash or in a combination of shares of common stock and cash. 144 Table of Contents During the twelve months ended December 31, 2024, the Company granted 1,602,609 market-based and service-based performance stock units to certain employees, including to its Chief Executive Officer, Chief Strategy Officer, Chief Financial Officer, and Chief Legal Officer. These performance stock units vest approximately three years from grant date and, as set forth in each applicable performance stock unit grant agreement, if the Company’s stock price, on a basis of the highest volume-weighted average stock price of the Company over a 20 consecutive trading day period during a certain measurement period, exceeds the Company’s 20 consecutive trading day volume-weighted average stock price as of a certain date by at least 50 % or at least 100 % (“VWAP Goal”), then the percentage of performance stock units eligible to vest is 100 % or 200 % of the number of performance stock units granted, respectively. Any performance stock units that become eligible to vest as per their respective agreements will vest at the end of their required service period. These performance stock units do not have interpolation conditions on the percentage of units that are eligible to vest. In April 2025, the Company granted 240,698 performance stock units, including to its Chief Financial Officer and Chief Legal Officer, with varying performance-based vest conditions. All but two of these grants had three performance-based vest conditions with 100 % of the units eligible to vest upon the achievement of at least one of three performance targets and 200 % of the units eligible to vest upon the achievement of two out of the three performance targets; the performance targets for such grants were based on the achievement of certain site development, commercialization, and earnings targets during a specified reference period. A grant was also issued to an employee with a performance-based vest condition of sourcing a site with a certain committed utility load; upon satisfaction of the performance-based vest condition, 25 % of the units will vest, and thereafter the remaining performance stock units will vest in equal annual installments for a three-year period. A grant was issued to an employee with a performance-based vest condition of achieving a certain operational milestone for a subsidiary of the Company and certain earnings targets. All of the performance stock units granted had a service condition requiring continuous employment with the Company while the performance-based vest conditions are satisfied. In June 2025, the Company granted 873,362 performance stock units to its Chief Executive Officer and Chief Strategy Officer with an approximately three-year service period and performance-based vest conditions as follows: one third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80 %, 100 %, or 300 % of the units eligible to vest, with linear interpolation between 100 % and 300 % on the operational and earnings-related performance conditions noted below. The three performance conditions are as follows: (1) the Company enters into new agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (2) the Company achieves certain earnings targets, and (3) a subsidiary of the Company achieves certain financing and transactional milestones. In June 2025, 127,890 performance stock units granted in April 2025 to 20 employees, including to the Company’s Chief Financial Officer and Chief Legal Officer, were modified to have the same performance and service-based vest conditions, portion of awarded units eligible to vest, and payout tiers as the performance stock units granted in June 2025 to the Company’s Chief Executive Officer and Chief Strategy Officer. Immediately prior to the modification, the modified performance stock units were not probable of vesting, and accordingly no stock-based compensation expense was recorded. The total incremental compensation cost expected to be recognized under these modified performance stock units, as of the date of the modification, was $ 2.0 million over a weighted-average remaining vesting period of approximately 3.0 years. 145 Table of Contents In November 2025, the Company granted performance stock units with market, performance, and service-based vest conditions to its Chief Executive Officer and Chief Strategy Officer. The vesting of these performance stock units is contingent on market and performance-based vest conditions: (i) 505,789 performance stock units granted to each executive vest in connection with the achievement of market capitalization growth targets of the Company in reference to a certain historical average market capitalization (“Market Cap-Related PSUs”) and (ii) 505,789 performance stock units granted to each executive vest in connection with targets based on the value of the shares of American Bitcoin common stock owned by the Company as of grant date less the value realized by the Company with respect to any such shares that are sold or distributed by the Company (“ABTC-Related PSUs”). In order for the performance stock units to vest, the applicable performance target must be achieved, subject to continued employment through the vesting date. The performance stock units’ performance periods begin twelve or thirteen months after grant date and end four years after grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant performance period. The number of performance stock units eligible to vest depending on the targets achieved, expressed as a percentage of these performance stock units granted, ranges from 100 % (for the minimum targets) to 300 % subject to linear interpolation for both the Market Cap-Related PSUs and ABTC-Related PSUs for performance between the 100 % and 300 % levels. If no targets are achieved, no performance stock units will vest. Once the performance stock units have vested, the shares of the Company’s common stock received must generally be held by the executive for a period of two years following the vesting date. The Company used Monte Carlo simulation models to determine the grant-date fair value for the performance stock units granted during the twelve months ended December 31, 2025 and December 31, 2024 with a market-based vest condition, including the performance stock units with the VWAP Goal and the Market Cap-Related PSUs. The Monte Carlo simulation models take into account the probability that a market condition will be achieved based on predicted stock price paths of the Company in addition to the below assumptions: Twelve Months Ended December 31, 2025 2024 Dividend yield — % — % Expected price volatility 100.6 % 110.0 % – 115.0 % Risk free interest rate 3.62 % 3.74 – 4.84 % Expected term (in years) 1.2 2.9 – 3.0 The Company recognizes stock-based compensation expense associated with performance stock unit awards on a graded basis over the later of the awards’ time-based service condition and, if applicable, market-based derived service period per tranche. Stock-based compensation expense associated with performance stock units with market-based vest conditions is not adjusted in future periods for the success or failure to achieve the specified market conditions, and for awards with performance-based vest conditions, it is only recognized if the performance-based vest conditions are considered probable of being satisfied. The following table presents a summary of the activity of the performance stock units: Weighted average Number of grant-date Aggregate (in USD thousands, except share and per share amounts) units fair value intrinsic value Unvested as of December 31, 2023 — $ — $ — Granted 1,602,609 17.56 Unvested as of December 31, 2024 1,602,609 17.56 65,675 Granted 3,137,216 69.21 Forfeited ( 182,891 ) 16.49 Unvested as of December 31, 2025 4,556,934 $ 53.16 $ 317,062 As of December 31, 2025 and December 31, 2024, unrecognized stock-based compensation expense related to the Company’s performance stock units with market-based vest conditions and performance-based vest conditions considered probable of vesting was $ 181.2 million and $ 21.2 million, respectively, which is expected to be recognized over a remaining weighted-average period of approximately 1.6 years and 2.2 years, respectively. 146 Table of Contents Note 20. Net (loss) income per share of common stock Basic and diluted net (loss) income per share attributable to common stockholders is computed in accordance with Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net (loss) income per share attributable to common stockholders . In addition, as mentioned in Note 18. Equity , a recapitalization of equity structure occurred in a historical period and these Consolidated Financial Statements contain recast stockholders’ equity balances resulting from the retroactive application of recapitalization accounting in accordance with GAAP. As such, the net (loss) income per share of common stock computations below for the historical periods reflects the retroactive application of recapitalization. The following table presents potentially dilutive securities that were not included in the computation of diluted net (loss) income per share of common stock as their inclusion would have been anti-dilutive: Twelve Months Ended Six Months Ended December 31, December 31, 2025 2024 2023 Stock options 2,866,678 — 23,000 Restricted stock units 3,385,210 50,366 454,774 Deferred stock units 73,954 — — Performance stock units 4,556,934 13,112 — Warrants 1,895 1,895 1,895 Convertible note and separated embedded derivative from convertible note 9,715,476 — — Total 20,600,147 65,373 479,669 147 Table of Contents The following is a reconciliation of the denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands, except share and per share amounts) 2025 2024 2023 Numerator: Net (loss) income attributable to Hut 8 Corp. $ ( 226,149 ) $ 331,882 $ 6,208 Less: loss (income) from discontinued operations (net of income tax benefit of nil , $ 2.3 million, and nil , respectively) — 7,044 ( 77 ) Subsidiary Penny Warrant adjustment to net (loss) income from continuing operations attributable to Hut 8 Corp. – basic (1) 712 — — Net (loss) income from continuing operations attributable to Hut 8 Corp. – basic $ ( 225,437 ) $ 338,926 $ 6,131 Effect of dilutive shares on net (loss) income: Effect of convertible note and separated embedded derivative from convertible note, net of tax — 4,711 — Effect of subsidiary warrant liability (ABTC-Gryphon Warrants) on net (loss) income from continuing operations attributable to Hut 8 Corp. – diluted (2) ( 302 ) — — Net (loss) income from continuing operations attributable to Hut 8 Corp. – diluted $ ( 225,739 ) $ 343,637 $ 6,131 (Loss) income from discontinued operations (net of income tax benefit of nil , $ 2.3 million, and nil respectively) attributable to Hut 8 Corp. $ — $ ( 7,044 ) $ 77 Denominator: Weighted average shares of common stock outstanding – basic 105,328,890 91,320,744 51,268,013 Dilutive impact of outstanding equity awards — 5,002,861 4,004,597 Dilutive impact of convertible note — 4,724,134 — Weighted average shares of common stock outstanding – diluted 105,328,890 101,047,739 55,272,610 Net (loss) income per share of common stock: Basic from continuing operations attributable to Hut 8 Corp. (3) $ ( 2.14 ) $ 3.71 $ 0.12 Basic from discontinued operations attributable to Hut 8 Corp. (4) $ — $ ( 0.08 ) $ — Diluted from continuing operations attributable to Hut 8 Corp. (5) $ ( 2.14 ) $ 3.40 $ 0.11 Diluted from discontinued operations attributable to Hut 8 Corp. (6) $ — $ ( 0.07 ) $ — (1) Calculated as the difference between Far North JV’s, a consolidated subsidiary that issued Penny Warrants, net loss attributable to Hut 8 Corp. under ASC 260 inclusive of the impact of the Penny Warrants less Far North JV’s net loss attributable to Hut 8 Corp. (2) Calculated as the net adjustment from (i) subsidiary warrant liability fair value remeasurement from ABTC-Gryphon Warrants, net of tax and (ii) the adjustment of subsidiary ABTC-Gryphon Warrants to net (loss) income from continuing operations attributable to Hut 8 Corp. – diluted (3) Calculated as net (loss) income from continuing operations attributable to Hut 8 Corp. – basic, divided by weighted average shares of common stock outstanding – basic (4) Calculated as (loss) income from discontinued operations attributable to Hut 8 Corp. divided by weighted average shares of common stock outstanding – basic (5) Calculated as net (loss) income from continuing operations attributable to Hut 8 Corp. – diluted, divided by weighted average shares of common stock outstanding – diluted (6) Calculated as (loss) income from discontinued operations attributable to Hut 8 Corp. divided by weighted average shares of common stock outstanding – diluted Note 21. Income taxes For financial reporting purposes, (loss) income before income taxes includes the following components: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 United States $ ( 195,445 ) $ ( 26,630 ) $ ( 26,024 ) Foreign ( 104,389 ) 469,176 31,811 Total $ ( 299,834 ) $ 442,546 $ 5,787 148 Table of Contents The components of the benefit (provision) for income taxes consists of: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Current U.S. Federal $ ( 2,208 ) $ ( 1,134 ) $ ( 424 ) U.S. State ( 910 ) ( 126 ) — Foreign 306 ( 439 ) — Total current ( 2,812 ) ( 1,699 ) ( 424 ) Deferred U.S. Federal $ 41,686 $ ( 95,436 ) $ 845 U.S. State 475 ( 475 ) — Foreign 12,487 ( 15,847 ) — Total deferred 54,648 ( 111,758 ) 845 Discontinued operations U.S. Federal $ — $ — $ — U.S. State — — — Foreign — 2,320 — Total discontinued operations — 2,320 — Total income tax benefit (provision) $ 51,836 $ ( 111,137 ) $ 421 Upon adoption of ASU 2023-09, as described in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, the reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the twelve months ended December 31, 2025 was as follows: Twelve Months Ended December 31, (in USD thousands, and in percentages) 2025 U.S. Federal Statutory Rate $ 62,965 21.0 % State and Local Income Taxes, Net of Federal Income Tax Benefit (1) ( 255 ) ( 0.1 ) % Foreign Tax Effects Canada Federal statutory tax rate difference between Canada and United States ( 6,263 ) ( 2.1 ) % Non-taxable (non-deductible) portion of gains (losses) on digital assets ( 9,240 ) ( 3.1 ) % Changes in Valuation Allowances ( 5,523 ) ( 1.8 ) % Nontaxable item 3,398 1.1 % Provincial taxes 8,410 2.8 % Prior period adjustments ( 1,485 ) ( 0.5 ) % Other 1,574 0.5 % Effect of Cross-Border Tax Laws Subpart F Income Inclusion 13,724 4.6 % Changes in Valuation Allowances ( 8,301 ) ( 2.8 ) % Nontaxable or Nondeductible Items Nondeductible executive compensation ( 10,230 ) ( 3.4 ) % Non-cash asset contribution expense ( 4,781 ) ( 1.6 ) % Stock based compensation 3,352 1.1 % Other ( 1,620 ) ( 0.5 ) % Outside basis in investments 5,620 1.9 % Prior period adjustments 491 0.2 % Effective tax rate $ 51,836 17.3 % (1) State taxes in Florida and Texas for 2025 made up the majority (greater than 50% ) of the tax effect in this category. 149 Table of Contents The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the twelve and six months ended December 31, 2024 and December 31, 2023, respectively, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands, and in percentages) 2024 2023 Tax benefit (provision) computed at the federal statutory rate $ ( 96,216 ) 21.0 % $ ( 1,215 ) 21.0 % State taxes, net of federal tax benefit ( 596 ) 0.1 % — — % Permanent differences 26 ( 0.0 ) % ( 950 ) 16.4 % Stock based compensation 681 ( 0.1 ) % ( 547 ) 9.5 % Non-taxable portion of gains on digital assets 64,931 ( 14.2 ) % 4,179 ( 72.2 ) % Foreign earnings taxed at a higher rate ( 16,145 ) 3.5 % ( 1,431 ) 24.7 % Return to provision adjustments 1,043 ( 0.2 ) % — — % Subpart F Income ( 121,099 ) 26.4 % — — % Change in valuation allowance 56,380 ( 12.3 ) % 385 ( 6.7 ) % Change in enacted tax rates ( 132 ) 0.0 % — — % Other items ( 10 ) 0.0 % — — % Effective tax rate $ ( 111,137 ) 24.3 % $ 421 ( 7.3 ) % 150 Table of Contents The following table summarizes the components of deferred tax assets and deferred tax liabilities: December 31, (in thousands) 2025 2024 Deferred tax assets Finance and operating lease obligation $ 50,008 $ 11,521 Capital loan 2,726 555 Operating tax losses carried forward 132,352 44,446 Share issuance costs — 1,197 Prepaid expense — 1,294 Capital tax losses carried forward 8,429 6,713 Interest Carryforwards 22,012 14,413 Stock based compensation 5,070 3,915 Accrued expenses 3,890 3,343 Intangible assets, net 2,616 — Goodwill — 2,105 Property and equipment, net 36,812 34,999 Digital assets 26,430 — Outside basis in investments 826 — Total deferred tax assets $ 291,171 $ 124,501 Deferred tax liabilities Property and equipment, net ( 102,976 ) ( 15,397 ) Operating lease right-of-use asset ( 44,397 ) ( 11,270 ) Intangible assets, net — ( 875 ) Equity in earnings of unconsolidated joint venture ( 244 ) ( 4,012 ) Digital assets ( 58,153 ) ( 73,695 ) Deferred Subpart F Income ( 102,086 ) ( 115,912 ) Revaluation of Call Options ( 7,442 ) ( 699 ) Revaluation of derivative asset ( 7,718 ) — Outside basis in investments ( 73,605 ) — Other ( 101 ) — Total deferred tax liabilities $ ( 396,722 ) $ ( 221,860 ) Valuation allowance ( 24,303 ) ( 13,755 ) Total net deferred tax liability $ ( 129,854 ) $ ( 111,114 ) 151 Table of Contents Upon adoption of ASU 2023-09, as described in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, cash paid for income taxes, net of refunds, during the twelve months ended December 31, 2025 was as follows: Twelve Months Ended December 31, 2025 (in USD thousands) U.S. Federal $ 500 U.S. State: Florida ( 82 ) New York 660 Texas 94 Other (1) 16 Total U.S. State 688 Foreign — Cash paid for income taxes (net of refunds) $ 1,188 (1) The amount of income taxes paid during the year does not meet the 5 % disaggregation threshold and is included in Other . The Company intends to reinvest its foreign earnings in the jurisdictions in which they were earned and as such, has not provided for any additional taxes on approximately $ 5.5 million of unremitted earnings. The Company believes the unrecognized deferred tax liability related to these earnings is approximately $ 0.3 million. The Company does not have any unrecognized tax benefits. There are no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s Consolidated Financial Statements for the twelve months ended December 31, 2025 and 2024, and the six months ended December 31, 2023. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates on a calendar year basis. As of December 31, 2025, the Company had U.S. Federal net operating loss (“NOLs”) carryforwards of $ 523.6 million. These NOLs are carried over indefinitely but utilization is subject to an 80 % taxable income limitation. As of December 31, 2025, the Company had U.S. Federal capital loss carryforwards of $ 29.1 million. These capital losses begin to expire in tax year 2027. The Company had post apportioned state NOL carryforwards of $ 71.4 million as of December 31, 2025, which will start to expire in 2040. The Company had foreign non-capital losses of $ 80.5 million that expire between 2033 and 2045. As of December 31, 2025, the Company had interest expense carryforward for U.S. income tax purposes of $ 70.2 million. The entire amount has an indefinite carryforward period. These carryforwards are available, subject to certain limitations, to offset future taxable income. Valuation allowances are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Based on the historical earnings of the Company’s operations, management believes it is more likely than not that some of the operations will not generate sufficient earnings to utilize these net operating losses and federal capital losses. As of December 31, 2025 and 2024, the Company has recorded valuation allowances of $ 24.3 million and $ 13.8 million, respectively. The net increase of $ 10.5 million is primarily attributable to valuation allowances recorded in American Bitcoin due to current year operating losses and lack of other sources of taxable income, and Far North JV divestiture from the Canada operations. In the normal course of business, the Company is subject to examination by federal, state, and provincial jurisdictions, where applicable. As of December 31, 2025, tax years 2020 and beyond were subject to examination by the Internal Revenue Service, various state jurisdictions in which the Company is subject to tax, and the Canadian Revenue Agency. As of December 31, 2025, there were no U.S. federal or state, or Canadian federal or provincial, income tax audits in progress for the Company. 152 Table of Contents Note 22. Concentrations The Company has only mined Bitcoin during the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023. Therefore, 100 % of the Company’s digital asset mining revenue within its Compute segment is related to one digital asset. The Company used two mining pool operators during the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023. Note 23. Related party transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions. The Company provides services to TZRC, an equity method investment entity (refer to Note 11. Investment in unconsolidated joint venture for additional information on the equity method investment entity), in exchange for fees under a PMA. The Company also has a SAFE agreement with a related party as described in Note 15. Loans, notes payable, and other financial liabilities . On December 30, 2025, pursuant to the Investor Rights Agreement, dated May 9, 2025, by and among American Bitcoin Corp., American Bitcoin Operating LLC and the stockholders of American Bitcoin party thereto (including the Company’s subsidiary that holds its interest in American Bitcoin), the boards of directors of each of the Company and American Bitcoin consented to the purchase of 23,199,205 shares of Class B common stock of American Bitcoin by a limited liability company (the “LLC Purchaser”) for a purchase price of $ 1.40 per share. Asher Genoot, Chief Executive Officer and director of the Company and Executive Chairman of American Bitcoin, and Michael Ho, Chief Strategy Officer and director of the Company and Chief Executive Officer and director of American Bitcoin, solely manage and control the LLC Purchaser and have an indirect financial interest therein in the form of a profit share interest in one if its members. Note 24. Commitments and contingencies Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement The Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement include the following financial commitments: Bitcoin redemption options , recognized as derivative assets under ASC 815, measured at fair value at each reporting period, Miner purchase liability representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of Digital assets – pledged for miner purchase if the redemption right is not exercised. See Note 8. Digital assets for further information on the Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement. 153 Table of Contents Legal and regulatory matters The Company and its subsidiaries are subject at times to various claims, lawsuits, and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits, and proceedings. Some of these claims, lawsuits, and proceedings seek damages, including consequential, exemplary, or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits, and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance or elects not to purchase such insurance, the Company may establish an accrual for such loss, retention, or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits, and proceedings to which the Company is subject to either individually or in the aggregate. Securities Litigation In February and March 2024, two purported securities class actions were filed in the U.S. District Court for the Southern District of New York against the Company and certain of its current and former officers. The two class actions were consolidated into In re Hut 8 Corp. Securities Litigation , Case No. 24-cv-00904 (VM), and a lead plaintiff was appointed on April 19, 2024. The lead plaintiff filed a consolidated amended complaint on June 14, 2024. The consolidated amended complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. On December 2, 2024, the defendants filed a motion to dismiss the consolidated amended complaint. On January 16, 2025, the lead plaintiff opposed the motion. On February 18, 2025, the defendants filed a reply in further support of the motion to dismiss. On September 12, 2025, the U.S. District Court for the Southern District of New York issued a decision, dismissing all fraud-based Exchange Act claims and most Securities Act claims, leaving two Section 11 and Section 15 claims tied to King Mountain disclosures. On October 24, 2025, the defendants answered the surviving allegations in the amended complaint and amended their answer on November 14, 2025. On February 4, 2026, at the parties’ request, the court stayed all proceedings through April 15, 2026. Since the filing of the securities class actions, shareholder derivative suits were filed against the Company, its directors and certain of its current and former officers in the U.S. District Courts for the Southern District of New York, the District of Delaware, the Southern District of Florida, and the Delaware Court of Chancery alleging derivative claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the Exchange Act, including Section 10(b). All derivative actions in the Southern District of New York were voluntarily dismissed or transferred to the District of Delaware. All derivative actions in the District of Delaware were voluntarily dismissed or dismissed by the court without prejudice. The Southern District of Florida consolidated and stayed three of the proceedings before it, pending the outcome of the motion to dismiss in the securities class action in the Southern District of New York and administratively closed the case. On October 14, 2025, the Southern District of Florida granted the parties’ joint request to continue the stay of the consolidated action pending the resolution of a motion for summary judgment in In re Hut 8 Corp. Securities Litigation . The complaints in the remaining Southern District of Florida and the Delaware Court of Chancery actions have not yet been served on the Company. 154 Table of Contents On December 1, 2025, a purported former shareholder filed a putative class action against Hut 8 and certain of its current and former officers in the Ontario Superior Court of Justice in Canada. The statement of claim alleges that Hut 8 made misrepresentations in connection with the November 2023 business combination of Hut 8 Mining Corp. and USBTC and asserts two causes of action under the common law and the Ontario Securities Act. The Company disputes the claims in these cases and intends to vigorously defend against them. Based on the preliminary nature of these proceedings, the outcome of these matters remains uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. On December 30, 2025, a stockholder filed a complaint under 8 Del. C. § 220 in the Delaware Court of Chancery seeking an order compelling the Company to produce certain books and records. On January 14, 2026, a separate stockholder filed a similar complaint. The Company produced books and records to both stockholders, subject to confidentiality agreements. The parties in the first action submitted a stipulation and proposed order to stay the case. The complaint in the second action has not been served on the Company. The Company believes it has complied with its obligations under Section 220 to provide the stockholders with copies of books and records, however, based on the preliminary nature of these proceedings, the outcome of these matters remains uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. Note 25. Subsequent events The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Consolidated Financial Statements were available to be issued. Except as described above, the Company has concluded no other subsequent events have occurred that requires disclosure. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Management has assessed the effectiveness of the Company’s internal control over financial reporting for the year ended December 31, 2025, based on the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 155 Table of Contents Under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Management reviewed the results of its assessment with our Audit Committee. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report. Remediation of Previously Reported Material Weaknesses As previously reported in our Annual Report on Form 10-K for fiscal year ended December 31, 2024, we identified material weaknesses in internal control over financial reporting. The material weaknesses were related to (i) inadequate review of the calculation of the deferred tax provision for Bitcoin held in an international jurisdiction and (ii) inadequate review of a complex accounting transaction related to our Bitmain miner purchase agreement. While these material weaknesses did not result in a material misstatement of our financial statements, there was a reasonable possibility that these material weaknesses could have resulted in a material misstatement in our annual or interim consolidated financial statements that would not be detected. With respect to the material weaknesses above, management, under the oversight of the Audit Committee, completed the remediation activities over the twelve months ended December 31, 2025, which included (i) replacing our third-party advisor who prepared and supported our review of the deferred taxes calculation with an advisor who has additional expertise in calculating deferred income taxes in the international jurisdictions in which we operate, (ii) replacing our third-party advisor who supported our review of the Bitmain miner purchase agreement with an advisor who has additional expertise in Bitcoin-related transactions, and (iii) designing and implementing enhanced controls related to the review of certain of our third-party advisors’ evaluation of tax provision and certain complex accounting transactions. During the twelve months ended December 31, 2025, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined the material weaknesses have been remediated as of December 31, 2025. Changes in Internal Control Over Financial Reporting Except for the material weaknesses remedial measures described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Internal Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Item 9B. Other Information During the three months ended December 31, 2025, none of our directors or officers adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 156 Table of Contents PART III Item 10. Directors, Executive, Officers and Corporate Governance Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The full text of our code of business conduct and ethics is available on the governance page within the investors section of our website at www.hut8.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of business conduct and ethics by posting such information on the website address and location specified above. We also have insider trading policies and procedures that govern the purchase, sale, and other dispositions of our securities by directors, officers, and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.1. The remaining information required by this item will be included in our Proxy Statement for our Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated by reference. Item 11. Executive Compensation The information required by this item will be included in our Proxy Statement for our Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in our Proxy Statement for our Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in our Proxy Statement for our Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated by reference. Item 14. Principal Accountant Fees and Services The information required by this item will be included in our Proxy Statement for our Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, and is incorporated by reference. 157 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: (1) Consolidated Financial Statements: Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report. (2) Financial Statement Schedules: Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein. (3) Exhibits: The documents listed in the following Exhibit Index of this Annual Report are incorporated by reference or are filed with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). Exhibit Incorporated by Reference Number Description Form Exhibit Filing Date 2.1†# Business Combination Agreement, dated as of February 6, 2023, by and among New Hut, USBTC and Hut 8. S-4 2.1 11/07/2023 3.1 Amended and Restated Certificate of Incorporation of Hut 8 Corp. 8-K 3.1 12/01/2023 3.2 Amended and Restated Bylaws of Hut 8 Corp. 8-K 3.2 12/01/2023 4.1 Description of Securities . 10-KT 4.1 03/28/2024 10.1 Form of Indemnification Agreement of Hut 8 Corp. S-4 10.1 11/07/2023 10.2* Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan. S-8 4.3 06/18/2025 10.3* Hut 8 Corp. Rollover Option Plan. 10-Q 10.3 12/19/2023 10.4* Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan. 10-Q 10.4 12/19/2023 10.5* Employment Agreement, dated November 30, 2023, by and among Asher Genoot, Hut 8 Corp. and Hut 8 Mining Corp. 10-Q 10.6 12/19/2023 10.6* Employment Agreement, dated November 30, 2023, by and among Michael Ho, Hut 8 Corp. and Hut 8 Mining Corp. 10-Q 10.7 12/19/2023 10.7#* Employment Agreement, dated as of July 25, 2024, by and between Sean Glennan and Hut 8 Corp. 10-Q 10.2 11/13/2024 10.8#* Employment Agreement, dated as of May 1, 2024, by and between Victor Semah and Hut 8 Corp . 10-Q 10.3 08/13/2024 10.9† Secured Promissory Note between Compute North Member LLC and TZ Capital Holdings, LLC, dated April 8, 2022. S-4 10.6 11/07/2023 10.10† First Amendment to the Secured Promissory Note between Compute North Member LLC and TZ Capital Holdings, LLC, dated July 26, 2022. S-4 10.7 11/07/2023 10.11† Second Amendment to the Secured Promissory Note between Compute North Member LLC, TZ Capital Holdings, LLC and US Data King Mountain LLC, dated December 6, 2022. S-4 10.8 11/07/2023 10.12†# Limited Liability Company Agreement of TZRC LLC, as amended. S-4 10.18 11/07/2023 10.13 Convertible Note Purchase Agreement, dated June 21, 2024, by and between Hut 8 Corp., Coatue Tactical Solutions Lending Holdings AIV 3 LP, and Hut 8 Mining Corp. 8-K 10.1 06/24/2024 10.14# Registration Rights Agreement, dated December 4, 2024, between Hut 8 Corp. and Coatue Tactical Solutions Lending Holdings AIV 3 LP . 8-K 1.2 12/04/2024 158 Table of Contents 10.15# Controlled Equity Offering SM Sales Agreement, dated December 4, 2024, among the Company and Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. 8-K 1.1 12/04/2024 10.16# Fourth Amended and Restated Credit Agreement, dated as of December 22, 2025, between Hut 8 Mining Corp. and Coinbase Credit, Inc. 8-K 10.1 12/31/2025 10.17# Credit Agreement, dated as of August 25, 2025, between Hut 8 MB One LLC, Hut 8 Mining Holding Corp. and Two Prime Lending Limited. 8-K 10.1 08/29/2025 19.1 Insider Trading Policy. 21.1 List of Subsidiaries. 23.1 Consent of KPMG LLP. 23.2 Consent of Raymond Chabot Grant Thornton LLP. 31.1 Certification of Principal Executive Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy. 10-KT 97.1 03/28/2024 101 Inline Interactive Data File. 104 Cover Page Interactive Data File. † Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. Hut 8 hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request. # Pursuant to Item 601(b)(2) or Item 601(b)(10), as applicable, of Regulation S-K, certain portions of this exhibit were redacted. Hut 8 hereby agrees to furnish a copy of any redacted information to the SEC upon request . * Management contract or compensation plan or arrangement. ** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of the Annual Report), irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary None. 159 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 25, 2026 HUT 8 CORP. By: /s/ Sean Glennan Sean Glennan Principal Financial Officer and Authorized Signatory Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as indicated, as of February 25, 2026. Signature Title /s/ Asher Genoot Chief Executive Officer and Director (Principal Executive Officer) Asher Genoot /s/ Sean Glennan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Sean Glennan /s/ Michael Ho Chief Strategy Officer and Director Michael Ho /s/ William Tai Chairperson William Tai /s/ Joseph Flinn Director Joseph Flinn /s/ E. Stanley O’Neal Director E. Stanley O’Neal /s/ Carl J. (Rick) Rickertsen Director Carl J. (Rick) Rickertsen /s/ Mayo A. Shattuck III Director Mayo A. Shattuck III /s/ Amy Wilkinson Director Amy Wilkinson 160