10-Q – 2025-11-04 – hut-20250930x10q.htm

Note 15. Stock-based compensation
In connection with the Business Combination, the Company adopted the Hut 8 Corp. 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”), and 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. 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.
As of September 30, 2025, only 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 three and nine months ended September 30, 2025 and September 30, 2024 is included in general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Nine Months Ended

​
​
September 30,
​
September 30,

(in USD thousands)
    
2025
    
2024
    
2025
    
2024

Stock options
​
$
2,305
​
$
1,043
​
$
5,548
​
$
2,668

Restricted stock units
​
​
1,253
​
​
1,632
​
​
4,618
​
​
9,201

Performance stock units
​
​
2,760
​
​
2,282
​
​
7,585
​
​
4,572

Stock-based compensation capitalized in property and equipment, net
​
​
378
​
​
—
​
​
378
​
​
—

Total stock-based compensation
​
$
6,696
​
$
4,957
​
$
18,129
​
$
16,441

​
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.
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.

40

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

The market-based vest conditions of the stock options granted in March 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 below assumptions:
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​

​

​

​

​
​
Nine Months Ended
​

​
​
September 30,
​

​
    
2025
  

Dividend yield
​
—
%

Expected price volatility
​
120.00
%

Risk-free interest rate
​
4.05
%

Expected term (in years)
​
6.0
​

​
As of September 30, 2025 there were 385,316 unvested service-based options and 666,667 unvested service and market-based options.
A summary of stock options for the nine months ended September 30, 2025 and September 30, 2024 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 December 31, 2024
​
2,961,929
​
$
0.53
​
$
59,120
​
7.7

Granted
​
1,000,000
​
​
15.00
​
​
​
​
​

Exercised
​
( 560,089 )
​
​
0.39
​
​
9,668
​
​

Forfeited, canceled, or expired
​
( 252,138 )
​
​
0.39
​
​
​
​
​

Outstanding as of September 30, 2025
​
3,149,702
​
$
5.16
​
$
93,388
​
6.5

Vested and exercisable as of September 30, 2025
​
2,097,719
​
$
2.91
​
$
66,919
​
6.7

​
​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
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 December 31, 2023
​
4,513,375
​
$
0.48
​
$
58,150
​
8.8

Granted
​
—
​
​
—
​
​
​
​
​

Exercised
​
( 1,235,239 )
​
​
0.39
​
​
11,155
​
​

Forfeited or canceled
​
( 70,828 )
​
​
0.39
​
​
​
​
​

Outstanding as of September 30, 2024
​
3,207,308
​
$
0.52
​
$
37,798
​
7.9

Vested and exercisable as of September 30, 2024
​
2,195,310
​
$
0.58
​
$
25,785
​
7.9

​

41

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

The Company had approximately $ 0.2 million and $ 3.9 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 1.0 years and 1.0 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of September 30, 2025. The Company had approximately $ 0.9 million of total unrecognized compensation expense related to stock options granted under the Hut 8 Corp. Rollover Option Plan as of September 30, 2024, which was expected to be recognized over a weighted-average remaining vesting period of approximately 1.3 years.
The grant-date fair value of stock options granted during the nine months ended September 30, 2025 was $ 9.44 per share. No stock options were granted during the nine months ended September 30, 2024.
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, at the end of a three-year period, or fully vest by a certain date for non-employee directors (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).
The following table presents a summary of the activity of the service-based restricted stock units:
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​

​

​

​

​

​

​

​

​

​
​
​
​
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, 2024
​
1,141,453
​
$
10.62
​
$
23,388

Granted
​
839,885
​
​
15.94
​
​
​

Vested
​
( 432,869 )
​
​
10.42
​
​
7,158

Forfeited
​
( 417,483 )
​
​
16.61
​
​
​

Unvested as of September 30, 2025
​
1,130,986
​
$
12.43
​
​
39,370

​
​

​

​

​

​

​

​

​

​

​
​
​
​
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
​
1,554,347
​
$
10.36
​
$
20,735

Granted
​
871,002
​
​
9.19
​
​
​

Vested
​
( 987,504 )
​
​
9.67
​
​
9,243

Forfeited
​
( 140,130 )
​
​
10.66
​
​
​

Unvested as of September 30, 2024
​
1,297,715
​
$
10.07
​
$
15,910

​

42

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

The Company had approximately $ 7.9 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 September 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 years. The Company had approximately $ 7.2 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 September 30, 2024, which was expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years.
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 are 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:
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​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

(in USD thousands, except share and per share amounts)
    
units
    
fair value
    
intrinsic value

Vested and outstanding as of December 31, 2024
​
73,954
​
$
9.72
​
$
1,515

Vested and outstanding as of September 30, 2025
​
73,954
​
$
9.72
​
$
2,574

​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

(in USD thousands, except share and per share amounts)
    
units
    
fair value
    
intrinsic value

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 September 30, 2024
​
73,954
​
$
9.72
​
$
907

​
There was no remaining unrecognized compensation expense related to deferred stock units as of September 30, 2025 and September 30, 2024.
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. During the nine months ended September 30, 2025, the Company granted 1,114,060 performance stock units with performance-based vest conditions to certain employees, including to its Chief Executive Officer, Chief Strategy Officer, Chief Financial Officer, and Chief Legal Officer. During the nine months ended September 30, 2024, the Company granted 1,589,497 market-based performance stock units to certain employees, including to its Chief Executive Officer, Chief Strategy Officer, Chief Legal Officer and Chief Financial Officer.

43

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

The performance stock units granted during 2024 have market-based and service-based vest conditions. 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.
The VWAP Goal is considered a “market condition” under ASC 718, and as such, the Company used a Monte Carlo simulation model to determine the grant-date fair value of performance stock units 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 below assumptions for the performance stock units granted during the nine months ended September 30, 2024:
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​

​

​

​

​
​
Nine Months Ended
​

​
​
September 30,
​

​
​
2024
​

Dividend yield
​
—
%

Expected price volatility
​
113.8 % – 115.0
%

Risk-free interest rate
​
3.74 – 4.84
%

Expected term (in years)
​
2.9 – 3.0
​

​
The performance stock units granted during the nine months ended September 30, 2025 include performance-based and service-based vest conditions. 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, 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.
​

44

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

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, 2024
​
1,602,609
​
$
17.56
​
$
65,675

Granted
​
1,114,060
​
​
17.69
​
​
​

Forfeited
​
( 181,331 )
​
​
16.48
​
​
​

Unvested as of September 30, 2025
​
2,535,338
​
$
17.70
​
$
136,358

​
​

​

​

​

​

​

​

​

​

​
​
​
​
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
​
1,589,497
​
​
17.32
​
​
​

Unvested as of September 30, 2024
​
1,589,497
​
$
17.32
​
$
38,974

​
As of September 30, 2025, unrecognized stock-based compensation expense related to the Company’s performance stock units was $ 29.4 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.8 years. As of September 30, 2024, unrecognized stock-based compensation expense related to the Company’s performance stock units was $ 23.0 million, which was expected to be recognized over a remaining weighted-average period of approximately 2.5 years.
Subsequent awards
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.
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. 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 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.
In November 2025, the Company granted 31,856 restricted stock units with service-based vest conditions.

45

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

Note 16. Net income (loss) per share of common stock
Basic and diluted net income (loss) 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 income (loss) per share attributable to common stockholders .
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 and or their issuance upon satisfying a contingency, if applicable, was not satisfied or deemed satisfied as of period end:
​
​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Nine Months Ended

​
​
September 30,
​
September 30,

​
    
2025
    
2024
    
2025
    
2024

Stock options
​
—
​
23,000
​
—
​
23,000

Restricted stock units
​
—
​
—
​
—
​
—

Deferred stock units
​
—
​
—
​
—
​
—

Performance stock units (1)
​
416,094
​
—
​
416,094
​
—

Warrants
​
1,895
​
1,895
​
1,895
​
1,895

Convertible note and separated embedded derivative from convertible note
​
—
​
9,338,213
​
9,715,476
​
—

Total
​
417,989
​
9,363,108
​
10,133,465
​
24,895

(1) 416,094 performance stock units with performance-based vest conditions that were outstanding during the three and nine months ended September 30, 2025 were not included in the computation of diluted net income (loss) per share of common stock given their performance-based vest conditions were not met if the reporting period end was deemed the end of the awards’ vest period for ASC 260 purposes.
​

46

Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

The following is a reconciliation of the numerator and denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Nine Months Ended

​
​
September 30,
​
September 30,

(in USD thousands, except share and per share amounts)
    
2025
    
2024
    
2025
    
2024

Numerator:
​
​
​
​
​
​
​
​
​
​
​
​

Net income attributable to Hut 8 Corp.
​
$
50,109
​
$
647
​
$
53,532
​
$
179,657

Less: loss from discontinued operations (net of income tax benefit of nil , nil , nil , and nil , respectively)
​
​
—
​
​
—
​
​
—
​
​
9,364

Subsidiary Penny Warrant adjustment to net income from continuing operations attributable to Hut 8 Corp. – basic (1)
​
​
234
​
​
—
​
​
519
​
​
—

Net income from continuing operations attributable to Hut 8 Corp. – basic
​
$
50,343
​
$
647
​
$
54,051
​
$
189,021

Effect of dilutive shares on net income:
​
​
​
​
​
​
​
​
​
​
​
​

Effect of convertible note and separated embedded derivative from convertible note, net of tax
​
​
2,433
​
​
—
​
​
—
​
​
2,336

Effect of subsidiary warrant liability (ABTC-Gryphon Warrants) on net income from continuing operations attributable to Hut 8 Corp. – diluted (2)
​
​
( 19 )
​
​
—
​
​
( 19 )
​
​
—

Net income from continuing operations attributable to Hut 8 Corp. – diluted
​
$
52,757
​
$
647
​
$
54,032
​
$
191,357

Loss from discontinued operations (net of income tax benefit of nil , nil , nil and nil , respectively) attributable to Hut 8 Corp.
​
$
—
​
$
—
​
$
—
​
$
( 9,364 )

​
​
​
​
​
​
​
​
​
​
​
​
​

Denominator:
​
​
​
​
​
​
​
​
​
​
​
​

Weighted average shares of common stock outstanding – basic
​
​
105,565,856
​
​
91,182,107
​
​
104,232,145
​
​
90,178,607

Dilutive impact of outstanding equity awards
​
​
6,480,464
​
​
5,225,271
​
​
5,841,001
​
​
4,630,570

Dilutive impact of convertible note
​
​
9,715,476
​
​
—
​
​
—
​
​
3,174,882

Weighted average shares of common stock outstanding – diluted
​
​
121,761,796
​
​
96,407,378
​
​
110,073,146
​
​
97,984,059

Net income (loss) per share of common stock:
​
​
​
​
​
​
​
​
​
​
​
​

Basic from continuing operations attributable to Hut 8 Corp. (3)
​
$
0.48
​
$
0.01
​
$
0.52
​
$
2.10

Basic from discontinued operations attributable to Hut 8 Corp. (4)
​
$
—
​
$
—
​
$
—
​
$
( 0.10 )

Diluted from continuing operations attributable to Hut 8 Corp. (5)
​
$
0.43
​
$
0.01
​
$
0.49
​
$
1.95

Diluted from discontinued operations attributable to Hut 8 Corp. (6)
​
$
—
​
$
—
​
$
—
​
$
( 0.10 )

(1) Calculated as the difference between Far North Power Corp.’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 Power Corp.’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 income from continuing operations attributable to Hut 8 Corp. – diluted
(3) Calculated as net income from continuing operations attributable to Hut 8 Corp. – basic, divided by weighted average shares of common stock outstanding – basic
(4) Calculated as loss from discontinued operations attributable to Hut 8 Corp. divided by weighted average shares of common stock outstanding – basic
(5) Calculated as net income from continuing operations attributable to Hut 8 Corp. – diluted, divided by weighted average shares of common stock outstanding – diluted
(6) Calculated as loss from discontinued operations attributable to Hut 8 Corp. divided by weighted average shares of common stock outstanding – diluted
​
​
Note 17. Income taxes
​
In general, the Company determines its quarterly provision for income taxes by applying an estimated annual effective tax rate, which is based on expected annual income or loss and statutory tax rates in the various jurisdictions in which the Company operates. Certain discrete items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. The Company’s effective tax rate may change based on recurring and non-recurring factors, including the geographical mix of earnings or losses, enacted tax legislation, and state and local income taxes. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter.

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Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended September 30, 2025, the Company’s income tax expense and effective tax rate were $ 19.0 million and 27.3 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to the Company’s non-taxable portion of gains on digital assets, and Subpart F income (i.e., foreign income earned by a controlled foreign corporation that will be taxed to the US taxpayer, regardless of any distribution), and American Bitcoin non-deductible asset contribution costs and outside basis difference in initial contribution. For the three months ended September 30, 2024, the Company’s income tax expense and effective tax rate were $ 0.5 million and 33.3 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to the Company’s non-taxable portion of gains on digital assets.
For the nine months ended September 30, 2025, the Company’s income tax expense and effective tax rate were $ 26.4 million and 32.9 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to the Company’s non-taxable portion of gains on digital assets, Subpart F income, and American Bitcoin non-deductible asset contribution costs and outside basis difference in initial contribution. For the nine months ended September 30, 2024, the Company’s income tax expense and effective tax rate were $ 3.0 million and 1.6 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to the Company’s non-taxable portion of gains on digital assets.
The Company is subject to U.S. federal income taxes as well as income taxes in various state jurisdictions and in Canada. The Company’s tax returns for tax years beginning 2021 remain subject to potential examination by the taxing authorities.
​
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The legislation introduced a wide array of changes to the U.S. corporate tax system, including extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 (both domestic and international). Key provisions include changes to bonus depreciation for certain assets placed in service after January 19, 2025, and interest expense limitations under Internal Revenue Code Section 163(j). The Company incorporated the provision changes around bonus depreciation and Section 163(j) in its accounting for income taxes as of September 30, 2025, and will continue to further evaluate the overall impact of OBBBA on its financial position.
​
​
Note 18. Concentrations
The Company has only mined Bitcoin during the three and nine months ended September 30, 2025 and September 30, 2024. 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 three and nine months ended September 30, 2025 and September 30, 2024.
Note 19. 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 10. 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 11. Loans, notes payable, and other financial liabilities .
Note 20. Commitments and contingencies
Bitmain Purchase Agreement
The Bitmain Purchase Agreement includes the following financial commitments: a Bitcoin redemption option , recognized as a derivative asset under ASC 815, measured at fair value at each reporting period, a 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 7. Digital assets for further information on the Bitmain Purchase Agreement.

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Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

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 number 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 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. The Company filed its answer on October 24, 2025.
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, and the Southern District of Florida 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 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 that action pending the resolution of the motion for summary judgment in In re Hut 8 Corp. Securities Litigation .
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.
​

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Table of Contents
Hut 8 Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

Note 21. 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.
​
​
​

50

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
​
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report and with our audited consolidated financial statements included in our Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and in our Annual Report, particularly under “Item 1A. Risk Factors.” See also “Cautionary Statement Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Business Overview
Hut 8 is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. As of September 30, 2025, our platform spanned 1,020 megawatts of energy capacity under management across 15 sites in the United States and Canada: five Bitcoin mining, hosting, and managed Services sites in Alberta, New York, and Texas, five high performance computing data centers in British Columbia and Ontario, four power generation assets in Ontario, and one non-operational site in Alberta; 1,530 megawatts of energy under development across four sites in Louisiana, Texas, and Illinois; 1,255 megawatts of energy capacity under exclusivity; and 5,865 megawatts of energy capacity under diligence.
​
​
Q3 2025 Highlights
● American Bitcoin Go-Public Transaction. On September 3, 2025, American Bitcoin began its trading on the Nasdaq Stock Market (“Nasdaq”) following the completion of its merger with Gryphon Digital Mining, Inc. (“Gryphon”) in which Gryphon acquired American Bitcoin in a stock-for-stock merger transaction (the “ABTC Merger”). At the closing of the ABTC Merger, the issued and outstanding capital stock of American Bitcoin was canceled and converted into newly issued stock representing, in the aggregate, approximately 98% of the issued and outstanding stock of Gryphon. Upon the completion of the ABTC Merger, Gryphon was renamed “American Bitcoin Corp.” and began trading on Nasdaq under the ticker symbol “ABTC.” Immediately following the completion of the ABTC Merger transaction, we beneficially owned a majority of the issued and outstanding capital stock of the combined company. Following the ABTC Merger, we have continued to serve as American Bitcoin’s exclusive infrastructure and operations partner through a series of long-term commercial agreements that generate stable, contracted revenue streams in our Power and Digital Infrastructure segments.
● Two Prime Loan. On August 25, 2025, we entered into a credit agreement with Two Prime Lending Limited (the “Two Prime Credit Agreement”). The Two Prime Credit Agreement provides for a revolving credit facility of up to $200 million. Amounts borrowed under the Two Prime Credit Agreement bear interest at a fixed rate equal to 7.99% per annum. The facility matures 364 days after the date of the first borrowing (the “Maturity Date”). We may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the Maturity Date. On or prior to a drawdown, we are required to pledge, as collateral, Bitcoin with a custodian, to be held in a segregated custody account under our ownership, such that the initial margin ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or greater than 160%. If the value of the collateral under the credit facility decreases past a specified margin, we may be required to post additional Bitcoin as collateral. As of September 30, 2025, we have not borrowed any amount under the Two Prime Credit Agreement.

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● Launch of Hut 8 2025 At- The-Market Offering Program. On August 22, 2025, we established a $1.0 billion at-the-market   equity program (the “2025 ATM”), which replaced our prior $500 million at-the-market equity program launched on December 4, 2024 (the “2024 ATM”). As of August 22, 2025, prior to its termination, we had issued and sold shares under the 2024 ATM for gross proceeds of $299.4 million at a weighted average price of $27.83 per share. For reference, our average share price from commencement of the 2024 ATM until August 22, 2025 was $18.61 per share. As of September 30, 2025, we had issued and sold 635,659 shares under the 2025 ATM for gross proceeds of $22.9 million at a weighted average issuance price of $35.97 per share. For reference, our average share price from commencement of the 2025 ATM through September 30, 2025 was $31.04 per share.

Key Factors Affecting Our Performance
Power constraints
Access to energy is a key factor affecting our ability to meet growing demand for HPC, AI, and Bitcoin mining and to scale our digital infrastructure platform. Power is the foundation of our operations. We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure to address the load demands of energy-intensive applications. As competition for power intensifies, our performance depends on originating, commercializing, and optimizing energy capacity at scale. We believe our experience in power origination, infrastructure design, and load optimization positions us to manage these constraints and support continued growth. Our portfolio currently provides access to competitively priced electrical power in the regions where we operate; however, there is no guarantee that we will be able to procure additional power on similar terms, or at all. Market prices for power, capacity, and ancillary services are unpredictable and tend to fluctuate substantially. See “Risk Factors—Risks Related to Our Business and Operations—We are subject to risks associated with our need for significant electrical power” in the Annual Report.
Price of Bitcoin
Our business is heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. We hold a significant amount of Bitcoin in our strategic reserve and have also acquired, and may in the future acquire, additional Bitcoin through at-market purchases. Furthermore, American Bitcoin is a Bitcoin accumulation platform, and its results are consolidated in our financials. In addition, we generate revenue from Bitcoin rewards that are earned through mining operations at our facilities, the majority of which are conducted through American Bitcoin. Under ASU 2023-08,  Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets  (“ASU 2023-08”), Bitcoin is revalued at fair value at the end of each reporting period, with changes in fair value recognized in net income. As a result, fluctuations in the price of Bitcoin may significantly impact our results of operations.
Bitcoin network difficulty and hashrate
Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for Bitcoin mining. This increased competition is described as the network hashrate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the Bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like American Bitcoin, to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.
Block reward and halving
The current Bitcoin reward for solving a block is 3.125 Bitcoin. The Bitcoin network is programmed such that the Bitcoin block reward is halved every 210,000 blocks mined, or approximately every four years. This reduction in reward spreads out the release of Bitcoin over a long period of time as fewer Bitcoin are mined with each halving event. Bitcoin halving events impact the number of Bitcoin that we mine, including through American Bitcoin which, in turn, may have a potential impact on our results of operations. The last halving event occurred in April 2024, and the next halving event is expected to occur in 2028.
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Expansion into AI infrastructure services and other energy-intensive use cases
A key factor affecting our performance is our ability to expand into AI infrastructure services and other energy-intensive use cases. We are leveraging our existing development and operational expertise to develop high-density data centers that support GPU-based workloads for enterprise and hyperscale customers and other next-generation, energy-intensive use cases. Success in this area depends on various factors, including our ability to develop future sites, secure and retain customers, manage capital efficiently, and compete effectively in emerging AI markets. While this expansion may increase operating and capital costs and expose us to execution and market risks, management believes our experience in power origination, development, management, and large-scale digital infrastructure development position us to capture long-term growth opportunities in the evolving AI sector and other next-generation, energy-intensive use cases.
Key Performance Indicators
In addition to our financial results, financial measures under generally accepted accounting principles in the United States of America (“GAAP”) financial measures, and non-GAAP financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.
The following table presents our key performance indicators as of September 30, 2025 and 2024.
​

​

​

​

​

​

​

​
​
As of

​
​
September 30,

​
    
2025
​
2024

Energy Capacity Under Diligence
​
​
5,865 MW
​
​
5,553 MW

Energy Capacity Under Exclusivity
​
​
1,255 MW
​
​
1,458 MW

Energy Capacity Under Development
​
​
1,530 MW
​
​
205 MW

Energy Capacity Under Management
​
​
1,020 MW
​
​
1,117 MW

Number of Bitcoin in Strategic Reserve (1)(2)
​
​
13,696
​
​
9,106

(1) Number of Bitcoin in Strategic Reserve includes Bitcoin held in custody, pledged as collateral, or pledged for a miner purchase under an agreement with Bitmain.
(2) As of September 30, 2025, of the 13,696 Bitcoin in Strategic Reserve, 10,278 Bitcoin were held by Hut 8, and 3,418 Bitcoin were held by American Bitcoin. As of September 30, 2024, all 9,106 Bitcoin in Strategic Reserve were held by Hut 8 as American Bitcoin had not yet been launched.
Energy Capacity Under Diligence
​
Energy Capacity Under Diligence represents sites under active evaluation for large-scale, energy-intensive use cases such as Bitcoin mining, HPC, industrial applications, next-generation manufacturing, and other energy-intensive technologies. At this stage, we engage with utilities, landowners, and other stakeholders to assess critical factors including power availability, infrastructure readiness, fiber connectivity, and overall commercial viability. This metric allows management to better understand our potential opportunities, allowing us to remain selective in our investment decisions while positioning us to respond to market demand signals and emerging opportunities. Energy Capacity Under Diligence as of September 30, 2025 was 5,865 MW compared to 5,553 MW as of September 30, 2024.
​
Energy Capacity Under Exclusivity
​
Energy Capacity Under Exclusivity represents sites where we have secured a clear path to ownership through either: (i) an exclusivity agreement restricting the sale or use of designated power and/or land capacity by other parties; or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment. Management monitors Energy Capacity Under Exclusivity to evaluate potential near-term opportunities prior to making additional investment commitments. Energy Capacity Under Exclusivity as of September 30, 2025 was 1,255 MW compared to 1,458 MW as of September 30, 2024.
​

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Energy Capacity Under Development
​
Energy Capacity Under Development represents sites where we are actively investing in development and commercialization by executing definitive land and/or power agreements, progressing infrastructure design and buildout, and engaging with prospective customers. This phase is monitored by management as it represents the projects that are closest to commencing construction. Energy Capacity Under Development as of September 30, 2025 was 1,530 MW compared to 205 MW as of September 30, 2024. The increase was driven by an increase of 1,325 MW in capacity advancing from exclusivity to development, including 300 MW from our River Bend site, partially offset by 205 MW of energy capacity at our Vega site. Our Vega site advanced from development to the management phase upon energization during the second quarter of 2025. 
​
Energy Capacity Under Management
Energy Capacity Under Management comprises all Power assets: Power Generation, Managed Services, ASIC Colocation, CPU Colocation, Bitcoin Mining, Data Center Cloud, and non-operational sites. Management reviews this metric to assess total energy capacity utilization across our operations to drive an efficient allocation of resources. Energy Capacity Under Management as of September 30, 2025 was 1,020 MW compared to 1,117 MW as of September 30, 2024. The decrease was due to the termination of our Managed Services contract with Ionic for five sites that consisted of 302 MW partially offset by the energization of our 205 MW Vega site. 
​
Number of Bitcoin in Strategic Reserve
Number of Bitcoin in Strategic Reserve represents the number of Bitcoin we own as of each reporting period end date, which is the aggregate number of our Bitcoin held in custody, pledged as collateral, or pledged for a miner purchase, including at American Bitcoin. We have the ability to leverage our Bitcoin in strategic reserve as a flexible financial asset to fund growth initiatives, optimize our balance sheet, and capitalize on emerging market opportunities. Our management uses this metric to assess the value of our Bitcoin in Strategic Reserve and determine when and how to deploy said reserve, including whether to continue to hold the Bitcoin. In addition, as a Bitcoin accumulator, this metric is especially important for evaluating the performance of American Bitcoin. As of September 30, 2025, we had 13,696 Bitcoin in Strategic Reserve, comprising 10,278 Bitcoin held by Hut 8 and 3,418 Bitcoin held by American Bitcoin, compared to 9,106 Bitcoin held in Strategic Reserve by Hut 8 as of September 30, 2024. The increase was attributable to additional Bitcoin mined and purchased over the year, including through American Bitcoin.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income, adjusted for impacts of interest expense, income tax provision, depreciation and amortization, gain on debt extinguishment, our share of unconsolidated joint venture depreciation and amortization, net of basis adjustments, foreign exchange gain or loss, gain or loss on sale of property and equipment, gain on derivatives, gain or loss on other financial liability, gain on warrant liability, the removal of non-recurring transactions, asset contribution costs, loss from discontinued operations, net of taxes, income or loss attributable to non-controlling interests, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis.  
​
Our board of directors and management team use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period. 
 

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Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
​
For a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “—Results of Operations” below.
Business Segments 
We have four reportable business segments: Power, Digital Infrastructure, Compute, and Other.  
Power
The Power business segment consists of Power Generation and Managed Services.
Power Generation
We generate revenue from our 80.1% interest in a joint venture with Macquarie Group Limited (“Macquarie”), a global financial services and infrastructure investment firm, which provides capacity and energy to the electrical grid through four natural gas power plants in Ontario, Canada (the “Far North JV”). The power generation facilities were acquired in February 2024 and are connected to the Independent Electricity System Operator (“IESO”), which operates Ontario’s power grid. The power generation assets primarily generate revenue from capacity payments and electricity sales, both of which are variable and depend on several factors, including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas.
In the second quarter of 2025, all four of the power plants were awarded five-year capacity contracts with IESO. The contracts were awarded to the Far North JV following successful bids submitted into the competitive IESO Medium-Term 2 (“MT2”) capacity auction and will commence on May 1, 2026. The contracts include a weighted average capacity payment of approximately CAD $530 per MW-business day in Year 1 with partial inflation indexation that allows for potential increases over time.
Managed Services
Our Managed Services business provides institutional partners with an end-to-end partnership model for energy infrastructure development, including:
● Project inception : site design, procurement, and construction management;
● Project operationalization : software automation, process design, personnel hiring, and team training;
● Revenue management : utility contracts, hosting operations, and customer management;
● Project optimization : energy portfolio optimization and strategic initiatives; and/or
● Compliance and reporting : finance, accounting, and safety

Cash flows in our Managed Services business are generated through a fee structure that is typically fixed based on power capacity under management, with reimbursement of passthrough costs. In addition to the fixed fee, under certain agreements, further cash flows may be driven from incentive bonuses and certain energy management services.  
As of September 30, 2025, we managed 280 MW of energy capacity under this program at one site in the United States owned by the King Mountain JV.

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Starting April 1, 2025, we began operating as the exclusive provider of managed services to American Bitcoin via the execution of a Master Managed Services Agreement (“MSA”). Under the MSA, we provide American Bitcoin with management, oversight, strategy, compliance, operational, and the other services for American Bitcoin’s mining operations colocated at our facilities. The fee structure typically consists of (i) a fixed fee of $1.250/kW-month based on the power capacity of each facility, as well as (ii) designated site level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the MSA are eliminated in consolidation.  
Digital Infrastructure
The Digital Infrastructure business segment consists of CPU Colocation and ASIC Colocation services.  
​
CPU Colocation
 
Our CPU Colocation business spans five locations in Canada (Mississauga, Ontario; Vaughan, Ontario; Kelowna, British Columbia; and two locations in Vancouver, British Columbia) with a total energy capacity of 3 MW and more than 36,000 square feet of geo-diverse data center space powered by predominantly emission-free energy sources. Our infrastructure is designed to support a variety of compute, storage, and network workloads across traditional enterprise, B2B, machine learning, visual effects, and AI. This segment serves computing needs unrelated to Bitcoin Mining. These data centers are geo-diverse and carrier neutral with network diversity and redundancy from multiple telecommunications providers. 
​
Our CPU Colocation business is based on a fixed-fee model. Customers pay a fixed recurring monthly fee based on a set amount of resources assigned. 
​
ASIC Colocation
 
Under our ASIC Colocation business, we enter into contracts to host and operate mining equipment on behalf of third parties within our facilities. These services include the provision, if applicable, and hosting of mining equipment as well as the monitoring, troubleshooting, repair, and maintenance of such equipment. Revenues from ASIC Colocation services are generated through fees that may be fixed or based on profit-sharing arrangements, often with reimbursement for certain pass-through costs, such as electricity. 
 
During the fourth quarter of 2024, our agreement with Ionic Digital Inc. (“Ionic”) to host approximately 8,500 miners (0.8 EH/s) at our Alpha site was terminated. As a result, we ceased providing ASIC Colocation services at Alpha and utilized the site solely for self-mining purposes. 
 
Starting April 1, 2025, we began operating as the exclusive provider of ASIC colocation services to American Bitcoin via the execution of a Master Colocation Services Agreement (“CSA”). Under the CSA, we provide ASIC colocation services for American Bitcoin’s miners at our facilities. The fee structure typically includes (i) a fixed monthly fee that targets a 25% yield on cost of each facility as of the start of the specific service order under the CSA, subject to an annual increase, as well as (ii) infrastructure-related site level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the CSA are eliminated in consolidation. 
 
During 2024, we entered into an ASIC Colocation contract with Bitmain Technologies Georgia Limited (“Bitmain”) to host miners at our Vega site. The agreement featured a fixed hosting fee with an option for us to purchase all or a portion of the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranches. We completed energization of the miners during June and July 2025. In August 2025, pursuant to our Put Option Agreement with American Bitcoin entered into on March 31, 2025 (the “Put Option Agreement”), we assigned our option to purchase the hosted machines to American Bitcoin. In August 2025, American Bitcoin exercised this option to purchase all of the Bitmain miners hosted at the Vega site, where we then began to provide ASIC colocation services to American Bitcoin under the CSA.
​
Compute
The Compute business segment consists of Bitcoin Mining, GPU-as-a-Service, and Data Center Cloud operations.
Bitcoin Mining
Currently, one of our largest revenue streams is derived from Bitcoin Mining.

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Our Bitcoin Mining business spanned five sites as of September 30, 2025:
● four sites with facilities we own and/or lease, and operate: (1) Alpha (Niagara Falls, New York), (2) Medicine Hat (Medicine Hat, Alberta), (3) Salt Creek (Orla, Texas), and (4) Vega (Amarillo, Texas); and 
● one site that we own through a 50% joint venture, King Mountain (McCamey, Texas). 

Until April 30, 2024, we also had Bitcoin Mining operations hosted at sites in Kearney, Nebraska and Granbury, Texas. We also previously mined Bitcoin at a site in Drumheller, Alberta, which has been non-operational since March 2024. The closure was due to the site’s lack of profitability as a result of several factors, mostly elevated energy costs and underlying voltage issues. We will consider re-energizing Drumheller if market conditions improve.
Bitcoin rewards are received from mining activity through third-party mining pool operators, which allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. We provide computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain. The pools then distribute our pro-rata share of Bitcoin mined to us based on the computing power we contribute.
During February and March 2025, our mining activity was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. The fleet upgrade resulted in higher efficiency Antminer S21+ miners at our Salt Creek and Medicine Hat sites, which improved Bitcoin Mining operations.
On March 31, 2025, we launched American Bitcoin. Beginning April 1, 2025, Bitcoin Mining operations previously reported under our Compute segment remain under this segment but operate generally through our majority-owned subsidiary, American Bitcoin.
On August 5, 2025, pursuant to the Put Option Agreement, we assigned our option to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 EH/s, to American Bitcoin. American Bitcoin exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “ABTC Bitmain Purchase Agreement”) with Bitmain to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties or similar charges.
Concurrently with the execution of the ABTC Bitmain Purchase Agreement, American Bitcoin purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million we previously paid to Bitmain and which American Bitcoin has agreed to repay us on or prior to December 31, 2025. In September 2025, American Bitcoin purchased the remaining 981 Bitmain Miners for a total purchase price of $18.9 million, also paid through the pledge of Bitcoin at a mutually agreed upon fixed price. In October 2025, American Bitcoin pledged additional Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the $46.0 million comprising of the deposit and certain expenses to us satisfying American Bitcoin’s repayment obligation. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of approximately 24 months from each pledge date.
GPU-as-a-Service
Our GPU assets are deployed under our wholly owned subsidiary, Highrise AI, Inc., at a third-party colocation site near Chicago, Illinois. This segment generates recurring revenue through payments made by the provider to us based on fixed infrastructure payments and a revenue share tied to GPU utilization.
Data Center Cloud
Our Data Center Cloud services support both public and private cloud deployments, managed backup, business continuity and disaster recovery services, and high-performance, high-capacity storage solutions at our five HPC locations across Canada. We employ a consumption-based fee structure where customers commit to a baseline level of compute, storage, network, or power usage as defined in their service agreements. Any usage beyond this baseline is typically billed incrementally, so costs are aligned with actual resource consumption and customers are afforded flexibility as their needs evolve.

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Other    
Equipment Sales and Repairs
We may sell mining equipment when profitable opportunities arise (e.g., if market prices exceed our procurement cost). We may also repair miners for third parties in exchange for a fee, as we have a fully equipped, MicroBT-certified repair center space at our Medicine Hat site.
​

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Results of Operations
Three Months Ended September 30, 2025 and 2024
​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
 
​
​

​
​
September 30,
​
​
Increase

(in USD thousands)
    
2025
    
2024
    
​
(Decrease)

Revenue:
​
​
​
​
​
​
​
​
​

Power
​
$
8,367
​
$
26,185
​
$
(17,818)

Digital Infrastructure
​
​
5,107
​
​
3,854
​
​
1,253

Compute
​
​
70,036
 
​
13,696
​
​
56,340

Total revenue
​
 
83,510
 
​
43,735
​
​
39,775

​
​
​
​
​
​
​
​
​
​

Cost of revenue (exclusive of depreciation and amortization shown below):
​
​
​
​
​
​
​
​
​

Cost of revenue – Power
​
​
6,494
​
​
4,991
​
​
1,503

Cost of revenue – Digital Infrastructure
​
​
3,804
​
​
3,667
​
​
137

Cost of revenue – Compute
​
​
22,032
​
​
8,901
​
​
13,131

Total cost of revenue
​
​
32,330
​
​
17,559
​
​
14,771

​
​
​
​
​
​
​
​
​
​

Operating (income) expenses:
​
 
​
​
​
​
​
​
​

Depreciation and amortization
​
​
27,795
​
​
10,462
​
​
17,333

General and administrative expenses
​
​
25,858
​
​
16,175
​
​
9,683

(Gains) losses on digital assets
​
​
(76,595)
 
​
1,552
​
​
(78,147)

Loss (gain) on sale of property and equipment
​
​
1,467
 
​
(444)
​
​
1,911

Total operating (income) expenses
​
​
(21,475)
​
​
27,745
​
​
(49,220)

Operating income (loss)
​
​
72,655
​
​
(1,569)
​
​
74,224

​
​
​
​
​
​
​
​
​
​

Other income (expense):
​
 
​
​
​
​
​
​
​

Foreign exchange (loss) gain
​
​
(1,530)
​
​
703
​
​
(2,233)

Interest expense
​
​
(8,616)
​
​
(7,938)
​
​
(678)

Gain on debt extinguishment
​
​
—
​
​
5,966
​
​
(5,966)

Gain on derivatives
​
​
5,141
​
​
2,704
​
​
2,437

Loss on other financial liability
​
​
(237)
​
​
—
​
​
(237)

Gain on warrant liability
​
​
26
​
​
—
​
​
26

Equity in earnings of unconsolidated joint venture
​
 
2,192
 
​
1,495
​
​
697

Total other (expense) income
​
 
(3,024)
 
​
2,930
​
​
(5,954)

​
​
 
​
​
​
​
​
​
​

Income from operations before taxes
​
​
69,631
​
​
1,361
​
​
68,270

​
​
​
​
​
​
​
​
​
​

Income tax provision
​
​
(19,019)
​
​
(453)
​
​
(18,566)

​
​
​
​
​
​
​
​
​
​

Net income
​
$
50,612
​
$
908
​
$
49,704

​
​
​
​
​
​
​
​
​
​

Less: Net income attributable to non-controlling interests
​
​
(503)
​
​
(261)
​
​
(242)

Net income attributable to Hut 8 Corp.
​
$
50,109
​
$
647
​
$
49,462

​
​
​
​
​
​
​
​
​
​

Net income
​
$
50,612
​
$
908
​
$
49,704

Other comprehensive income:
​
​
​
​
​
​
​
​
​

Foreign currency translation adjustments
​
​
(16,442)
​
​
8,057
​
​
(24,499)

Total comprehensive income
​
​
34,170
​
​
8,965
​
​
25,205

Less: Comprehensive income attributable to non-controlling interest
​
​
(494)
​
​
(395)
​
​
(99)

Comprehensive income attributable to Hut 8 Corp.
​
$
33,676
​
$
8,570
​
$
25,106

​

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Table of Contents

Adjusted EBITDA reconciliation:
​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
​
​

​
    
September 30
 
Increase

(in USD thousands)
​
2025
    
2024
     
(Decrease)

Net income
​
$
50,612
​
$
908
​
$
49,704

Interest expense
​
 
8,616
​
​
7,938
​
​
678

Income tax provision
​
 
19,019
​
​
453
​
​
18,566

Depreciation and amortization
​
 
27,795
​
​
10,462
​
​
17,333

Gain on debt extinguishment
​
​
—
​
​
(5,966)
​
​
5,966

Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1)
​
 
4,454
​
​
5,486
​
​
(1,032)

Foreign exchange loss (gain)
​
​
1,530
​
​
(703)
​
​
2,233

Loss (gain) on sale of property and equipment
​
​
1,467
​
​
(444)
​
​
1,911

Gain on derivatives
​
​
(5,141)
​
​
(2,704)
​
​
(2,437)

Loss on other financial liability
​
​
237
​
​
—
​
​
237

Gain on warrant liability
​
​
(26)
​
​
—
​
​
(26)

Non-recurring transactions (2)
​
​
2,896
​
​
(14,530)
​
​
17,426

(Income) attributable to non-controlling interests
​
​
(8,793)
​
​
(261)
​
​
(8,532)

Stock-based compensation expense
​
​
6,318
​
​
4,957
​
​
1,361

Adjusted EBITDA
​
$
108,984
​
$
5,596
​
$
103,388

​
(1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income in accordance with ASC 323. See Note 10. Investments in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements and the King Mountain JV section below for further detail.
(2) Non-recurring transactions for the three months ended September 30, 2025 primarily represent approximately $2.9 million of American Bitcoin related transaction costs. Non-recurring transactions for the three months ended September 30, 2024 represent a $13.5 million contract termination fee received from MARA Holdings and a release of relocation fees that were over-accrued in the prior period.
​
Revenue
Total revenue for the three months ended September 30, 2025 and 2024 was $83.5 million and $43.7 million, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power revenue was $8.4 million and $26.2 million for the three months ended September 30, 2025 and 2024, respectively. This $17.8 million decrease was primarily driven by a $19.7 million decrease in Managed Services revenue due to the termination of the Ionic managed services agreement in December 2024. This decrease was partially offset by a $1.9 million increase in electricity sales through the Far North JV due to an increase in electricity demand in the current year period. We generate intercompany revenue under the MSA between us and American Bitcoin, which is eliminated upon consolidation.
Digital Infrastructure
Digital Infrastructure revenue was $5.1 million and $3.9 million for the three months ended September 30, 2025 and 2024, respectively. This $1.2 million increase was driven by a $1.2 million increase in ASIC Colocation revenue under our colocation agreement with Bitmain as a result of the energization of our Vega site in June 2025. Over August and September 2025, American Bitcoin exercised the option under the ABTC Bitmain Purchase Agreement to purchase all of the Bitmain Miners at our Vega site. Concurrently with American Bitcoin’s initial option exercise, we entered into a service order with American Bitcoin under the CSA for the Bitmain Miners at our Vega site, and our colocation agreement with the Bitmain ceased in September 2025. We generate intercompany revenue under the CSA between us and American Bitcoin, which is eliminated upon consolidation.

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Table of Contents

Compute
Compute revenue was $70.0 million and $13.7 million for the three months ended September 30, 2025 and 2024, respectively. This $56.3 million increase was primarily driven by a $54.3 million increase in Bitcoin Mining revenue (which business is generally conducted under American Bitcoin), largely due to increased mining efficiencies at our Medicine Hat and Salt Creek sites as a result of our fleet upgrade, which not only involved the installation of higher-efficiency machines, but also targeted infrastructure upgrades at our sites to support higher rack-level power density. Additionally, American Bitcoin’s purchase of the Bitmain Miners at the Vega site under the ABTC Bitmain Purchase Agreement in August and September 2025 added an additional 14.86 EH/s to American Bitcoin’s mining fleet. Both of these factors led to an increase in Bitcoin mined (578 Bitcoin mined during the three months ended September 30, 2025, 563 of which were mined by American Bitcoin, versus 190 Bitcoin mined during the three months ended September 30, 2024). Additionally, there was an increase in the average revenue per Bitcoin mined from $61,100 to $114,121 due to an increase in the price of Bitcoin. The increase was also driven by a $2.6 million increase in revenue from our GPU-as-a-Service offering, Highrise AI, which launched in September 2024. These increases were partially offset by a $0.5 million decrease in revenue from our Data Center Cloud operations due to customer churn.
Cost of revenue
Total cost of revenue was $32.3 million and $17.6 million for the three months ended September 30, 2025 and 2024, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power cost of revenue was $6.5 million and $5.0 million for the three months ended September 30, 2025 and 2024, respectively. The cost of revenue increased primarily due to a $3.6 increase in cost of revenue related to electricity sales by the Far North JV driven by an increase in electricity demand in the quarter. This increase was partially offset by a decrease in our Managed Services-related operating costs of $2.1 million due to the termination of our Managed Services agreement with Ionic in December 2024.
Digital Infrastructure
Digital Infrastructure cost of revenue was $3.8 million and $3.7 million for the three months ended September 30, 2025 and 2024, respectively. This $0.1 million increase was primarily driven by a $0.1 million increase in the cost of revenue related to CPU Colocation operations due to higher electricity and connectivity costs.
Compute
Compute cost of revenue was $22.0 million and $8.9 million for the three months ended September 30, 2025 and 2024, respectively. This $13.1 million increase was primarily driven by a $13.0 million increase in the cost of revenue related to Bitcoin Mining (which is generally conducted under American Bitcoin),   primarily due to the increased consumption resulting from additional miners operating at our sites, increased uptime of those miners, and an increase in the power cost per megawatt hour from $28.40 for the three months ended September 30, 2024 compared to $39.89 for the three months ended September 30, 2025. Additionally, there was a $0.4 million increase in costs of revenues related to our GPU-as-a-Service offering, which launched in September 2024. These increases were partially offset by a $0.3 million decrease in cost of revenues from our Data Center Cloud operations due to customer churn.
Depreciation and amortization
Depreciation and amortization expense was $27.8 million and $10.5 million for the three months ended September 30, 2025 and 2024, respectively. The $17.3 million increase in depreciation was primarily caused by increases in depreciation of (i) $10.8 million in Bitcoin miners owned by American Bitcoin deployed at our Alpha, Medicine Hat, Salt Creek, and Vega sites, (ii) $3.7 million in mining infrastructure primarily due to the Vega site infrastructure being put into service, and (iii) $2.2 million in AI GPUs due to the launch of our GPU-as-a-Service offering in September 2024 .
​

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Table of Contents

General and administrative expenses
General and administrative (“G&A”) expenses were $25.9 million and $16.2 million for the three months ended September 30, 2025 and 2024, respectively. The $9.7 million increase in G&A expenses was primarily driven by: (i) a $2.6 million increase in marketing, office, and travel costs primarily due to an increase in American Bitcoin-related costs, (ii) a $2.6 million increase in transaction costs related to ABTC Merger, (iii) a $1.8 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth plan, (iv) a $1.4 million increase in share based payments, and (v) a $1.1 million increase in salary and benefits due to added headcount to support our growth initiatives.
(Gains) losses on digital assets
Gains on digital assets were $76.6 million for the three months ended September 30, 2025, compared to losses on digital assets of $1.6 million for the three   months ended September 30, 2024. The gains were primarily due to the increase in Bitcoin price from approximately $107,173 as of June 30, 2025 to approximately $114,068 as of September 30, 2025. In contrast, the price of Bitcoin as of June 30, 2024 was approximately $62,668 increased to approximately $63,301 as of September 30, 2024.
Other income (expense)
Other expense totaled $3.0 million for the three months ended September 30, 2025 and other income totaled $2.9 million for the three months ended September 30, 2024. The decrease of $5.9 million was primarily driven by: (i) a $2.2 million loss in foreign exchange gain due to a strengthening of Canadian dollar to U.S. dollar exchange rate related to our net U.S. dollar denominated liability position in our Canadian dollar functional currency subsidiaries, (ii) a $0.7 million increase in interest expense due to an increase in the amount of average borrowing in 2025, (iii) a $6.0 million decrease in gain on debt extinguishment, and (iv) a $0.2 million increase in the loss on other financial liability. The decrease was partially offset by (i) a $2.4 million decrease in gain on derivatives related to our Bitcoin redemption option and call options, and (ii) a $0.7 million increase in equity in earnings of King Mountain due to the impact of the halving event in April 2024 on Bitcoin Mining revenue.
Income tax
Our income tax provision was $19.0 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively. This $18.5 million increase was primarily due to an increase in deferred taxes related to the gain on digital assets for the three months ended September 30, 2025.

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Table of Contents

Nine Months Ended September 30, 2025 and 2024
​

​

​

​

​

​

​

​

​

​

​
​
Nine Months Ended
 
​
​

​
​
September 30,
​
​
Increase

(in USD thousands)
    
2025
    
2024
    
​
(Decrease)

Revenue:
​
​
​
​
​
​
​
​
​

Power
​
$
18,239
​
$
46,653
​
$
(28,414)

Digital Infrastructure
​
​
7,936
​
​
14,962
​
​
(7,026)

Compute
​
​
120,449
 
​
61,542
​
​
58,907

Other
​
​
—
​
​
7,534
​
​
(7,534)

Total revenue
​
 
146,624
 
​
130,691
​
​
15,933

​
​
​
​
​
​
​
​
​
​

Cost of revenue (exclusive of depreciation and amortization shown below):
​
​
​
​
​
​
​
​
​

Cost of revenue – Power
​
​
15,122
​
​
14,073
​
​
1,049

Cost of revenue – Digital Infrastructure
​
​
7,483
​
​
12,627
​
​
(5,144)

Cost of revenue – Compute
​
​
50,160
​
​
35,196
​
​
14,964

Cost of revenue – Other
​
​
—
​
​
4,446
​
​
(4,446)

Total cost of revenue
​
​
72,765
​
​
66,342
​
​
6,423

​
​
​
​
​
​
​
​
​
​

Operating (income) expenses:
​
 
​
​
​
​
​
​
​

Depreciation and amortization
​
​
62,152
​
​
33,465
​
​
28,687

General and administrative expenses
​
​
77,075
​
​
54,073
​
​
23,002

Gain on digital assets
​
​
(181,841)
 
​
(201,180)
​
​
19,339

Loss (gain) on sale of property and equipment
​
​
3,609
 
​
(634)
​
​
4,243

Total operating (income)
​
​
(39,005)
​
​
(114,276)
​
​
75,271

Operating income
​
​
112,864
​
​
178,625
​
​
(65,761)

​
​
​
​
​
​
​
​
​
​

Other (expense) income:
​
 
​
​
​
​
​
​
​

Foreign exchange gain (loss)
​
​
1,593
​
​
(976)
​
​
2,569

Interest expense
​
​
(24,481)
​
​
(20,231)
​
​
(4,250)

Asset contribution costs
​
​
(22,780)
​
​
—
​
​
(22,780)

Gain on debt extinguishment
​
​
—
​
​
5,966
​
​
(5,966)

Gain on derivatives
​
​
7,600
​
​
19,923
​
​
(12,323)

Gain on other financial liability
​
​
721
​
​
—
​
​
721

Gain on warrant liability
​
​
26
​
​
—
​
​
26

Equity in earnings of unconsolidated joint venture
​
 
4,621
 
​
8,457
​
​
(3,836)

Total other (expense) income
​
 
(32,700)
 
​
13,139
​
​
(45,839)

​
​
 
​
​
​
​
​
​
​

Income from continuing operations before taxes
​
​
80,164
​
​
191,764
​
​
(111,600)

​
​
​
​
​
​
​
​
​
​

Income tax provision
​
​
(26,388)
​
​
(2,975)
​
​
(23,413)

​
​
​
​
​
​
​
​
​
​

Net income from continuing operations
​
$
53,776
​
$
188,789
​
$
(135,013)

​
​
​
​
​
​
​
​
​
​

Loss from discontinued operations (net of income tax of nil and nil, respectively)
​
​
—
​
​
(9,364)
​
​
9,364

​
​
​
​
​
​
​
​
​
​

Net income
​
​
53,776
​
​
179,425
​
​
(125,649)

​
​
​
​
​
​
​
​
​
​

Less: Net (income) loss attributable to non-controlling interests
​
​
(244)
​
​
232
​
​
(476)

Net income attributable to Hut 8 Corp.
​
$
53,532
​
$
179,657
​
$
(126,125)

​
​
​
​
​
​
​
​
​
​

Net income
​
$
53,776
​
$
179,425
​
$
(125,649)

Other comprehensive income (loss):
​
​
​
​
​
​
​
​
​

Foreign currency translation adjustments
​
​
24,637
​
​
(10,379)
​
​
35,016

Total comprehensive income
​
​
78,413
​
​
169,046
​
​
(90,633)

Less: Comprehensive income (loss) attributable to non-controlling interest
​
​
(290)
​
​
162
​
​
(452)

Comprehensive income attributable to Hut 8 Corp.
​
$
78,123
​
$
169,208
​
$
(91,085)

​
​

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Adjusted EBITDA reconciliation:
​
​

​

​

​

​

​

​

​

​

​

​
​
Nine Months Ended
​
​
​

​
    
September 30,
 
Increase

(in USD thousands)
​
2025
    
2024
     
(Decrease)

Net income
​
$
53,776
​
$
179,425
​
$
(125,649)

Interest expense
​
 
24,481
​
​
20,231
​
​
4,250

Income tax provision
​
 
26,388
​
​
2,975
​
​
23,413

Depreciation and amortization
​
 
62,152
​
​
33,465
​
​
28,687

Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1)
​
 
15,482
​
​
16,306
​
​
(824)

Foreign exchange (gain) loss
​
​
(1,593)
​
​
976
​
​
(2,569)

Losses (gains) on sale of property and equipment
​
​
3,609
​
​
(634)
​
​
4,243

Gain on debt extinguishment
​
​
—
​
​
(5,966)
​
​
5,966

Gain on derivatives
​
​
(7,600)
​
​
(19,923)
​
​
12,323

Gain on other financial liability
​
​
(721)
​
​
—
​
​
(721)

Gain on warrant liability
​
​
(26)
​
​
—
​
​
(26)

Non-recurring transactions (2)
​
​
8,120
​
​
(10,194)
​
​
18,314

Asset contribution costs
​
​
22,780
​
​
—
​
​
22,780

Loss from discontinued operations (net of income tax benefit of nil and nil, respectively)
​
​
—
​
​
9,364
​
​
(9,364)

(Income) loss attributable to non-controlling interests
​
​
(12,106)
​
​
232
​
​
(12,338)

Stock-based compensation expense
​
 
17,751
​
​
16,441
​
​
1,310

Adjusted EBITDA
​
$
212,493
​
$
242,698
​
$
(30,205)

(1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income in accordance with ASC 323. See Note 10. Investments in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements and the King Mountain JV section below for further detail.
(2) Non-recurring transactions for the nine months ended September 30, 2025 primarily represent approximately $7.6 million of American Bitcoin-related transaction costs, and $0.5 million of restructuring costs. Non-recurring transactions for the nine months ended September 30, 2024 represent approximately $3.8 million of restructuring costs and $1.7 million related to the Far North transaction costs, offset by a $13.5 million contract termination fee received from MARA Holdings, and $2.2 million tax refund.
​
Revenue
Total revenue for the nine months ended September 30, 2025 and 2024 was $146.6 million and $130.7 million, respectively, and consisted of Power, Digital Infrastructure, Compute, and Other.
Power
Power revenue was $18.2 million and $46.7 million for the nine months ended September 30, 2025 and 2024, respectively. This $28.5 million decrease was primarily driven by a $35.9 million decrease in Managed Services revenue due to the $13.5 million  in contract termination fees received from MARA Holdings in the prior year period, as well as the termination of the Ionic managed services agreement in December 2024. These decreases were partially offset by a $7.4 million increase in electricity sales through the Far North JV due to an increase in electricity demand during 2025. We generate intercompany revenue under the MSA between us and American Bitcoin, which is eliminated upon consolidation.
Digital Infrastructure
Digital Infrastructure revenue was $7.9 million and $15.0 million for the nine months ended September 30, 2025 and 2024, respectively. This $7.1 million decrease was primarily driven by a $6.8 million decrease in ASIC Colocation revenue as a result of the termination of our colocation agreement with Ionic during the fourth quarter of 2024, and a $0.3 million decrease in CPU Colocation revenue due to customer churn. We generate intercompany revenue under the CSA between us and American Bitcoin, which is eliminated upon consolidation.  

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Compute
Compute revenue was $120.4 million and $61.5 million for the nine months ended September 30, 2025 and 2024, respectively. This $58.9 million increase was primarily driven by a $52.7 million increase in Bitcoin mining revenue (which business is generally conducted under American Bitcoin beginning April 1, 2025), largely due to increase in the average revenue per Bitcoin mined from approximately $56,252 to $106,399 due to the increase in Bitcoin price. There was also a slight increase in Bitcoin mined (1,021 Bitcoin mined during the nine months ended September 30, 2025, 871 of which were mined by American Bitcoin, versus 993 Bitcoin mined during the nine months ended September 30, 2024). The increase was also driven by a $7.1 million increase in revenue from our GPU-as-a-Service offering, which launched in September 2024. The increases were partially offset by a $1.0 million decrease in revenue from our Data Center Cloud operations due to customer churn.
Other
Other revenue was nil and $7.5 million for the nine months ended September 30, 2025 and 2024, respectively. This $7.5  million decrease was due to no equipment sales during the nine months ended September 30, 2025, while there was $7.5 million of equipment sales during the nine months ended September 30, 2024.
Cost of revenue
Total cost of revenue was $72.8 million and $66.3 million for the nine months ended September 30, 2025 and 2024, respectively, and consisted of Power, Digital Infrastructure, Compute, and Other.
Power
Power cost of revenue was $15.1 million and $14.1 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cost of revenue of $1.0 million was primarily due to a $7.6 million increase in cost of revenue related to the increase in electricity sales by the Far North JV, partially offset by a decrease in our Managed Services related operating costs of $6.6 million due to the termination of our Ionic managed services agreement in December 2024.
Digital Infrastructure
Digital Infrastructure cost of revenue was $7.5 million and $12.6 million for the nine months ended September 30, 2025 and 2024, respectively. This $5.1 million decrease was primarily driven by a $6.1 million decrease in ASIC Colocation cost of revenue as a result of the termination of our colocation agreement with Ionic during the fourth quarter of 2024, partially offset by a $1.0 million increase in the cost of revenue related to CPU Colocation operations due to higher electricity and connectivity costs.
Compute
Compute cost of revenue was $50.2 million and $35.2 million for the nine months ended September 30, 2025 and 2024, respectively. This $15.0 million increase was primarily driven by a $14.1 million increase in Bitcoin mining costs due to increased uptime as American Bitcoin began mining at the Vega site during the quarter ended September 30, 2025, and an increase in the power cost per megawatt hour from $41.45 for the nine months ended September 30, 2024 to $43.26 for the nine months ended September 30, 2025. Additionally, there was a $2.1 million increase in costs related to our GPU-as-a-Service offering that launched in September 2024. The increase was partially offset by a $1.2 million decrease in costs related to Data Center Cloud due to customer churn.
Other
Other cost of revenue was nil and $4.4 million for the nine   months ended September 30, 2025 and 2024, respectively. This $4.4 million decrease was a result of no equipment sold for the nine months ended September 30, 2025.

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Depreciation and amortization
Depreciation and amortization expense was $62.2 million and $33.5 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $28.7 million was primarily driven by (i) a $13.9 million increase in Bitcoin miners deployed at our Medicine Hat, Salt Creek and Vega sites, (ii) a $6.4 million increase in AI GPUs following the launch of our GPU-as-a-Service platform in September 2024, (iii) a $5.5 million increase in mining infrastructure primarily due to the Vega site infrastructure being put into service , and (iv) a $2.2 million increase in power plants through the Far North JV.
General and administrative expenses
G&A expenses were $77.1 million and $54.1 million for the nine months ended September 30, 2025 and 2024, respectively. The $23.0 million increase in G&A expenses was driven by: (i) a $7.5 million increase in transaction costs related to the ABTC Merger, (ii) an $8.2 million increase in salary and benefit expenses due to added headcount to support our growth initiatives, (iii) a $5.0 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth initiatives, (iv) a $2.3 million increase in sales tax expenses, as we received a $2.2 million refund of sales taxes in Canada during the nine months ended September 30, 2024, and (v) a $1.3 million increase in share based payments. These increases were offset by (i) a $3.4 million decrease in restructuring expenses, and (ii) a $1.6 million decrease in Far North JV acquisition costs.
Gains on digital assets
Gains on digital assets were $181.8 million and $201.2 million for the nine months ended September 30, 2025 and 2024, respectively. The gains were due to the increase in Bitcoin price from approximately $93,354 as of December 31, 2024 compared to approximately $114,068 as of September 30, 2025 while the price of Bitcoin as of December 31, 2023 of approximately $42,288 increased to approximately $63,303 as of September 30, 2024.
Other income (expense)
Other expense was $32.7 million for the nine months ended September 30, 2025, compared to other income of $13.1 million for the nine months ended September 30, 2024. The decrease of $45.8 million was primarily driven by (i) a $4.3 million increase in interest expense due to an increase in the amount of average borrowing in 2025, (ii) a $22.8 million in asset contribution costs related to non-controlling interest portion of American Bitcoin, (iii) a $6.0 million decrease in gain on debt extinguishment, (iv) a $12.3 million decrease in gains on derivatives related to our Bitcoin redemption option and call options, and (v) a $3.8 million decrease in equity in earnings of King Mountain JV due to the impact of the halving event in April 2024 on Bitcoin Mining revenue. This was partially offset by (i) a $2.6 million gain in foreign exchange, and (ii) a $0.7 million gain on other financial liability.
Income tax
Our income tax provision was $26.4 million for the nine months ended September 30, 2025, compared to $3.0 for the nine months ended September 30, 2024. The increase in income tax provision was primarily due to an increase in deferred taxes related to the gains on digital assets for the nine months ended September 30, 2025.
Loss from discontinued operations
Loss from discontinued operations was nil and $9.4 million for the nine months ended September 30, 2025 and 2024, respectively. On March 6, 2024, we announced the closure of our Drumheller site in Alberta, Canada in connection with restructuring and optimization initiatives designed to strengthen financial performance. Of the $9.4 million loss related to the closure of our Drumheller site, the impairment of the long-term assets contributed $6.1 million and the remaining $3.3 million loss was from other operational activities.
King Mountain JV
The King Mountain JV is a 50% joint venture with one of the world’s largest renewable energy producers. The King Mountain JV has 280 MW of self-mining and hosting operations located behind-the-meter at a wind farm in McCamey, Texas.

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As of September 30, 2025, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 67,200 miners (about 7.8 EH/s) for a single hosting customer at its wholly-owned King Mountain site, which has a total capacity of 280 MW.   
We account for the King Mountain JV using the equity method of accounting, resulting in reporting the King Mountain JV as an unconsolidated joint venture. Additionally, our 50% portion of any distributions from the King Mountain JV are used to pay down the TZRC Secured Promissory Note. See Note 10.  Investment in unconsolidated joint venture  and Note 11.  Loans, notes payable, and other financial liabilities  to the consolidated financial statements found elsewhere in this Quarterly Report for additional information on the King Mountain JV and TZRC Secured Promissory Note.
Below are the condensed consolidated income statements for the King Mountain JV for the three and nine months ended September 30, 2025 and 2024:
​

​

​

​

​

​

​

​

​

​

​

​

​

Condensed Consolidated Income Statement

​
​
Three Months Ended
​
Nine Months Ended

​
    
September 30,
    
September 30,

(in USD thousands)
​
2025
​
2024
​
2025
​
2024

Total revenue, net
​
$
37,026
​
$
31,498
​
$
101,471
​
$
105,738

Gross profit
​
​
14,666
​
​
14,784
​
​
43,971
​
​
54,105

Net income (loss)
​
​
899
​
​
(496)
​
​
(1,215)
​
​
6,456

Net income (loss) attributable to investee
​
​
450
​
​
(248)
​
​
(608)
​
​
3,228

​
Our board of directors and management team also evaluate Adjusted EBITDA for the King Mountain JV, which is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) before depreciation and amortization and interest income. We use Adjusted EBITDA to assess the King Mountain JV’s financial performance because it allows us to compare the operating performance on a consistent basis across periods by removing the effects of the King Mountain JV’s capital structure.
​
Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. This non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.  
​

​

​

​

​

​

​

​

​

​

​

​

​
Three Months Ended
​
Nine Months Ended

​
September 30,
​
September 30,

(in USD thousands)
2025
​
2024
​
2025
​
2024

Net income (loss)
$
899
​
$
(496)
​
$
(1,215)
​
$
6,456

Depreciation and amortization
 
13,644
 
 
15,706
​
 
45,173
 
 
46,813

Interest income
​
(602)
​
​
(1,496)
​
​
(2,679)
​
​
(2,411)

Adjusted EBITDA
$
13,941
​
$
13,714
​
$
41,279
​
$
50,858

​
​
Liquidity and Capital Resources
Our primary sources of liquidity include our cash and cash equivalents, debt facilities, strategic Bitcoin reserve, equity sales, and the cash flows generated from operations. Historically, our primary cash needs have been for working capital to support equipment financing, including the purchase of additional Bitcoin miners, and growth initiatives, including infrastructure purchases, development opportunities, and acquisitions.
​
In August 2025, we borrowed the remaining $65.0 million of the available capacity under our Credit Agreement with Coinbase Credit, Inc. (as amended, the “Coinbase Credit Agreement”) to bring our total borrowed amount to $130.0 million.  

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On August 25, 2025, we entered into the Two Prime Credit Agreement, which provides for a revolving credit facility of up to $200.0 million. Amounts borrowed under the Two Prime Credit Agreement bear interest at a fixed rate equal to 7.99% per annum. The facility matures 364 days after the date of the first borrowing. We may repay any outstanding amounts borrowed, in whole or in party, without premium or penalty, at any time prior to the Maturity Date. On or prior to a drawdown, we are required to pledge, as collateral, Bitcoin with a custodian to be held in a segregated custody account under our ownership, such that the initial margin ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or greater than 160%. If the value of the collateral under the credit facility decreased past a specified margin, we may be required to post additional Bitcoin as collateral. As of September 30, 2025, we have not borrowed any amount under the Two Prime Credit Agreement.
On August 22, 2025, we established our $1.0 billion 2025 ATM, which replaced our prior $500 million 2024 ATM program that launched on December 4, 2024. As of August 22, 2025, prior to its termination, we had issued and sold shares under the 2024 ATM for gross proceeds of $299.4 million at a weighted average price of $27.83 per share. For reference, our average share price from commencement of the 2024 ATM until August 22, 2025 was $18.61 per share. As of September 30, 2025, we issued and sold 635,659 shares under the 2025 ATM for gross proceeds of $22.9 million at a weighted average issuance price of $35.97 per share. For reference, our average share price from commencement of the 2025 ATM through September 30, 2025 was $31.04 per share.
On September 3, 2025, American Bitcoin established a $2.1 billion at-the-market equity program (the “American Bitcoin 2025 ATM”). As of September 30, 2025, American Bitcoin issued and sold 11,017,341 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $90.0 million at a weighted average issuance price per share of $8.17.
​
Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, enter into new lines of business, provide new offerings, compete with existing and new competitors in existing and new markets and offerings, acquire new businesses or pursue strategic transactions, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings.
​
We believe that cash flows generated from operating activities, our strategic Bitcoin reserve, and financings, along with our credit facilities will meet our anticipated cash requirements in the short-term. On a long-term basis, we plan to rely on access to the capital markets for any long-term funding not provided by operating cash flows, cash on hand, and our strategic Bitcoin reserve.  
Cash Flows
The following table summarizes our cash flows for the periods indicated:
​

​

​

​

​

​

​

​
​
Nine Months Ended

​
    
September 30,

(in USD thousands)
    
2025
​
2024

Cash flows used in operating activities
​
$
(81,866)
​
$
(46,895)

Cash flows used in investing activities
​
​
(451,840)
​
​
(60,703)

Cash flows provided by financing activities
​
​
487,616
​
​
149,612

​
Operating Activities
Net cash used in operating activities was $81.9 million and $46.9 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities for the nine months ended September 30, 2025 resulted from net income and related adjustments of $62.1 million in addition to unfavorable changes in working capital of $19.8 million. Net cash used in operating activities for the nine months ended September 30, 2024 resulting from net income and related adjustments of $27.9 million and unfavorable changes in working capital of $19.0 million.

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Investing Activities
Net cash used in investing activities totaled $451.8 million for the nine   months ended September 30, 2025, primarily consisting of $287.8 million in Bitcoin purchased by American Bitcoin, $147.9 million in property and equipment purchases primarily related to the Vega build out, $25.0 million in other digital assets purchased, and $1.0 million related to other intangibles purchases. These outflows were partially offset by $5.2 million in proceeds from the sale of property and equipment, $3.7 million in proceeds from Bitcoin sales, and $0.9 million in cash acquired in the ABTC Merger. Net cash used in investing activities totaled $60.7 million for the nine   months ended September 30, 2024, primarily consisting of $78.1 million in purchases of property and equipment primarily related to AI cluster under our GPU-as-a-Service business and from the Salt Creek buildout, $48.5 million in deposits paid on property and equipment, and $6.4 million cash paid in exchange for shares in Ionic Digital. These outflows were partially offset by $65.6 million in proceeds from Bitcoin sales, $4.9 million in proceeds from the sale of property and equipment, and $1.8 million in cash added as part of the Far North JV acquisition.  
Financing Activities
Net cash provided by f inancing activities was $487.6 million for the nine   months ended September 30, 2025, primarily consisting of $65.0 million in proceeds under the Coinbase Credit Agreement, $9.5 million in net proceeds from covered call options premiums, $3.5 million in proceeds from funding in relation to our GPU-as-a-Service business segment, $205.3 million in net cash proceeds from the issuance and sale of American Bitcoin’s Class A common stock through a Common Stock Purchase Agreement for a private placement with certain accredited investors, $88.0 million in proceeds from the issuance of American Bitcoin’s Class A common stock through the American Bitcoin 2025 ATM, and $154.8 million in net proceeds from the issuance of our common stock through our 2024 ATM and 2025 ATM. These inflows were partially offset by $36.5 million of repayments of loans payable, and $2.2 million used in principal payments on finance leases. Net cash provided by financing activities was $149.6 million for nine months ended September 30, 2024, primarily consisting of $150.0 million in proceeds from the Coatue convertible note, $20.8 million in proceeds from covered call options premiums, $14.8 million in proceeds under the Coinbase Credit Agreement, and $0.5 million in proceeds from the issuance of our common stock from stock option exercises. This was partially offset by $34.0 million in repayment of loans and notes payable.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We evaluate our estimates and assumptions on an ongoing basis and base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for the judgments we make about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position, and statement of cash flows.
There have been no material changes to our critical accounting policies and estimates disclosed in the Annual Report other than as described in Note 2.  Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements  in our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of our financial statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles and digital assets, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.
​

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Price Risk of Bitcoin
We hold a significant amount of Bitcoin; therefore, we are exposed to the impact of market price changes in Bitcoin.
As of September 30, 2025, we held 13,696 Bitcoin, and the fair value of a single Bitcoin was approximately $114,068. Therefore, the fair value of our Bitcoin holdings as of September 30, 2025 was approximately $1.56 billion. Declines in the fair market value of Bitcoin will impact the cash value that would be realized if we were to sell our Bitcoin for cash, therefore having a negative impact on our liquidity.
Custodian Risk
Our Bitcoin is held with third-party custodians, Coinbase Custody, NYDIG, Anchorage, and BitGo, which we select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate.
Credit Risk
Credit risk arises from our practice of pledging Bitcoin as collateral in transactions with counterparties. We mitigate this risk by engaging with counterparties that we believe possess strong creditworthiness based on their size, credit quality, and reputation, among other factors. During the nine months ended September 30, 2025, we have not incurred any material loss from such transactions. However, there remains a risk that a counterparty could default on its obligations to us, which might result in a material loss. We continually assess the credit risk associated with our counterparties and, if necessary, recognize a loss provision or write-down. Credit risk also arises from us placing our cash and demand deposits in financial institutions. Although we strive to limit our exposure by placing cash and demand deposits with financial institutions with a high credit standing, there can be no assurances that we are able to mitigate our credit risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
We have one loan that maintains a variable interest rate, the TZRC Secured Promissory Note, which includes a maximum interest rate of 15.25%. As a result, changes in market interest rates could affect our operations over certain periods and may also impact our ability to finance projects. For more information regarding the TZRC Secured Promissory Note, see Note 11. L oans, notes payable, and other financial liabilities to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
​
In addition, our exposure to interest rate risk relates to our ability to earn interest income on cash balances at variable rates. Changes in short term interest rates are not expected to have a significant effect on the fair value of our cash account.
​
Tariff Risk
Changes in government and economic policies, incentives, or tariffs may also have an impact on equipment that we import. While the final scope and application of recently announced changes in U.S trade policy remain uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact our ability to import equipment at levels that are cost effective. We plan to continue to adjust accordingly to such developments.

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Item 4. Controls and Procedures
Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting
As previously disclosed under Item 9A. Controls and Procedures, in our Annual Report, management concluded that material weaknesses in our internal control over financial reporting existed as of December 31, 2024. The material weaknesses related to inadequate review of the calculation of the deferred tax provision for Bitcoin held in an international jurisdiction and inadequate review of a complex accounting transaction related to our BITMAIN miner purchase agreement. We implemented remediation activities over the nine months ended September 30, 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 . As a result, we have remediated the previously identified material weaknesses.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Management recognizes that any system of disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance rather than absolute assurance of achieving its objectives. The design of a control system must reflect resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that all control issues or instances of fraud, if any, will be detected. These inherent limitations include the possibility of faulty judgments, errors or mistakes, and the potential for controls to be circumvented by individual acts, collusion among employees, or management override. Moreover, the design of any control system is based on certain assumptions regarding future events, and there is no guarantee that any design will succeed under all potential future conditions. Over time, controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures. Consequently, misstatements due to error or fraud may occur and not be detected. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
Except as described above under “ Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting, ” there were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025 that materially affected, or that are reasonably likely to materially affect our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
For a description of material legal proceedings in which we are involved, see Note 20. Commitments and contingencies to our Unaudited Condensed Consolidated Financial statements included elsewhere in this Quarterly Report, which is incorporated herein by reference.
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We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, or results of operations. However, we are subject to regulatory oversight by numerous federal, state, provincial, local, and other regulators and we are, and we may become, subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business. See “Risk Factors—Risks Related to Certain Regulations and Laws, Including Tax Laws—We are involved in legal proceedings from time to time, which could adversely affect us” in the Annual Report.
Item 1A. Risk Factors
There have been no material changes from the risk factors set forth in Part I, Item IA of the Annual Report. We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included herein and in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, financial condition, or results of operations. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities by us during the three months ended September 30, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
10b5-1 Trading Arrangements
During the quarter ended September 30, 2025, none of our officers or directors 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.
Executive Equity Grants
On November 2, 2025 (the “Grant Date”), upon the recommendation of the Compensation and Talent Development Committee (the “Committee”), our Board of Directors approved one-time special grants of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to our Chief Executive Officer and Chief Strategy Officer (the “Special Awards”).

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Our overarching compensation philosophy is to (i) align pay-for-performance and (ii) align executives’ interests with those of the Company and our stockholders. In support of this philosophy, the Committee has structured our executive compensation program to emphasize at-risk, performance-based compensation opportunities that link executive rewards to the achievement of rigorous strategic objectives and the creation of long-term stockholder value.
The approval of the Special Awards was the culmination of careful analysis, consideration, and iterative design by the Committee, in consultation with its independent compensation consultant, over a 12-month period commencing in October 2024 taking into consideration, among other things, the following factors bearing on the compensation of our Chief Executive Officer and our Chief Strategy Officer:
● The complexity of our strategic transformation into a multi-layered infrastructure platform with integrated operations, capital strategy, and commercial models across the power, digital infrastructure, and compute markets;
● The intense competition for talent in the industries in which we operate, including in particular the loss of key personnel to competitors offering outsized compensation packages to secure exceptional talent;
● The importance of our Chief Executive Officer and our Chief Strategy Officer to our ability to successfully execute on our strategic transformation and meet our financial and operational objectives; and
● The benefits to us and our stockholders of significant equity ownership by our Chief Executive Officer and Chief Strategy Officer, which ownership strengthens and reinforces stockholder alignment and the owner-operator mindset that has been pivotal to our success to date.

The Special Awards were carefully structured to satisfy the following key objectives:
● Enhance Retention : To ensure the continued dedication and retention of our Chief Executive Officer and Chief Strategy Officer. The key retention elements of the Special Awards include vesting and performance periods of three and up to four years for RSU and PSU awards, respectively, and additional post-vesting holding periods of two years for both RSU and PSU awards.
● Reward Extraordinary Performance and Align Incentives : To recognize and reward exceptional leadership and performance that drives substantial value for us and our stockholders beyond the scope of our regular incentive programs. To achieve these aims, the Committee designed the Special Awards to emphasize PSUs with two separate performance categories that tie the vesting of the majority of the Special Awards to sustained value creation for us and our stockholders. Such value creation is measured through the achievement and maintenance of (i) defined market capitalization levels at the Company and (ii) defined value levels for our current ownership stake in American Bitcoin, our majority-owned subsidiary that holds our recently carved-out Bitcoin mining business and trades as a separate public company on the Nasdaq under the symbol “ABTC.”  
● Reinforce Owner-Operator Mindset : To maintain and expand the meaningful ownership positions of our Chief Executive Officer and Chief Strategy Officer in the Company. The Special Awards emphasizes grants designed to provide an opportunity for these critical executives to earn additional shares based on the achievement of outcomes that are tied directly to long-term value creation and share price performance, the same outcomes that drive stockholder returns. Through such design, the Special Awards aim to motivate our Chief Executive Officer and Chief Strategy Officer to continue building sustainable stockholder value as owner-operators.

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● Balance Past Performance with Durable Long-Term Performance : To recognize and balance the large increase in the market capitalization of both the Company and American Bitcoin during the period in which the Committee was designing and considering the Special Awards against the volatility of the stock prices of both the Company and American Bitcoin and reward durable and enduring value creation for us and our stockholders. To reflect these aims, the Committee designed the Special Awards to emphasize PSUs with vesting conditions tied to sustained price increases over a long-period of time. Specifically, the vesting of the PSUs included in the Special Awards is tied to sustained performance based on a ninety (90) day volume weighted average price  (“VWAP”) of the Company’s or American Bitcoin’s common stock, as applicable, commencing one year following the date of grant (with respect to the Company market capitalization related PSUs) and December 3, 2026 (in the case of the American Bitcoin related PSUs), the three month anniversary of the date on which the lock-up applicable to American Bitcoin shares held by us expires.

After careful consideration and deliberation, the Committee and our Board of Directors determined that the grant values and terms were appropriate and in the best interests of us and our stockholders. The Special Awards build upon the strong foundation established by our Chief Executive Officer and Chief Strategy Officer following the leadership transition in 2024 and reflect the Committee’s ongoing commitment to fostering a compensation program that supports long-term value creation for us and our stockholders.
Material Terms of the RSUs
Our Chief Executive Officer received a grant of 2,339,272 RSUs that will vest on January 1, 2029, subject to his continued employment through the vesting date. The executive will be required to hold – and will generally be restricted from transferring or selling – the vested shares for a period of two years following the applicable vesting date (unless the RSUs vested in connection with a change in control). As a result, all RSUs have a combined vesting and holding period of over 5 years before vested shares become freely tradeable.
Should the executive’s employment with us be terminated by us for cause or by the executive without good reason, all unvested RSUs will be forfeited. Should the executive’s employment with us be terminated other than by us for cause or by the executive without good reason, all unvested RSUs will vest, subject to the execution and non-revocation by the executive of a release of claims in favor of us. Upon a change in control, if the RSUs are assumed or substituted by the successor entity, such RSUs will remain outstanding and eligible to vest on January 1, 2029, subject to the executive’s continued employment, and will fully vest in the event of a termination by us without cause, by the executive with good reason, or due to the executive’s death or disability.
Material Terms of the PSUs
Our Chief Executive Officer and Chief Strategy Officer each received a grant of PSUs, with vesting contingent on the achievement of two performance-based conditions: (i) fifty percent (50%) of the PSUs will vest upon the achievement of defined market capitalization levels for the Company (the “market capitalization PSUs”) and (ii) fifty percent (50%) of the PSUs will vest upon the achievement of defined value levels for the shares of American Bitcoin common stock owned by us as of the grant date (the “ABTC-related PSUs”).
In order for the PSUs to vest, the applicable performance level must be achieved and the executive must remain employed through such vesting date. With respect to each performance-based condition, upon the achievement of performance at the “target” (100%) level, each executive will vest in 505,789 shares (the “Target Share Amount”), with proportional increases for performance at the “maximum” (200%) and “super maximum” (300%) levels. Without duplicating any performance achievement, linear interpolation will be applied if performance falls between two levels—performance will be measured on a quarterly basis and on the final day of the relevant performance period (based on a ninety (90) day VWAP during such quarter) and the applicable number of PSUs will vest on the last day of such quarter or the final day of the relevant performance period. Once the PSUs have vested, the shares of our common stock received must be held by the executive for a period of two years following the vesting date during which period the executives will generally be restricted from selling or transferring the vested shares (unless the PSUs vested in connection with a change in control).
Should the applicable executive’s employment with us be terminated by us for cause or by the executive without good reason, all unvested PSUs will be forfeited. Should the applicable executive’s employment with us be terminated by us without cause, by the executive with good reason, or due to the executive’s death or disability, all unvested PSUs will vest at the “super maximum” level of performance, subject to the execution and non-revocation by the executive of a release of claims in favor of us. Upon a change in control, all unvested PSUs will vest at the “super maximum” level of performance and convert into time-based awards that vest on January 1, 2030, subject to the executive’s continued employment, and will fully vest in the event of a termination by us without cause, by the executive with good reason, or due to the executive’s death or disability.

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Market Capitalization-Related PSUs
The number of market capitalization PSUs that will vest in each executive will be determined based on the achievement of the corresponding Market Capitalization Growth (as defined below) level set forth in the table below as measured at any point during the period commencing on the one year anniversary of the Grant Date, November 2, 2025, and ending on the four (4) year anniversary of the Grant Date, November 2, 2029. The Market Capitalization Growth measures our market capitalization growth over the market capitalization over the average volume weighted market capitalization between October 1, 2024, the month in which the Committee began its consideration of the Special Awards, and October 29, 2025, the last full trading day prior to the Grant Date, which was approximately $2.228 billion (the “Reference Market Capitalization”). The number of PSUs shown at each performance level (“target,” “maximum,” and “super maximum”) represents the total cumulative number of PSUs eligible to vest at that level inclusive of PSUs earned at the prior levels.
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Level of Performance
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Market Capitalization Growth
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Number of PSUs That Vest

Target
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180%
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100% of Target Share Amount

Maximum
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247%
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200% of Target Share Amount

Super Maximum
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314%
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300% of Target Share Amount

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“Market Capitalization Growth” means, as of any given measurement date, an amount (expressed as a percentage) equal to (a) one hundred (100) multiplied by (b) the quotient the Market Capitalization and the Reference Market Capitalization.
“Market Capitalization” means, as of any given measurement date, the product of (x) the VWAP per share of the Company’s common stock for the ninety (90) consecutive trading days immediately preceding (and including) such measurement date (as quoted on the Nasdaq stock exchange) and (y) the number of shares of the Company’s common stock outstanding as of such measurement date.
ABTC-Related PSUs
The number of ABTC-related PSUs that will vest in each executive will be determined based on the achievement of the corresponding ABTC Stake (as defined below) level set forth in the table below as measured at any point during the period commencing on December 3, 2026, the three month anniversary of the date on which the lock-up applicable to ABTC shares held by us expires, and ending on the four year anniversary of the Grant Date. T he number of PSUs shown at each performance level (“ target, ” “ maximum, ” and “ super maximum ”) represents the total cumulative number of PSUs eligible to vest at that level inclusive of PSUs earned at the prior levels .
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Level of Performance
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Hut's ABTC Stake
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Number of PSUs That Vest

Target
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$1 billion
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100% of Target Share Amount

Maximum
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$1.5 billion
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200% of Target Share Amount

Super Maximum
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$2 billion
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300% of Target Share Amount

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“ABTC Stake” means the product of (x) the VWAP per share (as quoted on the Nasdaq stock exchange) of American Bitcoin common stock measured over a rolling ninety (90) consecutive trading day period during the performance period and (y) the total number of shares of American Bitcoin common stock held by us as of the Grant Date less any such shares that are sold or otherwise distributed or disposed of by us as of the applicable measurement date. Each ABTC Stake performance level shall be reduced by (1) the fair market value, as determined by our Board of Directors, of the aggregate consideration, including any cash or other property, received by us in respect of the sale of ABTC common stock by us during the performance period and (2) the value of American Bitcoin common stock distributed to our stockholders by us based on the VWAP per share for the ninety (90) consecutive trading days immediately preceding (and including) the distribution date (as quoted on the Nasdaq stock exchange).
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Item 6. Exhibits

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Exhibit
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Incorporated by Reference

Number
    
Description
    
Form
    
Exhibit
    
Filing Date

3.1
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Amended and Restated Certificate of Incorporation of Hut 8 Corp.
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8-K
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3.1
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12/01/2023

3.2
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Amended and Restated Bylaws of Hut 8 Corp.
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8-K
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3.2
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12/01/2023

10.1
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Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated as of August 1, 2025, between Hut 8 Mining Corp. and Coinbase Credit, Inc.
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10.2*
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Credit Agreement, dated as of August 25, 2025, between Hut 8 MB One LLC, Hut 8 Mining Corp. and Two Prime Lending Limited
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8-K
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10.1
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8/29/2025

31.1
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Certification of Principal Executive Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1**
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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
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101
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Inline Interactive Data File
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104
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Cover Page Interactive Data File
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*
Pursuant to Item 601(b)(10), as applicable, of Regulation S-K, certain portions of this exhibit were redacted. Hut 8 Corp. hereby agrees to furnish a copy of any redacted information to the SEC upon request.

**
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 Quarterly Report), irrespective of any general incorporation language contained in such filing.

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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.

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Dated: November 4, 2025
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HUT 8 CORP.

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By:
/s/ Sean Glennan

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Sean Glennan

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Principal Financial Officer and Authorized Signatory

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