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● Reenergization of Drumheller Site. In March 2026, our site in Drumheller, Alberta was reenergized in anticipation of the delivery and deployment of ~11,298 Bitcoin miners from American Bitcoin, representing ~3.05 exahash per second (“EH/s”) at ~13.5 joules per terahash (“J/TH”). The site, which previously mined Bitcoin, had been non-operational since March 2024 due to elevated energy costs and underlying voltage issues impacting profitability. The delivery and deployment of the Bitcoin miners was completed in April 2026, increasing American Bitcoin’s total owned fleet capacity from ~25.0 to ~28.1 EH/s while improving overall portfolio efficiency from ~16.3 to ~16.0 J/TH. The decision to reenergize was based on an improvement in power pricing in Alberta along with cost-efficient path to fix the previous voltage issues and a path to an attractive commercial agreement with American Bitcoin.
● Far North Sale. In February 2026, we completed the divestiture of our Far North joint venture (the “Far North JV”) with Macquarie Group Limited (“Macquarie”), consisting of four power generation assets in Ontario, Canada totaling approximately 310 MW of capacity. The assets had been classified as held for sale as of December 31, 2025. Upon closing, we recognized a gain of $33.6 million, net of transaction fees. Total proceeds were $75.4 million (C$105.1 million), which were used to settle a $27.9 million (C$38.9 million) lease liability related to equipment at Iroquois Falls, inclusive of indirect taxes, and fund a $10.0 million (C$13.9 million) buyout of the non-controlling interest.

Key Factors Affecting Our Performance
Power constraints
Access to energy is a key factor affecting our ability to meet growing demand for high performance computing (“HPC”), artificial intelligence (“AI”), and application specific integrated circuit (“ASIC”) compute 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.
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 data centers that support specialized 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 technology 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, and management in 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.
Price of Bitcoin
While we are migrating towards less volatile, lower cost-of-capital businesses, such as data centers, our current financials remain heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. Our exposure is driven primarily by the Bitcoin held on our consolidated balance sheet, including Bitcoin held directly by us and American Bitcoin in our respective strategic reserves. In addition, our consolidated results reflect American Bitcoin’s activities as a Bitcoin accumulation platform and its strategy of purchasing and holding Bitcoin. Lastly, we generate revenue from Bitcoin rewards that are earned through mining operations at our facilities, the majority of which are conducted through American Bitcoin.

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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 Bitcoin prices may impact our consolidated financial performance, including mark-to-market adjustments on Bitcoin, but does not reflect changes in our core operating performance.

Bitcoin network difficulty and hashrate
Our consolidated business is not only impacted by the volatility in Bitcoin prices, but American Bitcoin is also affected by increases in the competition for Bitcoin production, specifically for ASIC compute. 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.
Key Performance Indicators
In addition to our financial results and generally accepted accounting principles in the United States of America (“GAAP”) financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions. Certain Key Performance Indicators for the prior period were reclassified to align with updated definitions.
The following table presents our key performance indicators for the three months ended March 31, 2026 and 2025.

As of

March 31,

2026

2025

Energy Capacity Under Diligence

4,345 MW

7,890 MW

Energy Capacity Under Exclusivity

1,500 MW

2,613 MW

Energy Capacity Under Development

1,230 MW

— MW

Energy Capacity Under Construction

330 MW

205 MW

Energy Capacity Under Management

710 MW

815 MW

Energy Capacity Under Diligence
Energy Capacity Under Diligence represents sites identified for large-load use cases such as AI, HPC, ASIC compute, industrial applications such as next generation manufacturing, and other energy-intensive technologies. At this stage, we assess site potential by engaging with utilities, landowners, power generators, local, state and regulatory bodies, and other stakeholders to evaluate 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 March 31, 2026, was 4,345 MW compared to 7,890 MW as of March 31, 2025. The net decrease reflects both the advancement of certain sites into other development categories and the removal of sites that no longer met our strategic, commercial, infrastructure, or regulatory criteria.

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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 that prevents the sale of designated land and power capacity to another party 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 March 31, 2026 was 1,500 MW compared to 2,613 MW as of March 31, 2025. The net decrease reflects both the advancement of certain sites into other development categories and the removal of sites that no longer met our strategic, commercial, infrastructure, or regulatory criteria.
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, advancing site design and infrastructure 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 March 31, 2026 was 1,230 MW compared to 0 MW as of March 31, 2025. The growth was driven by an increase of 1,230 MW in capacity advancing from exclusivity to development, including two sites in Texas totaling 1,180 MW, and one 50 MW site in Illinois.
Energy Capacity Under Construction
Energy Capacity Under Construction represents sites where we have executed a definitive offtake or other commercial agreements and commenced construction activities. This stage includes oversight of contractors, equipment delivery, and commissioning schedules to ensure projects are completed safely, on time, and within budget. Progress at this stage is closely monitored to manage capital deployment and align project delivery with customer timelines and market demand. Energy capacity under construction as of March 31, 2026 was 330 MW related to the River Bend site compared to 205 MW as of March 31, 2025, related to the Vega site which was energized and moved to Energy Capacity Under Management in June 2025.
Energy Capacity Under Management
Energy Capacity Under Management comprises all power-related assets, including power generation, managed services, ASIC and Central Processing Unit (“CPU”) infrastructure, ASIC compute, traditional cloud, and non-operational sites. Management uses this metric to assess total energy capacity utilization across our operations and to support efficient resource allocation. Energy Capacity Under Management was 710 MW as of March 31, 2026, compared to 815 MW as of March 31, 2025. The decrease was primarily driven by the divesture of the Far North JV in February 2026, which consisted of four power generation assets in Ontario totaling approximately 310 MW, partially offset by the energization of our 205 MW Vega site in June 2025.
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 loss, adjusted for impacts of interest expense, income tax benefit, depreciation and amortization, our share of unconsolidated joint venture depreciation and amortization, foreign exchange loss or gain, loss on sale of property and equipment, gain on derivatives, loss or gain on other financial liability, gain on warrant liability, gain on sale of Far North JV, net of transaction costs, the removal of non-recurring transactions, asset contribution costs, 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.

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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.
Net 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
In February 2026, we completed the divestiture of the Far North JV, and accordingly no longer generate revenue from these assets. We previously generated revenue from our 80.1% interest in the Far North JV, which acquired the four natural gas power plants in Ontario, Canada in February 2024. The power generation facilities are connected to the Independent Electricity System Operator, which operates Ontario’s power grid, and primarily generated revenue from capacity and electricity sales. Revenue generated from capacity and electricity sales was variable and depended on several factors, including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas.
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 : utilities 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 March 31, 2026, 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 other services for American Bitcoin’s mining operations. These operations are 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
Under our ASIC infrastructure 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 infrastructure 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.
Starting April 1, 2025, we began operating as the exclusive provider of ASIC infrastructure services to American Bitcoin via the execution of a Master Colocation Services Agreement (“CSA”). Under the CSA, we provide ASIC infrastructure 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 infrastructure services to American Bitcoin under the CSA.
Through our Hut 8 Canada business, we provide data center and cloud infrastructure services, including colocation solutions, supported by approximately 3 MW of energy capacity and more than 36,000 square feet of geo-diverse data center space across five locations in Canada. These services support customers operating compute, storage, and network workloads across traditional enterprise, B2B, machine learning, visual effects, and AI. Our CPU infrastructure offering is delivered in Mississauga, Ontario; Vaughan, Ontario; Kelowna, British Columbia; and two locations in Vancouver, British Columbia. The facilities are powered predominately by emission-free energy sources. This segment serves computing needs unrelated to ASIC Compute. These data centers are carrier neutral with network diversity and redundancy from multiple telecommunications providers.
Our CPU infrastructure business is based on a fixed-fee model. Customers pay a fixed recurring monthly fee based on a set amount of resources assigned.
We are expanding our Digital Infrastructure platform to support AI and other high-performance computing workloads through purpose-built data centers, beginning with the development of our River Bend campus in Louisiana and our Beacon Point campus in Texas.
Compute

Our Compute segment comprises operating businesses that deploy and monetize compute assets across next-generation energy-intensive technology end markets. We generate revenue through the operation of owned compute infrastructure and the provision of compute-based services, with economics driven by hardware utilization, operating efficiency, and market demand. The Compute business segment consists of ASIC Compute, Traditional Cloud, and AI Cloud.

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ASIC Compute
The ASIC Compute segment reflects revenue generated primarily by American Bitcoin.
Our ASIC Compute business spanned six sites as of March 31, 2026, which are primarily occupied by American Bitcoin miners and hosted at facilities supported by our ASIC Infrastructure:
● five 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), (4) Vega (Amarillo, Texas), and (5) Drumheller (Drumheller, Alberta); and
● one site that we own through a 50% joint venture, King Mountain (McCamey, Texas).

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 ASIC Compute operations.
On March 31, 2025, we launched American Bitcoin. Beginning April 1, 2025, ASIC Compute 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, American Bitcoin entered into an On-Rack Sales and Purchase Agreement (the “2025 ABTC Bitmain Purchase Agreement”) with Bitmain 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. Concurrently with the execution of the 2025 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. 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. The Bitcoin pledged under the 2025 ABTC Bitmain Purchase Agreement has a redemption period of approximately 24 months from each pledge date.
In March 2026, our site in Drumheller, Alberta was reenergized in anticipation of the delivery and deployment of approximately 11,298 Bitcoin miners from American Bitcoin, representing approximately 3.05 EH/s at approximately 13.5 J/TH, for a total purchase price of $49.4 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. The delivery and deployment of these Bitcoin miners was completed in April 2026, increasing American Bitcoin’s total owned fleet capacity from approximately 25.1 to approximately 28.1 EH/s while improving overall portfolio efficiency from approximately 16.3 to approximately 16.0 J/TH. The Bitcoin pledged for this purchase has a redemption period of approximately 24 months from the applicable pledge date. American Bitcoin may elect to extend the pledge period for an additional 12 months.
Traditional Cloud
Our Traditional Cloud segment reflects revenue generated by Hut 8 Canada. Traditional 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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AI Cloud
Our AI Cloud 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 contracts where customers pay for access to graphics processing units (“GPU”) compute resources under on-demand or committed-use arrangements.

Other

Our Other reporting segment included activities that fall outside the scope of our Power, Digital Infrastructure, and Compute layers.

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 fees, 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 March 31, 2026 and 2025

Three Months Ended

March 31,

Increase

(in USD thousands)
2026
2025

(Decrease)

Revenue:

Power

$
3,740

$
4,380

$
(640)

Digital Infrastructure

1,303

1,317

(14)

Compute

65,974

16,118

49,856

Total revenue

71,017

21,815

49,202

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

Cost of revenue – Power

2,107

3,628

(1,521)

Cost of revenue – Digital Infrastructure

1,546

1,559

(13)

Cost of revenue – Compute

21,895

13,472

8,423

Total cost of revenue

25,548

18,659

6,889

Operating expenses:

Depreciation and amortization

38,442

14,899

23,543

General and administrative expenses

81,740

21,059

60,681

Loss on digital assets

295,657

112,394

183,263

Loss on sale of property and equipment

—

2,454

(2,454)

Total operating expense

415,839

150,806

265,033

Operating loss

(370,370)

(147,650)

(222,720)

Other income (expense):

Foreign exchange (loss) gain

(2,720)

(2,729)

Interest expense

(9,243)

(7,469)

(1,774)

Asset contribution costs

—

(22,780)

22,780

Gain on derivatives

40,817

20,862

19,955

(Loss) gain on other financial liability

(661)

1,139

(1,800)

Gain on warrant liability

—

Gain on sale of Far North JV, net of transaction costs

33,601

—

33,601

Equity in earnings of unconsolidated joint venture

6,430

1,365

5,065

Total other income (expense)

68,293

(6,874)

75,167

Net loss before taxes

(302,077)

(154,524)

(147,553)

Income tax benefit

48,942

20,205

28,737

Net loss

$
(253,135)

$
(134,319)

$
(118,816)

Less: Net loss attributable to non-controlling interests

33,286

430

32,856

Net loss attributable to Hut 8 Corp.

$
(219,849)

$
(133,889)

$
(85,960)

Net loss

$
(253,135)

$
(134,319)

$
(118,816)

Other comprehensive (loss) income:

Foreign currency translation adjustments

(9,310)

1,187

(10,497)

Total comprehensive loss

(262,445)

(133,132)

(129,313)

Less: Comprehensive loss attributable to non-controlling interest

33,281

431

32,850

Comprehensive loss attributable to Hut 8 Corp.

$
(229,164)

$
(132,701)

$
(96,463)

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Adjusted EBITDA reconciliation:

Three Months Ended

March 31,
Increase

(in USD thousands)

2026
2025
(Decrease)

Net loss

$
(253,135)

$
(134,319)

$
(118,816)

Interest expense

9,243

7,469

1,774

Income tax benefit

(48,942)

(20,205)

(28,737)

Depreciation and amortization

38,442

14,899

23,543

Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1)

2,159

5,485

(3,326)

Foreign exchange loss (gain)

2,720

(9)

2,729

Loss on sale of property and equipment

—

2,454

(2,454)

Gain on derivatives

(40,817)

(20,862)

(19,955)

Loss (gain) on other financial liability

661

(1,139)

1,800

Gain on warrant liability

(69)

—

(69)

Gain on sale of Far North JV, net of transaction costs

(33,601)

—

(33,601)

Non-recurring transactions (2)

—

1,485

(1,485)

Asset contribution costs

—

22,780

(22,780)

Loss attributable to non-controlling interest

21,953

473

21,480

Stock-based compensation expense

50,874

3,793

47,081

Adjusted EBITDA

$
(250,512)

$
(117,696)

$
(132,816)

(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 Loss in accordance with ASC 323. See Note 8. Investment in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements for further detail.

(2)
There were no non-recurring transactions for the three months ended March 31, 2026. Non-recurring transactions for the three months ended March 31, 2025 represent approximately $1.5 million of restructuring costs and ABTC related transaction costs.

Revenue
Total revenue was $71.0 million and $21.8 million for the three months ended March 31, 2026, and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power revenue was $3.7 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively. This $0.7 million decrease was primarily driven by a $0.7 million decrease in electricity sales resulting from the sale of Far North JV in February 2026, compared to a full quarter of Far North JV activity in 2025.
Digital Infrastructure
Digital Infrastructure revenue was $1.3 million for both the three months ended March 31, 2026, consistent with prior period.
Compute
Compute revenue was $66.0 million and $16.1 million for the three months ended March 31, 2026 and 2025, respectively, representing an increase of $49.9 million. The increase was primarily driven by higher ASIC Compute revenue, reflecting an increase in Bitcoin mined from approximately 135 to approximately 817, partially offset by a decrease in average revenue per Bitcoin mined from approximately $91,512 to approximately $76,077. The increase in Bitcoin mined was primarily attributable to improved uptime following the fleet upgrade completed in April 2025 at the Salt Creek and Medicine Hat locations, as well as the commencement of ASIC Compute operations at the Vega site in August 2025.
Cost of Revenue
Total cost of revenue was $25.5 million and $18.7 million for the three months ended March 31, 2026 and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.

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Power
Power cost of revenue was $2.1 million and $3.6 million for the three months ended March 31, 2026 and 2025, respectively. The $1.5 million decrease was primarily driven by lower electricity sales of $1.8 million following the divestiture of the Far North JV in February 2026, partially offset by a $0.3 million increase in Managed Services cost of revenue.
Digital Infrastructure
Digital Infrastructure cost of revenue was $1.5 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The cost of revenue was consistent.
Compute
Compute cost of revenue was $21.9 million and $13.5 million for the three months ended March 31, 2026 and 2025, respectively. This $8.4 million increase was primarily driven by (i) an $8.0 million increase in ASIC Compute costs due to higher uptime as a result of the fleet upgrade that was completed in April 2025 at the Salt Creek and Medicine Hat sites, as well as the energization of the Vega site in June 2025, and (ii) a $0.4 million increase in AI Cloud costs.
Depreciation and Amortization
Depreciation and amortization expense was $38.4 million and $14.9 million for the three months ended March 31, 2026 and 2025, respectively. This $23.5 million increase was primarily driven by $19.9 million of higher depreciation on American Bitcoin’s ASIC miners as a result of the fleet upgrade that was completed in April 2025 at our Salt Creek and Medicine Hat sites, as well as American Bitcoin’s purchase of the Bitmain Miners at the Vega site in August 2025, and $6.2 million of depreciation of our mining infrastructure and related machinery and equipment related to the construction and energization of our Vega site in June 2025. These increases were partially offset by a decrease in depreciation of power plant assets as they were sold in the Far North JV sale in February 2026.
General and Administrative Expenses
General and administrative expenses were $81.7 million and $21.1 million for the three months ended March 31, 2026 and 2025, respectively. This $60.6 million increase was primarily driven by (i) a $47.1 million increase in share based payments related expense, (ii) a $7.0 million increase in salary and benefit expenses due to added headcount to support our growth initiatives, (iii) a $4.2 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth plan, and (iv) a $1.9 million increase in insurance expenses primarily due to the increase in our asset base. These increases were partially offset by a $1.3 million decrease in transaction costs related to the merger between Gryphon Digital Mining, Inc. and American Bitcoin, which closed in September 2025.
Loss on Digital Assets
Losses on digital assets were $295.7 million and $112.4 million for the three months ended March 31, 2026 and 2025, respectively. The unfavorable variance was primarily driven by a larger decrease in the price of Bitcoin in the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. In the three months ended March 31, 2026, Bitcoin price declined from approximately $87,498 to approximately $68,222. In the three months ended March 31, 2025, Bitcoin price declined from approximately $93,354 to approximately $82,534.

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Other Income (Expense)
Other income was $68.3 million for the three months ended March 31, 2026, compared to other expense of $6.9 million for the three months ended March 31, 2025. This $75.2 million increase was primarily driven by (i) a $33.6 million gain related to the sale of Far North Power Corp, (ii) a $22.8 million decrease in asset contribution costs related to non-controlling interest portion of our March 31, 2025 contribution of substantially all of our ASIC miners in exchange for 80% of American Data Centers Inc., as part of the launch of American Bitcoin, (iii) a $20.0 million increase in the gains on derivatives due to an increase in pledged Bitcoin for miner purchases at American Bitcoin, (iv) a $5.1 million increase in equity in earnings of unconsolidated joint venture. These gains were partially offset by (i) a $2.7 million increase in foreign exchange loss, (ii) a $1.8 million increase in interest expense due to higher average outstanding debt, and (iii) a $1.8 million decrease in gain on other financial liability.
Income Tax Benefit
Our income tax benefit was $48.9 million and $20.2 million for the three months ended March 31, 2026 and 2025, respectively. This $28.7 million increase was primarily driven by deferred taxes related to the losses on digital assets and the valuation allowance recognized in the three months ended March 31, 2025.

King Mountain JV
The King Mountain JV is a 50/50 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.
As of March 31, 2026, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 52,159 miners (about 11.22 EH/s) for a single hosting customer at its 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 8. Investment in unconsolidated joint venture and Note 9. Loans, notes payable, and other financial liabilities to the Unaudited Condensed 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 months ended March 31, 2026 and March 31, 2025.

Condensed Consolidated Income Statement

Three Months Ended

March 31,

(in USD thousands)

2026

2025

Total revenue, net

$
30,921

$
33,913

Gross profit

14,102

14,833

Net income (loss)

9,374

(756)

Net income (loss) attributable to investee

4,687

(378)

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.

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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

March 31,

(in USD thousands)
2026

2025

Net income (loss)
$
9,374

$
(756)

Depreciation and amortization
4,318
15,706

Interest income

(416)

(975)

Adjusted EBITDA
$
13,276

$
13,975

Liquidity and Capital Resources
Our primary sources of liquidity include cash and cash equivalents, debt facilities, Bitcoin held on our balance sheet, equity issuances, senior secured notes, and cash flows from operations. We have secured significant project-level financing, including the $3.25 billion senior secured notes issued by a wholly-owned subsidiary of ours in April 2026 to fund development at our River Bend campus, and maintain relationships with established capital providers to support our development initiatives and infrastructure buildouts.
Historically, our primary cash needs have been for working capital to support growth initiatives, including infrastructure purchases and development, acquisitions, and equipment financing, including the purchase of additional Bitcoin miners. Going forward, we will continue to prioritize infrastructure development while our ASIC compute operations will mainly be conducted through American Bitcoin, our consolidated subsidiary. In addition to equipment financing for the purchase of additional Bitcoin miners, American Bitcoin’s primary cash needs are to support its Bitcoin accumulation efforts, including at-market purchases of Bitcoin. Our infrastructure development needs include the development of our River Bend and Beacon Point facilities, each of which is expected to require a multi-billion-dollar capital investment.

As of March 31, 2026, we had access to $200.0 million from the Two Prime Credit Agreement. We did not draw on this facility during the three months ended March 31, 2026.

In May 2026, we entered into a $200.0 million Bitcoin-collateralized term loan with FalconX, maturing in April 2027 and bearing a fixed interest rate of 7.00%. The facility is structured with an initial collateral ratio of 143%, with margin call and liquidation thresholds at 130% and 105%, respectively. The loan includes a prepayment option after six months without penalty, while early repayment prior to that period is subject to a 0.125%–0.25% fee depending on the circumstances. Proceeds from the facility were used to pay off our loan with Coinbase, which bore a 9.00% interest rate and has since been terminated.

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. As of March 31, 2026 we issued and sold 6,121,993 shares under the 2025 ATM for gross proceeds of $304.3 million at a weighted average issuance price of $49.71 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 March 31, 2026, American Bitcoin issued and sold 149,553,691 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $351.5 million at a weighted average issuance price per share of $2.35.

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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, access public and private capital markets, 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 operations, Bitcoin held on our consolidated balance sheet, and other financing sources will be sufficient to meet our anticipated short-term liquidity requirements. For the construction of our River Bend and Beacon Point data center facilities, we expect to fund capital expenditures through a combination of cash and Bitcoin on hand, as well as project level financing (including, in the case of River Bend, the recently completed bond issuance). Over the long term, we expect to rely on access to public and private capital markets to fund growth initiatives not supported by operating cash flows, cash on hand, Bitcoin holdings, or available debt and project-level financing.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Three Months Ended

March 31,

(in USD thousands)
2026

2025

Cash flows used in operating activities

$
(27,222)

$
(33,849)

Cash flows used in investing activities

(51,172)

(58,236)

Cash flows provided by financing activities

190,997

115,519

Operating Activities
Net cash used in operating activities was $27.2 million for the three months ended March 31, 2026, resulting from a net loss of $253.1 million, offset by the deduction of non-cash adjustments of $204.2 million and favorable changes in assets and liabilities of $21.7 million. Net cash used in operating activities was $33.8 million for the three months ended March 31, 2025, resulting from net loss of $134.3 million, offset by non-cash adjustments of $107.8 million and unfavorable changes in assets and liabilities of $7.3 million.
Investing Activities
Net cash used in investing activities totaled $51.2 million for the three months ended March 31, 2026, primarily consisting of (i) $61.3 million in Bitcoin purchases at American Bitcoin, (ii) $36.6 million in property and equipment purchases, and (iii) $16.8 million in deposits made for future site purchases, development, and capital expenditures. These outflows were partially offset by $63.6 million in proceeds from the sale of the Far North JV. Net cash used in investing activities totaled $58.2 million for the three months ended March 31, 2025, primarily consisting of $63.3 million in property and equipment purchases, and $0.9 million in additions to intangible assets. These outflows were partially offset by $3.4 million in proceeds from Bitcoin sales and $2.6 million in proceeds from the sale of property and equipment.
Financing Activities
Net cash provided by financing activities was $191.0 million for the three months ended March 31, 2026, primarily consisting of $120.1 million in net proceeds from the issuance of common stock through our 2025 ATM, and $110.5 million in net proceeds from the issuance of American Bitcoin’s Class A common stock through the American Bitcoin 2025 ATM. These inflows were partially offset by (i) $20.8 million in repayment of finance lease related to the settlement of a finance lease obligation in connection with the sale of the Far North JV, (ii) $9.9 million in cash paid to buyout the non-controlling interest of Far North JV, (iii) $8.0 million in repayment of loans payable, and (iv) $0.9 million in principal payments on financial lease. Net cash provided by financing activities was $115.5 million for the three months ended March 31, 2025, primarily consisting of $112.0 million in net proceeds from the issuance of common stock through our 2024 ATM and $3.5 million in proceeds from funding in relation to our AI Cloud business segment.

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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, as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis and base them on historical experience and other factors we believe to be reasonable under the circumstances. Because these estimates involve judgments about future events and are inherently uncertain, actual results may differ materially from those estimates. Changes in these estimates or assumptions could have a material impact on our results of operations, financial position, and statement of cash flows.
While our significant accounting policies are described in more detail in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements , included elsewhere in this Quarterly Report, we believe the following accounting policies and estimates are most critical to understanding and evaluating this management discussion and analysis:
Digital Assets
Accounting for digital assets requires significant judgment, including classification, measurement, presentation, and the determination of fair value. Digital assets pledged as collateral, including under arrangements with Bitmain, require additional judgment in evaluating the appropriate accounting treatment, including whether such assets remain recognized on our Consolidated Balance Sheets. Pledged digital assets remain recognized because we retain ownership and continue to be exposed to changes in market value.

Stock-Based Compensation

We recognize compensation expense for all stock-based payment awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards. For more complex performance awards, including awards with market-based performance conditions, we employ a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to, the expected stock price volatility over the term of the award, the risk-free rate, and dividend yield, if any.

Finite-Lived Intangible Assets

We evaluate the useful lives of our intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Finite-lived intangible assets are amortized over their estimated useful lives and evaluated for impairment at least annually, or when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Determining useful lives and assessing recoverability require management judgment and the use of estimates, including assumptions regarding future cash flows and economic conditions. Changes in these assumptions could materially affect amortization expense or result in impairment charges in future periods.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Tariff Risk

Changes in government and economic policies, incentives, trade regulations, or tariffs may have a material impact on equipment that we import. While the final scope, timing, and application of recently announced or proposed changes in U.S. trade policy remain uncertain, increases in tariffs on imported equipment, as well as the potential imposition of retaliatory tariffs by foreign jurisdictions, could materially increase our equipment and infrastructure costs or limit the availability of certain components. Such developments could adversely affect our ability to procure equipment on a timely basis or at cost-effective levels, which in turn may impact project timelines, capital expenditures, and operating margins. We continuously monitor developments in trade policy and may adjust our procurement strategies, sourcing arrangements, or deployment plans in response to such changes; however, there can be no assurance that such actions will fully mitigate the impact of adverse tariff or trade policy developments.

Foreign Exchange Risk

Foreign exchange risk arises from fluctuations in currency exchange rates that impact our results of operations, financial position, and cash flows. A portion of our operations is conducted through Hut 8 Canada, and we incur operating expenses, capital expenditures, and other costs denominated primarily in Canadian dollars, while our reporting currency is the U.S. dollar. In addition, a significant portion of our Bitcoin holdings are held by our Canadian subsidiary.

Changes in the U.S. dollar and Canadian dollar exchange rate may affect the U.S. dollar value of our operating costs, capital expenditures, intercompany balances, and the translation of the financial results and Bitcoin holdings of Hut 8 Canada into U.S. dollars for financial reporting purposes. Adverse movements in foreign exchange rates could increase our costs or reduce reported revenues, asset values, and earnings. While we may seek to manage foreign exchange exposure through operational strategies from time to time, we do not currently engage in foreign currency hedging activities and therefore remain exposed to fluctuations in exchange rates.

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 March 31, 2026, we held approximately 16,332 Bitcoin, comprising approximately 9,311 Bitcoin held by Hut 8 and approximately 7,021 Bitcoin held by American Bitcoin. Based on a fair value of approximately $68,222 per Bitcoin, the aggregate fair value of these holdings as of March 31, 2026 was approximately $1.11 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 .

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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 three months ended March 31, 2026. 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. In addition, we are exposed to credit risk associated with the creditworthiness of our customers and other counterparties, as non-performance or financial deterioration of these parties could adversely impact cash flows and liquidity.
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 9. Loans, notes payable, and other financial liabilities to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

We also earn interest income on the cash balances at variable rates. Changes in the short-term interest rates are not expected to have a material impact on the fair value of our cash balances.

We may enter into project-level financing arrangements that include floating rate components, including rates based on a Secured Overnight Financing Rate benchmark. To the extent that we enter into such arrangements, our exposure to interest rate variability could increase. We may seek to manage a portion of this exposure through the use of financial hedging instruments; however, such instruments may not be available on acceptable terms, may not be effective in mitigating interest rate risk, or may introduce additional risks.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this report.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026 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 18. Commitments and contingencies to our Unaudited Condensed Consolidated Financial statements included elsewhere in this Quarterly Report, which is incorporated herein by reference.

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

As of the date of this Quarterly Report, 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 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
None.

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
FalconX L o a n A gr e ement
On May 1, 2026 (the “Loan Effective Date”), Hut 8 Mining Corp., a British Columbia corporation and a wholly-owned subsidiary of the Company (the “Borrower”), entered into a master lender agreement and associated term sheet (collectively, the “Credit Agreement”) by and among the Borrower, as borrower and FalconX Charlie, Inc. (the “Lender”), as lender.

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The Credit Agreement provides for a prepayable term loan of $200.0 million. Amounts borrowed under the Credit Agreement will bear interest at a rate equal to 7.00% per annum. The term loan will mature on April 30, 2027 (the “Maturity Date”). The Borrower may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time six (6) months after the Loan Effective Date. Any amount prepaid prior to six (6) months after the Loan Effective Date will be subject to an early prepayment fee of 0.125% or 0.25% of the amounts prepaid depending on the reason for such prepayment.
The funds made available pursuant to the Credit Agreement are expected to be used for general corporate purposes. The Borrower’s obligations under the Credit Agreement are secured by its interest in certain Bitcoin (the “Collateral”) held in the custody of BitGo Bank & Trust, National Association (the “Custodian”) and Lender’s recourse under the Credit Agreement is limited to the Collateral subject to customary exceptions for fraud and willful malfeasance of the Borrower.
If the ratio between the fair value of the Collateral and the aggregate principal amount outstanding under the term loan (the “Actual Collateral Ratio”) at any time during the term is less than 130%, Lender shall have the right to require the Borrower by way of a margin call to provide the Lender with additional collateral to cause the Actual Collateral Ratio to be equal to 143% after taking into account the additional collateral. The Credit Agreement also establishes a 105% minimum collateral threshold, below which the Lender may, following required margin notifications and subject to defined contractual parameters, declare an event of default and liquidate pledged collateral to satisfy outstanding obligations.
The Borrower has the right to request that a portion of the Collateral be released by the Custodian if the Actual Collateral Ratio is equal to or greater than 163% for a continuous period of thirty (30) days or more, such that the Actual Collateral Ratio is equal to 143% after taking into account the release of Collateral.
The Custodian does not have any right to lend, pledge, hypothecate or re-hypothecate the posted Collateral. If certain events of default as defined in the Credit Agreement occur, Lender may exercise all of the rights, powers and remedies in respect of the Collateral of a secured party under applicable law, including, without limitation, the right to use the Collateral to satisfy payments outstanding, transfer the Collateral into Lender’s operating account, and sell, assign, or otherwise dispose of the Collateral.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

Exhibit

Incorporated by Reference

Number
Description
Form
Exhibit
Filing Date

3.1

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

3.2

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

10.1

Amendment No 1. to the Controlled Equity Offering SM Sales Agreement, dated February 25, 2026, by and among the Company and Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., Virtu Americas LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., Virtu Canada Corp. and Canaccord Genuity Corp.
8-K
1.1
02/25/2026

10.2*

Master Lending Agreement, dated as of May 1, 2026, between Hut 8 Mining Corp. and FalconX Charlie, Inc.

31.1

Certification of Principal Executive Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Principal Executive Officer and Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Inline Interactive Data File.

104

Cover Page Interactive Data File.

*
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.
Dated: May 6, 2026
HUT 8 CORP.

By:
/s/ Sean Glennan

Sean Glennan
Principal Financial Officer and Authorized Signatory