Aktieanalys – källarkiv Uppdaterad 2026-08-06T07:16:39Z

SEC EDGAR · 10-Q

10-Q – 2026-08-04 – hut-20260630x10q.htm

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Omsättning
  • Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ​
  • Deferred revenue | ​
  • Revenue: | ​
  • Total revenue | ​
  • Cost of revenue (exclusive of depreciation and amortization shown below): | ​
  • Cost of revenue – Power | ​
  • Cost of revenue – Digital Infrastructure | ​
  • Cost of revenue – Compute | ​
Återkommande intäkter
  • 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. | ​
EBITDA
  • Non-GAAP Financial Measures | In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA, inclusive of digital assets mark-to-market, and Adjusted EBITDA, which are non-GAAP financial measures, to evaluate our business, measure our performance, and make strategic decisions. | Adjusted EBITDA, inclusive of digital assets mark-to-market
  • In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA, inclusive of digital assets mark-to-market, and Adjusted EBITDA, which are non-GAAP financial measures, to evaluate our business, measure our performance, and make strategic decisions. | Adjusted EBITDA, inclusive of digital assets mark-to-market | We define Adjusted EBITDA, inclusive of digital assets mark-to-market, as net income or loss adjusted for interest expense, interest income, income tax benefit or provision, depreciation and amortization, our share of depreciation and amortization from unconsolidated joint ventures, net of basis adjustments, foreign exchange loss or gain, loss or gain on the sale of property and equipment, gain or loss on derivatives, loss or gain on other financial liability, gain on warrant liability, gain on
  • Adjusted EBITDA, inclusive of digital assets mark-to-market | We define Adjusted EBITDA, inclusive of digital assets mark-to-market, as net income or loss adjusted for interest expense, interest income, income tax benefit or provision, depreciation and amortization, our share of depreciation and amortization from unconsolidated joint ventures, net of basis adjustments, foreign exchange loss or gain, loss or gain on the sale of property and equipment, gain or loss on derivatives, loss or gain on other financial liability, gain on warrant liability, gain on
  • Adjusted EBITDA | We define Adjusted EBITDA as Adjusted EBITDA, inclusive of digital assets mark-to-market, further adjusted to exclude loss or gain on digital assets attributable to Hut 8 Corp., which removes the effect of mark-to-market fluctuations of digital assets held on our balance sheet. Our digital assets are considered primarily long-term holdings, and periodic appreciation or depreciation in the fair value of such holdings does not reflect the results from our core operations.
  • Adjusted EBITDA | We define Adjusted EBITDA as Adjusted EBITDA, inclusive of digital assets mark-to-market, further adjusted to exclude loss or gain on digital assets attributable to Hut 8 Corp., which removes the effect of mark-to-market fluctuations of digital assets held on our balance sheet. Our digital assets are considered primarily long-term holdings, and periodic appreciation or depreciation in the fair value of such holdings does not reflect the results from our core operations. | How we use these measures
  • How we use these measures | Our board of directors and management team use Adjusted EBITDA, inclusive of digital assets mark-to-market, and Adjusted EBITDA to assess our financial performance as these measures allow for the comparison of 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). Adj | Limitations
  • Limitations | Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA, inclusive of digital assets mark-to-market, and Adjusted EBITDA. In evaluating these measures, you should be aware that we may incur expenses in the future that are the same as, or similar to, certain adjustments reflected in the calculation of these measures. Accordingly, the presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurri | We may modify the calculation or presentation of these measures in the future, and any such modification could be material. These measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results reported in accordance with GAAP. Because other companies, including companies in our industry, may calculate similarly titled measures differently, our non-GAAP measures may not be comparable to those reported by other compan
  • Adjusted EBITDA reconciliation: | ​
Periodens resultat
  • Net income attributable to Hut 8 Corp. | ​
  • Net income attributable to non-controlling interests | ​
  • Net income (loss) attributable to non-controlling interests | ​
  • TZRC is a two-member operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent, and operate one or more modular data centers located on or near renewable power sources for purposes of digital asset mining. The entity self-mines and provides hosting services. The Company assumed the role of property manager under a property management agreement (“PMA”) to provide day-to-day man | The Company accounts for its indirect 50 % interest in TZRC using the equity method of accounting. For the three months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was $ 3.9 million of net income and $ 0.7 million of net loss, respectively. For the six months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was $ 8.6 million of net income and $ 1.1 mill | ​
  • (1) | Calculated as the difference between the Far North JV’s, a former consolidated subsidiary that issued Penny Warrants, net income (loss) attributable to Hut 8 Corp. under ASC 260 inclusive of the impact of the Penny Warrants less the Far North JV’s net income (loss) attributable to Hut 8 Corp.
  • ​ | 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 do not reflect changes in our core operating performance. | ​
  • Adjusted EBITDA, inclusive of digital assets mark-to-market | We define Adjusted EBITDA, inclusive of digital assets mark-to-market, as net income or loss adjusted for interest expense, interest income, income tax benefit or provision, depreciation and amortization, our share of depreciation and amortization from unconsolidated joint ventures, net of basis adjustments, foreign exchange loss or gain, loss or gain on the sale of property and equipment, gain or loss on derivatives, loss or gain on other financial liability, gain on warrant liability, gain on
  • Limitations | Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA, inclusive of digital assets mark-to-market, and Adjusted EBITDA. In evaluating these measures, you should be aware that we may incur expenses in the future that are the same as, or similar to, certain adjustments reflected in the calculation of these measures. Accordingly, the presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurri | We may modify the calculation or presentation of these measures in the future, and any such modification could be material. These measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results reported in accordance with GAAP. Because other companies, including companies in our industry, may calculate similarly titled measures differently, our non-GAAP measures may not be comparable to those reported by other compan
Resultat per aktie
  • In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). ASU 2026-02 provides recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. This update is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual report | In December 2025, FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). Among other amendments to various Topics within the FASB Accounting Standards Codification, ASU 2025-12 clarifies dilutive earnings per share treatment for certain contracts that may be settled in stock or cash when a company has a loss from continuing operations. This update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting p | In September 2025, FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”). With respect to Topic 815, ASU 2025-07 refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This update is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. ASU 2025-
  • (1) | 1,000,000 stock options with market-based vest conditions that were outstanding during the three and six months ended June 30, 2025 were not included in the computation of diluted net (loss) income per share of common stock given their market-based vest conditions were not met if the reporting period end was deemed the end of the stock options’ performance period for FASB ASC Topic 260, Earnings Per Share (“ASC 260”) purposes.
Kassaflöde
  • Supplemental cash flow information: | ​
  • Interest on the River Bend Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. Scheduled principal payments commence on May 15, 2028 and continue semi-annually through maturity. The River Bend Notes may be redeemed before their par call date of May 15, 2042 at a make-whole redemption price and thereafter at 100 % of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, including a | Gross proceeds from the issuance were $ 3.25 billion and debt issuance costs were $ 54.0 million. The proceeds are being used to (1) finance a portion of the development and construction of a 245 MW critical IT capacity data center and related substation infrastructure at the Company’s River Bend site in St. Francisville, Louisiana, (2) reimburse the Company for a portion of its prior equity contributions to Hut 8 DC used to fund the project, (3) fund debt service reserves, and (4) pay fees and | The River Bend Notes are secured by first-priority liens on substantially all assets of Hut 8 DC, including the applicable project accounts, and by a pledge of the equity interests in Hut 8 DC. The River Bend Notes are obligations solely of Hut 8 DC and are not guaranteed by the Company, the tenant, or the lease guarantor.
  • Interest on the Beacon Point Notes is payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2026. Scheduled principal payments commence on May 30, 2030 and continue semi-annually through maturity. The Beacon Point Notes may be redeemed before the applicable par call date of May 30, 2042 at a make-whole redemption price and thereafter at 100 % of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, | Gross proceeds from the issuance were $ 4.25 billion and debt issuance costs were $ 46.4 million. The proceeds are being used to (1) finance the development and construction of a 352 MW critical IT capacity data center and related substation infrastructure at the Company’s Beacon Point site in Nueces County, Texas, (2) fund the debt service reserves, and (3) pay fees and expenses of the offering. The data center is leased in its entirety to a high-investment-grade company under a triple-net leas | The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, including the applicable project accounts, and by a pledge of the equity interests in Beacon Point DC. The Beacon Point Notes are obligations solely of Beacon Point DC and are not guaranteed by the parent company, the tenant, or any of their respective subsidiaries or affiliates.
  • Covered call options | As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives , from time to time, the Company has sold covered call options on Bitcoin to generate cash flow on a portion of its digital assets. In connection with these covered call options, the Company pledged Bitcoin as collateral with one of its digital asset custodians, in a quantity equal to the notional amount, for these covered call options sold. The collateral is r | Separated embedded derivative from the convertible note
Likvida medel
  • Restricted cash and cash equivalents | ​
  • 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 statemen | Cash and cash equivalents | Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash equivalents consisted of money market funds held within the project accounts described in Restricted cash and cash equivalents below. The Company had no cash equ
  • Cash and cash equivalents | Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash equivalents consisted of money market funds held within the project accounts described in Restricted cash and cash equivalents below. The Company had no cash equ | Restricted cash and cash equivalents
  • Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash equivalents consisted of money market funds held within the project accounts described in Restricted cash and cash equivalents below. The Company had no cash equ | Restricted cash and cash equivalents | Restricted cash and cash equivalents consist of cash and cash equivalents subject to restrictions on withdrawal or use under certain contractual arrangements. As of June 30, 2026, restricted cash and cash equivalents principally consisted of the net proceeds of the River Bend Notes and the Beacon Point Notes (each as defined in Note 9. Loans, notes payable, and other financial liabilities ) held in project accounts required under the respective indentures. These project accounts, including const
  • Restricted cash and cash equivalents | Restricted cash and cash equivalents consist of cash and cash equivalents subject to restrictions on withdrawal or use under certain contractual arrangements. As of June 30, 2026, restricted cash and cash equivalents principally consisted of the net proceeds of the River Bend Notes and the Beacon Point Notes (each as defined in Note 9. Loans, notes payable, and other financial liabilities ) held in project accounts required under the respective indentures. These project accounts, including const | Debt issuance costs
  • In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, assets held for sale, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. T | The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, interest payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying values of loans and notes payable and other long-term liabilities approximate fair value, unless otherwise disclosed separately, as the related interest rates approximate rates currently available to the Company. See Derivative
  • The River Bend Notes are secured by first-priority liens on substantially all assets of Hut 8 DC, including the applicable project accounts, and by a pledge of the equity interests in Hut 8 DC. The River Bend Notes are obligations solely of Hut 8 DC and are not guaranteed by the Company, the tenant, or the lease guarantor. | The indenture governing the River Bend Notes contains customary restrictive covenants and requires Hut 8 DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets.
  • The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, including the applicable project accounts, and by a pledge of the equity interests in Beacon Point DC. The Beacon Point Notes are obligations solely of Beacon Point DC and are not guaranteed by the parent company, the tenant, or any of their respective subsidiaries or affiliates. | The indenture governing the Beacon Point Notes contains customary restrictive covenants and requires Beacon Point DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets. | As of June 30, 2026, the aggregate principal balance of the Beacon Point Notes was $ 4.25 billion. Unamortized debt issuance costs were $ 46.2 million, resulting in a net carrying amount of $ 4.20 billion. The debt issuance costs are being amortized over the term of the Beacon Point Notes using the effective interest method. As of June 30, 2026, the effective interest rate on the Beacon Point Notes was 6.27 % and the estimated fair value was $ 4.30 billion, determined using Level 2 inputs. The B
Nettoskuld
  • Adjustments to reconcile net (loss) income to net cash used in operating activities: | ​
  • Net cash used in operating activities | ​
  • Net cash used in investing activities | ​
  • Net cash provided by financing activities | ​
  • Operating Activities | Net cash used in operating activities was $32.8 million for the six months ended June 30, 2026, resulting from a net loss of $430.3 million, offset by non-cash adjustments of $325.1 million and favorable changes in assets and liabilities of $72.3 million. Net cash used in operating activities was $82.6 million for the six months ended June 30, 2025, resulting from net income of $3.2 million, offset by non-cash adjustments of $62.7 million and unfavorable changes in assets and liabilities of $23. | Investing Activities
  • Investing Activities | Net cash used in investing activities totaled $635.1 million for the six months ended June 30, 2026, primarily consisting of (i) $616.2 million in property and equipment purchases, (ii) $65.3 million in Bitcoin purchases at American Bitcoin, and (iii) $18.4 million in deposits made for future site purchases, development, and capital expenditures. These outflows were partially offset by $64.8 million in proceeds from the sale of the Far North JV. Net cash used in investing activities totaled $101 | Financing Activities
  • Financing Activities | Net cash provided by financing activities was $7.6 billion for the six months ended June 30, 2026, primarily consisting of (i) $7.7 billion in gross proceeds from the issuance of senior secured notes and a term loan, including $4.25 billion from the Beacon Point Notes, $3.25 billion from the River Bend Notes, and $200.0 million from the FalconX Charlie Term Loan, (ii) $144.1 million in net proceeds from the issuance of American Bitcoin’s Class A common stock through the American Bitcoin 2025 ATM | ​
Eget kapital
  • Liabilities and stockholders’ equity | ​
  • Total Hut 8 Corp. stockholders’ equity | ​
  • ​ | In May 2026, at the election of Coatue Tactical Solutions Lending Holdings AIV 3 LP (“Coatue”), the $159.3 million outstanding principal balance of the Coatue Note was converted into 9,715,476 shares of our common stock. The conversion reduced outstanding debt by $159.3 million and increased stockholders’ equity. We also paid $1.3 million in cash for interest accrued from March 31, 2026 through the conversion date. | ​
Antal aktier
  • Weighted average number of shares of common stock outstanding: | ​
  • Net (loss) income per share attributable to common stockholders | Basic net (loss) income per share of common stock attributable to the Company is computed by dividing net (loss) income attributable to the Company, adjusted for the impact of subsidiary warrants exercisable for little or no cash consideration (“Penny Warrant(s)”) issued by a former consolidated subsidiary that was sold in February 2026, as described in Note 3. Far North JV sale , by the weighted-average number of shares of common stock outstanding during the period. | Diluted net (loss) income per share of common stock attributable to the Company is computed by giving effect to all potentially dilutive shares of common stock, including stock options, restricted stock units, deferred stock units, performance stock units, and common stock purchase warrants to the extent dilutive under the treasury-stock method, the numerator adjustment from the impact of the warrant liability assumed by a consolidated subsidiary to the extent dilutive, and potential shares of c
  • The Coatue Fund had the right to require the Company to repurchase all, but not less than all, of the convertible note upon a change of control or a delisting on a U.S. stock exchange. If the implied valuation of such event was at least $ 11.50 per share of the Company’s common stock, the mandatory redemption price would have been 150 % of the original principal amount of the convertible note (“Contingent Repurchase Right”), and if the implied valuation of such event was less than $ 11.50 per sh | Beginning on the two-year anniversary of the convertible note’s issuance and continuing until its maturity, the Company would have had the right, from time to time, to redeem all or any portion of the convertible note for a redemption price equal to 100 % of the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date if (i) the closing price of the Company’s common stock equaled or exceeded 150 % of the then-applicable conversion price for a specified p | The Purchase Agreement included certain representations, warranties, and covenants, including limitations on the ability of the Company and the Guarantor to incur indebtedness, make certain restricted payments and investments, and enter into affiliate transactions, subject to certain exceptions enumerated in the Purchase Agreement. The Company could consummate a transaction restricted by the foregoing covenants without the Coatue Fund’s consent, so long as it substantially concurrently and as a
  • ​ | In February 2025, a consolidated subsidiary of the Company entered into a simple agreement for future equity (“SAFE agreement”) for a purchase amount of $ 3.5 million with a related party entity controlled by a person related to a member of the issuing subsidiary’s management. Pursuant to the terms of the SAFE agreement, on the closing of equity financing while the SAFE agreement is outstanding, the SAFE agreement will automatically convert into the number of shares of preferred stock of the sub
  • At-the-Market Offering and Stock Repurchase Programs | On December 4, 2024, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “2024 ATM”), allowing the Company to offer and sell up to $ 500.0 million of its common stock from time to time. Concurrently, the Company launched a $ 250.0 million stock repurchase program. Under Canadian law, the number of shares the Company can repurchase through July 20, 2027 is 6,159,439 shares (representing approximately 5.0 % of the Company’s issued | On August 22, 2025, the Company established a $ 1.0 billion at-the-market equity program (the “2025 ATM”), which replaced the 2024 ATM. During the six months ended June 30, 2026, the Company issued and sold 2,101,363 shares of its common stock under the 2025 ATM for gross proceeds of $ 120.9 million and incurred issuance costs of $ 0.8 million.
  • Common stock warrants | In connection with the business combination of Hut 8 Mining Corp. (“Legacy Hut”) and U.S. Data Mining Group, Inc. (“USBTC”) on November 30, 2023 (the “Business Combination”), warrants to purchase Legacy Hut common shares outstanding immediately before the Business Combination were assumed by the Company. Post-Business Combination, the warrant holders are entitled to receive, upon exercise, in lieu of Legacy Hut common shares, shares of common stock of the Company at an exchange ratio of 0.2000 , | The warrants assumed in the Business Combination expire on September 17, 2026.
  • ABTC-Akerna Warrants | In connection with the ABTC Merger on September 3, 2025, warrants to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Common Warrants”) and warrants issued to underwriters to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Underwriter Warrants” and, collectively with the ABTC-Akerna Common Warrants, the “ABTC-Akerna Warrants”) outstanding immediately before the ABTC Merger wer | The ABTC-Akerna Common Warrants and ABTC-Akerna Underwriter Warrants assumed in the ABTC Merger expire on July 5, 2027 and June 29, 2027, respectively.
  • Note 13. 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”), the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted | On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of t
Antal anställda
  • Note 13. 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”), the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted | On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of t
  • In connection with the Business Combination, the Company adopted the Hut 8 Corp. 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”), the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted | On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of t | 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.
  • On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of t | The 2018 Plan was originally established by Legacy Hut on February 15, 2018 to allow Legacy Hut to award stock options and restricted share units to employees, consultants, service providers, and directors of Legacy Hut and its affiliates, as well as deferred share units to employees and directors of Legacy Hut. 1,553,254 shares of common stock have been authorized and registered to be issued under the 2018 Plan. | In connection with the Business Combination, USBTC stock options outstanding immediately before the Business Combination were exchanged for 0.6716 stock options of the Company under the 2021 Plan (the “USBTC Replacement Options”). Upon the Business Combination, fractional stock options, if any, were rounded down to the nearest whole stock option at an award level. The exercise price of any USBTC Replacement Option was equal to the exercise price of the replaced USBTC stock option immediately bef
  • 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 | 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-settle | The following table presents a summary of the activity of the service-based restricted stock units:
  • 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 | 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 earni | During the six months ended June 30, 2026, the Company granted 334,215 performance stock units to employees 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 first and second of the three perform
  • 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 earni | During the six months ended June 30, 2026, the Company granted 334,215 performance stock units to employees 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 first and second of the three perform | 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 ve
  • ​ | In connection with the ABTC Merger on September 3, 2025, American Bitcoin adopted the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the “ABTC 2025 Plan”), which amended and restated the predecessor Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan. The ABTC 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance grants, and other stock-based awards to employees, consultants, and director | ​
  • ​ | 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 th | ​

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Hut 8 Corp._June 30, 2026
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Table of Contents

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​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  10-Q
(Mark One)
​
​

​

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​
For the quarterly period ended June 30, 2026
OR
​
​

​

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​
For the transition period from                             to                     
Commission file number 001-41864
Hut 8 Corp.
(Exact name of registrant as specified in its charter)
​
​

​

Delaware
92-2056803

(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

​
​

777 Brickell Avenue, Suite 200
​

Miami , Florida
33131

(Address of principal executive offices)
(Zip Code)

​
( 305 ) 224-6427
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
​
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, par value $0.01 per share
HUT
The Nasdaq Stock Market LLC
Toronto Stock Exchange

​
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.          Yes   ☒      No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).           Yes   ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​

​

​

​

Large accelerated filer
☒
Accelerated filer
☐

Non-accelerated filer
☐
Smaller reporting company
☐

​
​
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).          Yes  ☐    No  ☒
As of July 31, 2026, the registrant had 123,259,468 shares of its common stock outstanding.
​
​
​

Table of Contents

TABLE OF CONTENTS
​

​
  ​ ​ ​
Page

​
​
​

Cautionary Statement Regarding Forward-Looking Statements
​
1

​
​
​

PART I – FINANCIAL INFORMATION
​
2

Item 1. Financial Statements
​
2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
​
49

Item 3. Quantitative and Qualitative Disclosures About Market Risk
​
69

Item 4. Controls and Procedures
​
70

​
​
​

PART II – OTHER INFORMATION
​
71

Item 1. Legal Proceedings
​
71

Item 1A. Risk Factors
​
71

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
​
71

Item 3. Defaults Upon Senior Securities
​
71

Item 4. Mine Safety Disclosures
​
71

Item 5. Other Information
​
72

Item 6. Exhibits
​
73

​
​
​

Signatures
​
74

​
​
​

​

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements
​
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause our results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including those described in Part I, Item 1A, “Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) and in Part II, Item 1A, “Risk Factors” of this Quarterly Report. Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
​
​

1

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(in USD thousands, except share and per share data)
​

​

​

​

​

​

​

​
  ​ ​ ​
June 30,
​
December 31,

​
​
2026
​
2025

​
​
(Unaudited)
​
(Audited)

Assets
​
  ​
​
​
  ​
​

Current assets
 
​
  ​
 
​
  ​

Cash
​
$
233,579
​
$
44,914

Restricted cash and cash equivalents
​
 
6,787,147
​
 
2,373

Accounts receivable, net
​
​
11,934
​
​
31,122

Deposits and prepaid expenses
​
 
47,016
​
 
189,332

Derivative assets
​
 
4,994
​
 
16,223

Digital assets – pledged for miner purchase
​
​
—
​
​
84,688

Digital assets receivable
​
​
581
​
​
812

Assets held for sale
​
​
—
​
​
38,719

Total current assets
​
 
7,085,251
​
 
408,183

​
​
​
​
​
​
​

Non-current assets
​
 
  ​
​
 
  ​

Derivative assets
​
​
175,019
​
​
101,179

Digital assets – held in custody
​
 
567,287
​
 
661,979

Digital assets – pledged for miner purchase
​
​
184,942
​
​
242,937

Digital assets – pledged as collateral
​
​
290,277
​
​
396,624

Property and equipment, net
​
​
1,372,028
​
​
643,244

Operating lease right-of-use asset
​
​
29,548
​
​
18,496

Deposits and prepaid expenses
​
​
7,591
​
​
8,314

Investment in unconsolidated joint venture
​
 
39,559
​
 
45,158

Other investments
​
​
6,378
​
​
6,378

Intangible assets, net
​
​
9,195
​
​
11,141

Goodwill
​
​
208,032
​
​
210,087

Total non-current assets
​
 
2,889,856
​
 
2,345,537

Total assets
​
$
9,975,107
​
$
2,753,720

​
​
​
​
​
​
​

Liabilities and stockholders’ equity
​
 
  ​
​
 
  ​

Current liabilities
​
 
  ​
​
 
​

Accounts payable and accrued expenses
​
$
69,711
​
$
41,491

Interest payable
​
​
48,577
​
​
3,028

Miner purchase liability, current portion
​
​
—
​
​
100,910

Deferred revenue
​
 
3,038
​
 
1,458

Operating lease liability, current portion
​
​
4,548
​
​
2,891

Loans, notes payable, and other financial liabilities, current portion
​
 
234,705
​
 
199,926

Income taxes payable
​
​
5,635
​
​
115

Liabilities held for sale
​
​
—
​
​
25,764

Total current liabilities
​
​
366,214
​
​
375,583

​
​
​
​
​
​
​

Non-current liabilities
​
 
  ​
​
 
  ​

Miner purchase liability, less current portion
​
​
371,687
​
​
332,153

Operating lease liability, less current portion
​
 
25,854
​
 
16,279

Loans, notes payable, and other financial liabilities, less current portion
​
​
7,403,736
​
​
210,235

Deferred tax liabilities
​
 
53,528
​
 
129,854

Warrant liability
​
​
55
​
​
146

Total non-current liabilities
​
​
7,854,860
​
​
688,667

Total liabilities
​
​
8,221,074
​
​
1,064,250

​
​
​
​
​
​
​

Commitments and contingencies
​
 
  ​
​
 
  ​

​
​
​
​
​
​
​

Equity
​
 
  ​
​
 
  ​

Preferred stock, $ 0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
​
 
—
​
 
—

Common stock, $ 0.01 par value; 1,000,000,000 shares authorized; 123,190,559 and 110,091,358 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
​
 
1,232
​
 
1,101

Additional paid-in capital
​
 
1,838,331
​
 
1,425,775

(Accumulated deficit) retained earnings
​
 
( 364,559 )
​
 
5,481

Accumulated other comprehensive loss
​
​
( 32,381 )
​
​
( 10,432 )

Total Hut 8 Corp. stockholders’ equity
​
 
1,442,623
​
 
1,421,925

Non-controlling interests
​
​
311,410
​
​
267,545

Total equity
​
​
1,754,033
​
​
1,689,470

Total liabilities and equity
​
$
9,975,107
​
$
2,753,720

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2

Table of Contents

Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive (Loss ) Income
(Unaudited, in USD thousands, except share and per share data)
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

​
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Revenue:
​
​
  ​
​
​
  ​
​
​
  ​
​
​
  ​

Power
​
$
1,176
​
$
5,492
​
$
4,916
​
$
9,872

Digital Infrastructure
​
 
1,285
​
 
1,512
​
 
2,588
​
 
2,829

Compute
​
​
72,471
​
​
34,295
​
​
138,445
​
​
50,413

Total revenue
​
 
74,932
​
 
41,299
​
 
145,949
​
 
63,114

​
​
​
​
​
​
​
​
​
​
​
​
​

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

Cost of revenue – Power
​
 
826
​
 
5,000
​
 
2,933
​
 
8,628

Cost of revenue – Digital Infrastructure
​
 
1,374
​
 
2,120
​
 
2,920
​
 
3,679

Cost of revenue – Compute
​
 
24,691
​
 
14,656
​
 
46,586
​
 
28,128

Total cost of revenue
​
​
26,891
​
​
21,776
​
​
52,439
​
​
40,435

​
​
​
​
​
​
​
​
​
​
​
​
​

Operating expenses:
​
 
​
​
​
​
​
 
​
​
​
​

Depreciation and amortization
​
 
39,727
​
 
19,458
​
 
78,169
​
 
34,357

General and administrative expenses
​
 
76,080
​
 
30,158
​
 
157,820
​
 
51,217

Loss (gain) on digital assets
​
​
138,597
​
​
( 217,640 )
​
​
434,254
​
​
( 105,246 )

(Gain) loss on sale of property and equipment
​
 
( 33 )
​
 
( 312 )
​
 
( 33 )
​
 
2,142

Total operating expenses (income)
​
 
254,371
​
 
( 168,336 )
​
 
670,210
​
 
( 17,530 )

Operating (loss) income
​
 
( 206,330 )
​
 
187,859
​
 
( 576,700 )
​
 
40,209

​
​
​
​
​
​
​
​
​
​
​
​
​

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

Foreign exchange (loss) gain
​
​
( 3,219 )
​
​
3,114
​
​
( 5,939 )
​
​
3,123

Interest expense
​
​
( 51,160 )
​
​
( 8,396 )
​
​
( 60,403 )
​
​
( 15,865 )

Interest income
​
​
27,085
​
​
—
​
​
27,085
​
​
—

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

Gain (loss) on derivatives
​
​
18,315
​
​
( 18,403 )
​
​
59,132
​
​
2,459

(Loss) gain on other financial liability
​
​
( 98 )
​
​
( 181 )
​
​
( 759 )
​
​
958

Gain on warrant liability
​
​
22
​
​
—
​
​
91
​
​
—

Gain on sale of the Far North JV, net of transaction costs
​
​
1,110
​
​
—
​
​
34,711
​
​
—

Equity in earnings of unconsolidated joint venture
​
​
5,671
​
​
1,064
​
​
12,101
​
​
2,429

Total other (expense) income
​
 
( 2,274 )
​
 
( 22,802 )
​
 
66,019
​
 
( 29,676 )

​
​
​
​
​
​
​
​
​
​
​
​
​

Net (loss) income before income taxes
​
 
( 208,604 )
​
 
165,057
​
 
( 510,681 )
​
 
10,533

​
​
​
​
​
​
​
​
​
​
​
​
​

Income tax benefit (provision)
​
 
31,462
​
 
( 27,574 )
​
 
80,404
​
 
( 7,369 )

​
​
​
​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
​
( 177,142 )
​
​
137,483
​
​
( 430,277 )
​
​
3,164

​
​
​
​
​
​
​
​
​
​
​
​
​

Less: Net loss (income) attributable to non-controlling interests
​
​
26,951
​
​
( 171 )
​
​
60,237
​
​
259

Net (loss) income attributable to Hut 8 Corp.
​
$
( 150,191 )
​
$
137,312
​
$
( 370,040 )
​
$
3,423

​
​
​
​
​
​
​
​
​
​
​
​
​

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

Basic attributable to Hut 8 Corp.
​
$
( 1.27 )
​
$
1.32
​
$
( 3.22 )
​
$
0.04

Diluted attributable to Hut 8 Corp.
​
$
( 1.27 )
​
$
1.18
​
$
( 3.22 )
​
$
0.03

​
​
​
​
​
​
​
​
​
​
​
​
​

Weighted average number of shares of common stock outstanding:
​
​
​
​
​
​
​
​
​
​
​
​

Basic
​
​
118,483,238
​
​
104,246,041
​
​
114,794,476
​
​
103,554,237

Diluted
​
​
118,483,238
​
​
119,018,761
​
​
114,794,476
​
​
109,070,208

​
​
​
​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
( 177,142 )
​
$
137,483
​
$
( 430,277 )
​
$
3,164

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

Foreign currency translation adjustments
​
​
( 12,701 )
​
​
39,892
​
​
( 22,011 )
​
​
41,079

Total comprehensive (loss) income
​
​
( 189,843 )
​
​
177,375
​
​
( 452,288 )
​
​
44,243

Less: Comprehensive loss (income) attributable to non-controlling interests
​
​
26,951
​
​
( 227 )
​
​
60,232
​
​
204

Comprehensive (loss) income attributable to Hut 8 Corp.
​
$
( 162,892 )
​
$
177,148
​
$
( 392,056 )
​
$
44,447

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements .
​
​

3

Table of Contents

Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited, in USD thousands, except share and per share data)
Six Months Ended June 30, 2025
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
Additional
​
​
​
​
​
​
Accumulated Other
​
​

​
​
Common Stock
​
Paid-in
​
Retained
​
Non-controlling
​
Comprehensive
​
Total

​
  ​
Shares
  ​
Amount
  ​
Capital
  ​
Earnings
  ​
Interests
  ​
(Loss) Income
  ​
Equity

Balance, December 31, 2024
​
99,478,012
​
$
995
​
$
789,597
​
$
231,630
​
$
3,910
​
$
( 45,553 )
​
$
980,579

Issuance of common stock – at-the-market offering, net of issuance costs
​
4,205,019
​
​
42
​
​
111,969
​
​
—
​
​
—
​
​
—
​
​
112,011

Issuance of common stock – stock option exercises
​
327,204
​
​
3
​
​
124
​
​
—
​
​
—
​
​
—
​
​
127

Issuance of common stock – restricted stock unit settlements
​
140,275
​
​
2
​
​
( 2 )
​
​
—
​
​
—
​
​
—
​
​
—

Stock-based compensation
​
—
​
​
—
​
​
3,793
​
​
—
​
​
—
​
​
—
​
​
3,793

Issuance of warrants by subsidiary
 
—
​
​
—
​
​
1,449
​
​
—
​
​
—
​
​
—
​
​
1,449

Non-controlling interest in American Bitcoin Corp.
​
—
​
​
—
​
​
( 1,354 )
​
​
—
​
​
24,222
​
​
—
​
​
22,868

Foreign currency translation adjustments
​
—
​
​
—
​
​
—
​
​
—
​
​
( 1 )
​
​
1,188
​
​
1,187

Net loss attributable to Hut 8 Corp.
​
—
​
​
—
​
​
—
​
​
( 133,889 )
​
​
—
​
​
—
​
​
( 133,889 )

Net loss attributable to non-controlling interest
​
—
​
​
—
​
​
—
​
​
—
​
​
( 430 )
​
​
—
​
​
( 430 )

Balance, March 31, 2025
​
104,150,510
​
$
1,042
​
$
905,576
​
$
97,741
​
$
27,701
​
$
( 44,365 )
​
$
987,695

Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs
​
—
​
​
—
​
​
122,556
​
​
—
​
​
92,719
​
​
—
​
​
215,275

Issuance of common stock – stock option exercises
​
28,159
​
​
—
​
​
11
​
​
—
​
​
—
​
​
—
​
​
11

Issuance of common stock – restricted stock unit settlements
​
239,458
​
​
2
​
​
( 2 )
​
​
—
​
​
—
​
​
—
​
​
—

Stock-based compensation
​
—
​
​
—
​
​
7,640
​
​
—
​
​
—
​
​
—
​
​
7,640

Issuance of warrants by subsidiary
​
—
​
​
—
​
​
354
​
​
—
​
​
—
​
​
—
​
​
354

Non-controlling interest in American Bitcoin Corp.
​
—
​
​
—
​
​
( 913 )
​
​
—
​
​
930
​
​
—
​
​
17

Foreign currency translation adjustments
​
—
​
​
—
​
​
—
​
​
—
​
​
56
​
​
39,836
​
​
39,892

Net income attributable to Hut 8 Corp.
​
—
​
​
—
​
​
—
​
​
137,312
​
​
—
​
​
—
​
​
137,312

Net income attributable to non-controlling interests
​
—
​
​
—
​
​
—
​
​
—
​
​
171
​
​
—
​
​
171

Balance, June 30, 2025
​
104,418,127
​
$
1,044
​
$
1,035,222
​
$
235,053
​
$
121,577
​
$
( 4,529 )
​
$
1,388,367

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​

4

Table of Contents

Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited, in USD thousands, except share and per share data)
Six Months Ended June 30, 2026
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
Additional
​
Retained
​
​
​
​
Accumulated Other
​
​

​
​
​
Common Stock
​
Paid-in
​
Earnings
​
Non-controlling
​
Comprehensive
​
Total

​
  ​ ​ ​
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Capital
  ​ ​ ​
(Accumulated Deficit)
  ​ ​ ​
Interests
  ​ ​ ​
(Loss) Income
  ​ ​ ​
Equity

Balance, December 31, 2025
​
 
110,091,358
​
$
1,101
 
$
1,425,775
​
$
5,481
​
$
267,545
​
$
( 10,432 )
​
$
1,689,470

Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs
​
 
—
​
 
—
 
 
32,500
​
 
—
​
 
78,002
​
 
—
​
 
110,502

Deferred income tax on American Bitcoin Corp. – equity transactions
​
​
—
​
​
—
​
​
( 8,539 )
​
​
—
​
​
—
​
​
—
​
​
( 8,539 )

Issuance of common stock – at-the-market offering, net of issuance costs
​
​
2,101,363
​
​
21
​
​
120,099
​
​
—
​
​
—
​
​
—
​
​
120,120

Issuance of common stock – stock option exercises
​
​
124,619
​
​
1
​
​
47
​
​
—
​
​
—
​
​
—
​
​
48

Issuance of common stock – restricted stock unit settlements
​
​
228,910
​
​
2
​
​
( 2 )
​
​
—
​
​
—
​
​
—
​
​
—

Stock-based compensation
​
​
—
​
​
—
​
​
50,980
​
​
—
​
​
—
​
​
—
​
​
50,980

Foreign currency translation adjustments
​
​
—
​
​
—
​
​
—
​
​
—
​
​
5
​
​
( 9,315 )
​
​
( 9,310 )

Exercise of warrants issued by subsidiary
​
​
—
​
​
—
​
​
( 283 )
​
​
—
​
​
283
​
​
—
​
​
—

Sale of the Far North JV and non-controlling interest acquisition prior to sale
​
​
—
​
​
—
​
​
( 7,815 )
​
​
—
​
​
( 2,212 )
​
​
67
​
​
( 9,960 )

Net loss attributable to Hut 8 Corp.
​
​
—
​
​
—
​
​
—
​
​
( 219,849 )
​
​
—
​
​
—
​
​
( 219,849 )

Net loss attributable to non-controlling interest
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 33,286 )
​
​
—
​
​
( 33,286 )

Balance, March 31, 2026
​
​
112,546,250
​
$
1,125
 
$
1,612,762
​
$
( 214,368 )
​
$
310,337
​
$
( 19,680 )
​
$
1,690,176

Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs
​
​
—
​
​
—
​
​
6,208
​
​
—
​
​
27,378
​
​
—
​
​
33,586

Issuance of Class A common stock by American Bitcoin Corp. – restricted stock unit settlements
​
​
—
​
​
—
​
​
( 646 )
​
​
—
​
​
646
​
​
—
​
​
—

Deferred income tax on American Bitcoin Corp. – equity transactions
​
​
—
​
​
—
​
​
( 560 )
​
​
—
​
​
—
​
​
—
​
​
( 560 )

Issuance of common stock – convertible note conversion
​
​
9,715,476
​
​
97
​
​
158,545
​
​
—
​
​
—
​
​
—
​
​
158,642

Issuance of common stock – stock option exercises
​
​
748,648
​
​
8
​
​
10,276
​
​
—
​
​
—
​
​
—
​
​
10,284

Issuance of common stock – restricted stock unit settlements
​
​
180,185
​
​
2
​
​
( 2 )
​
​
—
​
​
—
​
​
—
​
​
—

Stock-based compensation
​
​
—
​
​
—
​
​
51,748
​
​
—
​
​
—
​
​
—
​
​
51,748

Foreign currency translation adjustments
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 12,701 )
​
​
( 12,701 )

Net loss attributable to Hut 8 Corp.
​
​
—
​
​
—
​
​
—
​
​
( 150,191 )
​
​
—
​
​
—
​
​
( 150,191 )

Net loss attributable to non-controlling interest
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 26,951 )
​
​
—
​
​
( 26,951 )

Balance, June 30, 2026
​
​
123,190,559
​
$
1,232
 
$
1,838,331
​
$
( 364,559 )
​
$
311,410
​
$
( 32,381 )
​
$
1,754,033

​
​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​
​

5

Table of Contents

Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, in USD thousands)
​

​

​

​

​

​

​

​
​
Six Months Ended

​
​
June 30,

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Operating activities
​
​
​
​
​
​

Net (loss) income
​
$
( 430,277 )
​
$
3,164

Adjustments to reconcile net (loss) income to net cash used in operating activities:
​
​
​
​
​
​

Depreciation and amortization
​
​
78,169
​
​
34,357

Amortization of operating right-of-use assets
​
​
1,567
​
​
1,261

Non-cash lease expense
​
​
1,144
​
​
1,226

Stock-based compensation
​
​
102,113
​
​
11,433

Equity in earnings of unconsolidated joint venture
​
​
( 12,101 )
​
​
( 2,429 )

Distributions of earnings from unconsolidated joint venture
​
​
17,700
​
​
—

ASIC compute revenue
​
​
( 129,355 )
​
​
( 42,656 )

Loss (gain) on digital assets
​
​
434,254
​
​
( 105,246 )

Deferred tax assets and liabilities
​
​
( 85,392 )
​
​
7,086

Foreign exchange loss (gain)
​
​
5,939
​
​
( 3,123 )

Amortization of debt discounts and issuance costs
​
​
1,098
​
​
225

(Gain) loss on sale of property and equipment
​
​
( 33 )
​
​
2,142

Gain on derivatives
​
​
( 59,132 )
​
​
( 2,459 )

Loss (gain) on other financial liability
​
​
759
​
​
( 958 )

Gain on warrant liability
​
​
( 91 )
​
​
—

Gain on sale of the Far North JV, net of transaction costs
​
​
( 34,711 )
​
​
—

Paid-in-kind interest expense
​
​
3,215
​
​
13,613

Asset contribution costs
​
​
—
​
​
22,780

Changes in assets and liabilities:
​
​
​
​
​
—

Accounts receivable, net
​
​
18,484
​
​
( 1,169 )

Deposits and prepaid expenses
​
​
3,980
​
​
( 19,580 )

Income taxes receivable
​
​
341
​
​
( 1,354 )

Income taxes payable
​
​
5,520
​
​
—

Accounts payable and accrued expenses
​
​
( 592 )
​
​
1,454

Interest payable
​
​
45,549
​
​
158

Deferred revenue
​
​
1,580
​
​
( 52 )

Operating lease liabilities
​
​
( 2,573 )
​
​
( 2,509 )

Net cash used in operating activities
​
​
( 32,845 )
​
​
( 82,636 )

​
​
​
​
​
​
​

Investing activities
​
​
​
​
​
​

Proceeds from sale of digital assets
​
​
—
​
​
3,732

Bitcoin purchased
​
​
( 65,317 )
​
​
—

Deposits for future sites
​
​
( 18,445 )
​
​
—

Purchases of property and equipment
​
​
( 616,182 )
​
​
( 108,699 )

Proceeds from sale of property and equipment
​
​
49
​
​
4,383

Net proceeds from sale of the Far North JV, net of cash divested
​
​
64,765
​
​
—

Additions to intangible assets
​
​
—
​
​
( 896 )

Net cash used in investing activities
​
​
( 635,130 )
​
​
( 101,480 )

​
​
​
​
​
​
​

Financing activities
​
​
  ​
​
​
  ​

Proceeds from loans and notes payable
​
​
7,700,000
​
​
—

Net proceeds from covered call options premium
​
​
—
​
​
810

Repayments of loans and notes payable
​
​
( 217,700 )
​
​
—

Debt issuance costs paid
​
​
( 84,508 )
​
​
—

Principal payments on finance lease
​
​
( 957 )
​
​
( 970 )

Settlement of finance lease obligation in connection with sale of the Far North JV
​
​
( 20,756 )
​
​
—

Cash paid to buyout non-controlling interest of the Far North JV
​
​
( 9,960 )
​
​
—

Proceeds from the issuance of common stock – stock option exercises
​
​
10,332
​
​
138

Proceeds from the issuance of common stock – at-the-market offering, net of issuance costs
​
​
120,120
​
​
112,011

Proceeds from the issuance of American Bitcoin Corp. Class A common stock – at-the-market offering, net of issuance costs
​
​
144,088
​
​
—

Proceeds from the issuance of American Bitcoin Corp. Class A common stock – non-at-the-market offering, net of issuance costs
​
​
—
​
​
205,275

Proceeds from other financial liability
​
​
—
​
​
3,500

Net cash provided by financing activities
​
​
7,640,659
​
​
320,764

​
​
​
​
​
​
​

Effect of exchange rate changes on cash, restricted cash, and cash equivalents
​
​
( 572 )
​
​
69

Net increase (decrease) in cash, restricted cash, and cash equivalents
​
​
6,972,112
​
​
136,717

Cash, restricted cash, and cash equivalents, beginning of period
​
​
48,614
​
​
85,635

Cash, restricted cash, and cash equivalents, end of period
​
$
7,020,726
​
$
222,352

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements .

6

Table of Contents

Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, in USD thousands)
​

​

​

​

​

​

​

​
​
Six Months Ended

​
​
June 30,

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Supplemental cash flow information:
​
​
  ​
​
​
  ​

Cash paid for interest, net of amounts capitalized
​
$
12,865
​
$
3,768

Cash (refund) paid for income taxes, net of refunds (payments)
​
$
( 355 )
​
$
106

​
​
​
​
​
​
​

Non-cash transactions
​
​
  ​
​
​
​

Reclassification of deposits and prepaid expenses to property and equipment
​
$
156,853
​
$
—

Right-of-use assets obtained in exchange for operating lease liabilities
​
$
13,131
​
$
197

Compute revenue in accounts receivable, net
​
$
581
​
$
—

Property and equipment acquired under miner purchase liability
​
$
16,306
​
$
85,814

Property and equipment acquired under accounts payable and accrued expenses
​
$
11,245
​
$
—

Property and equipment acquired through exchange of right-of-use asset – Far North JV
​
$
16,944
​
$
—

Bitcoin redemption and put options acquired under miner purchase liability
​
$
23,227
​
$
—

Net income (loss) attributable to non-controlling interests
​
$
( 60,237 )
​
$
( 259 )

Issuance of common stock – restricted stock unit settlements
​
$
4
​
$
4

Issuance of warrants by subsidiary as finance lease payments
​
$
—
​
$
1,803

Stock-based compensation capitalized in property and equipment, net
​
$
615
​
$
—

Subsidiary warrants exercised
​
$
283
​
$
—

Digital assets received for the issuance of Class A common stock by American Bitcoin Corp.
​
$
—
​
$
10,000

Issuance of common stock – convertible note conversion
​
$
158,642
​
$
—

Debt issuance costs included in accounts payable and accrued expenses
​
$
15,943
​
$
—

​
​
​
​
​
​
​

Reconciliation of cash, restricted cash, and cash equivalents to the Unaudited Condensed Consolidated Balance Sheets:
​
​
​
​
​
​

Cash
​
$
233,579
​
$
216,251

Restricted cash and cash equivalents
​
​
6,787,147
​
​
6,101

Total cash, restricted cash, and cash equivalents
​
$
7,020,726
​
$
222,352

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
​
​

7

Table of Contents

Note 1. Organization
Nature of operations and corporate information
Hut 8 Corp. (together with its consolidated subsidiaries, the “Company” or “Hut 8”) is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies such as AI, high-performance computing, and ASIC compute. The Company develops, commercializes, and operates industrial-scale energy and data center infrastructure through a power-first, innovation-driven approach. The Company was incorporated in Delaware in January 2023.
​
Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements
Basis of presentation
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all the information and footnotes required by GAAP for complete financial statements. As such, the information included in this Quarterly Report should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2025, and related notes thereto, included in the Annual Report.
Interim results are not necessarily indicative of results for a full year.
The U.S. Dollar is the functional and presentation currency of the Company.
Significant accounting policies followed by the Company in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements are summarized below.
Principles of consolidation
These Unaudited Condensed Consolidated Financial Statements of the Company include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.
Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other (expense) income. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other (expense) income.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company believes that the reclassifications did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial.
​

8

Table of Contents

Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Unaudited Condensed Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Company’s Unaudited Condensed Consolidated Financial Statements properly reflect the change.
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). ASU 2026-02 provides recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. This update is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. Adoption of ASU 2026-02 requires retrospective application through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.
In December 2025, FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). Among other amendments to various Topics within the FASB Accounting Standards Codification, ASU 2025-12 clarifies dilutive earnings per share treatment for certain contracts that may be settled in stock or cash when a company has a loss from continuing operations. This update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. For earnings per share amendments, adoption of ASU 2025-12 requires retrospective application to each prior reporting period presented.
In September 2025, FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”). With respect to Topic 815, ASU 2025-07 refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This update is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. ASU 2025-07 may be applied using a prospective or modified retrospective transition approach.
In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting the standard. ASU 2025-06 may be applied using a prospective transition, modified transition, or retrospective transition approach.
In January 2025, FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard. ASU 2024-03 may be applied prospectively or retrospectively.

9

Table of Contents

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 the Company’s Unaudited Condensed Consolidated Financial Statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles, goodwill and digital assets, stock-based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.
Cash and cash equivalents
Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash equivalents consisted of money market funds held within the project accounts described in Restricted cash and cash equivalents below. The Company had no cash equivalents as of December 31, 2025. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. To date, the Company has not experienced any losses on these deposits.
Restricted cash and cash equivalents
Restricted cash and cash equivalents consist of cash and cash equivalents subject to restrictions on withdrawal or use under certain contractual arrangements. As of June 30, 2026, restricted cash and cash equivalents principally consisted of the net proceeds of the River Bend Notes and the Beacon Point Notes (each as defined in Note 9. Loans, notes payable, and other financial liabilities ) held in project accounts required under the respective indentures. These project accounts, including construction and debt service reserve accounts, are restricted for use in the development and construction of the Company’s data center projects and the payment of related debt service. Restricted cash and cash equivalents also included cash balances supporting commercial letters of credit. As of December 31, 2025, restricted cash and cash equivalents principally consisted of cash balances supporting commercial letters of credit. See Note 9. Loans, notes payable, and other financial liabilities for further information.
Debt issuance costs
Debt issuance costs are presented as a direct deduction from the carrying amount of the related loans and notes payable and amortized to interest expense over the term of the related debt using the effective interest method. For more information on the Company’s loans and notes payable, see Note 9. Loans, notes payable, and other financial liabilities .
Fair value measurement
The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

10

Table of Contents

Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
Assets and liabilities measured at fair value on a recurring basis
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2026 and December 31, 2025:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Fair value measured at June 30, 2026

​
  ​ ​ ​
Total carrying
  ​ ​ ​
​
​
  ​ ​ ​
Significant other
  ​ ​ ​
Significant

​
​
value at
​
Quoted prices in
​
observable
​
unobservable

​
​
June 30,
​
active markets
​
inputs
​
inputs

(in USD thousands)
​
2026
​
(Level 1)
​
(Level 2)
​
(Level 3)

Digital assets
​
$
1,042,506
​
$
1,042,506
​
$
—
​
$
—

Bitcoin redemption and put options
​
​
180,013
​
​
—
​
​
180,013
​
​
—

Other financial liability
​
​
( 3,303 )
​
​
—
​
​
—
​
​
( 3,303 )

Warrant liability
​
​
( 55 )
​
​
—
​
​
—
​
​
( 55 )

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Fair value measured at December 31, 2025

​
  ​ ​ ​
Total carrying
  ​ ​ ​
​
​
  ​ ​ ​
Significant other
  ​ ​ ​
Significant

​
​
value at
​
Quoted prices in
​
observable
​
unobservable

​
​
December 31,
​
active markets
​
inputs
​
inputs

(in USD thousands)
​
2025
​
(Level 1)
​
(Level 2)
​
(Level 3)

Digital assets
​
$
1,386,228
​
$
1,386,228
​
$
—
​
$
—

Bitcoin redemption and put options
​
​
117,402
​
​
—
​
​
117,402
​
​
—

Other financial liability
​
​
( 2,544 )
​
​
—
​
​
—
​
​
( 2,544 )

Warrant liability
​
​
( 146 )
​
​
—
​
​
—
​
​
( 146 )

​
In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market, which is the Coinbase exchange. As such, the Company’s digital assets were determined to be Level 1 assets.
The Company estimates the fair value of its Bitcoin redemption and put options using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the redemption option. As of June 30, 2026, these options were held only by American Bitcoin Corp.
See  Derivatives  below for a description of certain of the Company’s derivative instrument accounting policies.
In estimating the fair value of its call options sold on Bitcoin that it owns (the “covered call options”), the Company uses the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the options. The expected term of the options is the contractual term of the options given the options can only be exercised on their expiry date (i.e., European-style options). The Company determined that the covered call options are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market.

11

Table of Contents

The Company estimated the fair value of its other financial liability using the Probability-Weighted Expected Return Method (“PWERM”), which includes significant unobservable inputs, including the instrument’s estimated credit spread, and as a result, the Company determined that the other financial liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s other financial liability, see Note 9.  Loans, notes payable, and other financial liabilities . For a description of the Company’s other financial liability accounting policy, see  Other financial liability in Note 2 of the Company’s Consolidated Financial Statements for the year ended December 31, 2025.
The Company estimated the fair value of its warrant liability using the Black-Scholes pricing model, which includes significant unobservable inputs, including the expected term of the warrants, and as a result, the Company determined that the warrant liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s warrant liability, see Note 10.  Derivatives . See  Warrant liability  for a description of the Company’s warrant liability accounting policy.
The Company estimated the fair value of its separated embedded derivative from the convertible note, namely from the Company’s Coatue Note (as defined in Note 9. Loans, notes payable, and other financial liabilities ), using the partial differential equation model (“PDE Model”), which includes several inputs and assumptions including the Company’s common stock price at the time of valuation, the implied volatility of the Company’s common stock matching the moneyness of the conversion option, the risk-free interest rate curve, and the instrument’s estimated credit spread. In addition, management’s assumption of the probability of occurrence of the separated embedded derivative from the convertible note’s trigger event was a significant unobservable input. The Company determined that the separated embedded derivative from the convertible note was a Level 3 liability given significant unobservable inputs were included in its valuation. In May 2026, the Coatue Note was converted into shares of the Company’s common stock, and the related separated embedded derivative from the convertible note was derecognized. Accordingly, there was no separated embedded derivative from the convertible note outstanding as of June 30, 2026. See Note 10. Derivatives , for further details.
Assets and liabilities measured at fair value on a non-recurring basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, assets held for sale, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. The Company had nil impairment from its operations related to its non-financial assets and liabilities measured on a non-recurring basis during the three and six months ended June 30, 2026 and 2025, respectively. See the Impairment of long-lived assets and Goodwill accounting policies in Note 2 of the Company’s Consolidated Financial Statements for the year ended December 31, 2025 for additional information.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, interest payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying values of loans and notes payable and other long-term liabilities approximate fair value, unless otherwise disclosed separately, as the related interest rates approximate rates currently available to the Company. See Derivatives below for a description of the Company’s derivative instrument accounting policy and Note 9. Loans, notes payable, and other financial liabilities for additional disclosures on the Company’s loans, notes payable, and other financial liabilities.

12

Table of Contents

Capitalized interest
The Company capitalizes interest cost incurred on its project-level debt during the period required to construct, develop, and prepare qualifying assets for their intended use, in accordance with FASB ASC Topic 835-20, Interest – Capitalization of Interest (“ASC 835-20”). Qualifying assets consist of data center and energy infrastructure projects under construction for which expenditures have been incurred and construction activities are in progress. Capitalization of interest commences when expenditures for the qualifying asset have been made, activities necessary to prepare the asset for its intended use are underway, and interest cost is being incurred; it ceases when the asset is substantially complete and ready for its intended use.
The total amount of interest capitalized in any period does not exceed the total interest cost incurred during that period. Capitalized interest is recorded within property and equipment as part of construction in progress.
Derivatives
The Company accounts for the derivative contracts it enters into, including Bitcoin redemption and put options, covered call options, the separated embedded derivative from the convertible note (through its conversion date), and warrant liability as follows:
Bitcoin redemption and put options
The Company has entered into agreements to purchase property and equipment that include pledges of Bitcoin, rights to make future pledges of Bitcoin, and rights to redeem the pledged Bitcoin for certain periods after the relevant redemption periods start. These Bitcoin redemption and put options do not qualify as accounting hedges under FASB ASC Topic 815,  Derivatives and Hedging  (“ASC 815”). Accordingly, the Company carries its Bitcoin redemption and put options at fair value and any gains or losses are recognized in profit or loss.
Covered call options
From time to time, the Company has sold covered call options to generate cash flows on a portion of its Bitcoin held. These options do not qualify as accounting hedges under ASC 815. Accordingly, the Company carries its covered call options at fair value and any gains or losses are recognized in profit or loss.
Separated embedded derivative from the convertible note
The Company evaluates and accounts for derivatives embedded in its convertible instruments in accordance with ASC 815. Accordingly, the Company has assessed if embedded derivatives should be separated from its host contract and accounted for as a derivative instrument based on whether all three ASC 815 criteria are met: (1) the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument is not remeasured at fair value under GAAP with changes in fair value reported in earnings as they occur, and (3) a separate instrument with the same terms as the embedded derivative would be a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be a conventional convertible debt instrument as defined in the FASB ASC topic. The Company identified embedded derivatives in the Coatue Note, which was a convertible instrument it issued in June 2024, including conversion options, other redemption features, and contingently exercisable options. The Company determined that the Contingent Repurchase Right (as defined in Note 9.  Loans, notes payable, and other financial liabilities ) in such convertible instrument was an embedded derivative that should be separated from its host contract and accounted for as a derivative instrument as per ASC 815. The conversion option was indexed to the Company’s common stock and met the criteria for classification in stockholders’ equity, and therefore derivative accounting did not apply. The other embedded derivatives did not meet all three previously mentioned ASC 815 criteria, and therefore were not separated from their host contract. Prior to its derecognition, the Company accounted for the separated embedded derivative as a derivative instrument carried at fair value, with gains or losses recognized in profit or loss. In May 2026, the Coatue Note was converted into shares of the Company’s common stock, and the related separated embedded derivative from the convertible note was derecognized. Accordingly, there was no separated embedded derivative from the convertible note outstanding as of June 30, 2026.

13

Table of Contents

Warrant liability
The Company assumed certain warrants in the ABTC Merger (as defined in Note 10. Derivatives ) that meet the definition of a derivative under ASC 815, and due to the terms, the warrants are required to be classified as a liability. The Company carries its warrant liability at fair value and any gains or losses are recognized in profit or loss.
Net (loss) income per share attributable to common stockholders
Basic net (loss) income per share of common stock attributable to the Company is computed by dividing net (loss) income attributable to the Company, adjusted for the impact of subsidiary warrants exercisable for little or no cash consideration (“Penny Warrant(s)”) issued by a former consolidated subsidiary that was sold in February 2026, as described in Note 3. Far North JV sale , by the weighted-average number of shares of common stock outstanding during the period.
Diluted net (loss) income per share of common stock attributable to the Company is computed by giving effect to all potentially dilutive shares of common stock, including stock options, restricted stock units, deferred stock units, performance stock units, and common stock purchase warrants to the extent dilutive under the treasury-stock method, the numerator adjustment from the impact of the warrant liability assumed by a consolidated subsidiary to the extent dilutive, and potential shares of common stock issuable upon conversion of the Company’s convertible note under the if-converted method. Under the if-converted method, net loss attributable to the Company is adjusted by the effect, net of tax, of potentially dilutive shares computed under this method. Contingently issuable shares whose issuance is contingent upon the satisfaction of certain conditions are considered outstanding and included in the computation of diluted net loss per share of common stock attributable to the Company if all necessary conditions have been satisfied by the end of the period or if the end of the period is deemed the end of the contingently issuable shares’ contingency period. In computing potentially dilutive shares of common stock, each class of shares is applied to basic net (loss) income per share of common stock attributable to the Company on a most to least dilutive basis until a particular class no longer produces further dilution, if applicable.
Non-controlling interests
Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity on Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the non-controlling interest on the Company’s Unaudited Condensed Consolidated Balance Sheets consists of 46.37 % ownership by third parties in American Bitcoin (as defined below). For more details, refer to American Bitcoin reverse stock split and non-controlling interest section in Note 12.  Equity . Previously, there was a non-controlling interest in the Company’s formerly consolidated subsidiary, Far North Power Corp. (the “Far North JV”), prior to its sale. For more details, refer to Note 3. Far North JV sale .

14

Table of Contents

Note 3. Far North JV sale
On February 2, 2026, the Company closed on its share purchase agreement (“Far North SPA”) with TransAlta Corporation (“TransAlta”), under which TransAlta acquired 100 % of the Far North JV which owned and operated a 310-megawatt portfolio of four natural gas-fired power plants in Ontario. TransAlta paid cash consideration in Canadian Dollars (C$), and the total amount paid at closing was $ 75.4 million (C$ 105.1 million). Pursuant to the Far North SPA, immediately prior to the sale of the Far North JV to TransAlta, (1) the non-controlling interest exercised 2,000,000 Penny Warrants of the Far North JV, (2) the Company acquired the non-controlling interest in the Far North JV for $ 10.0 million (C$ 13.9 million), (3) the Company received $ 7.4 million (C$ 10.4 million) for the repayment of indebtedness owed by the Far North JV to the Company, and (4) $ 27.9 million (C$ 38.9 million) was paid to the finance lease lessor to buy out the finance lease at the Far North JV’s Iroquois Falls, Ontario power plant. In June 2026, the Company finalized the working capital adjustment related to the sale of the Far North JV and, as a result, received $ 1.1 million (C$ 1.6 million) in cash and recognized a corresponding increase in the gain on sale.
A reconciliation of the proceeds received by the Company, or paid for on behalf of the Company, and the gain on sale of the Far North JV is as follows:
​

​

​

​

(in USD thousands)
  ​ ​ ​
Amount

Cash consideration paid by TransAlta at closing
​
$
75,394

Indebtedness owed by the Far North JV to the Company
​
​
( 7,447 )

Finance lease buyout (1)
​
​
( 27,898 )

Carrying amount of the Far North JV’s net assets
​
​
( 4,110 )

Net transaction costs
​
​
( 2,252 )

Post-closing working capital adjustment
​
​
1,110

Foreign currency translation adjustments of the Far North JV
​
​
( 86 )

Gain on sale of the Far North JV, net of transaction costs
​
$
34,711

(1)
The finance lease buyout comprised $ 3.2 million in indirect taxes and $ 24.7 million for the lease buyout, which exceeded the associated lease liability’s carrying amount immediately prior to the sale of $ 20.8 million by $ 3.9 million.

The results of operations of the Far North JV were part of the Power Generation business, under the Company’s Power segment. The divestiture did not meet the criteria to be classified as discontinued operations as it did not represent a strategic shift that would have a major effect on the Company’s operations or financial results.
​

15

Table of Contents

Note 4. Segment information
The following table presents gross revenue, gross cost of revenue and certain reconciling items for the Company’s reportable segments , reconciled to the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Certain reconciling items, including general and administrative expenses, are presented on a gross basis.
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Reportable segment revenue:
​
​
  ​
​
​
  ​
​
​
  ​
​
​
  ​

Power
​
$
5,462
​
$
8,849
​
$
13,608
​
$
13,229

Digital Infrastructure
​
 
32,963
​
​
15,819
​
 
61,528
​
​
17,136

Compute
​
​
72,471
​
​
34,295
​
​
138,445
​
​
50,413

Eliminations
​
​
( 35,964 )
​
​
( 17,664 )
​
​
( 67,632 )
​
​
( 17,664 )

Total segment and consolidated revenue
​
$
74,932
​
$
41,299
​
$
145,949
​
$
63,114

​
​
​
​
​
​
​
​
​
​
​
​
​

Reportable segment cost of revenue (exclusive of depreciation and amortization shown below):
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​

Cost of revenue – Power
​
 
2,197
​
 
5,635
​
 
5,589
​
 
9,263

Cost of revenue – Digital Infrastructure
​
 
22,617
​
 
13,827
​
 
41,729
​
 
15,386

Cost of revenue – Compute
​
 
36,080
​
 
17,516
​
 
68,714
​
 
30,988

Eliminations
​
​
( 34,003 )
​
​
( 15,202 )
​
​
( 63,593 )
​
 
( 15,202 )

Total segment and consolidated cost of revenue
​
$
26,891
​
$
21,776
​
$
52,439
​
$
40,435

​
​
​
​
​
​
​
​
​
​
​
​
​

Reconciling items:
​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
( 39,727 )
​
​
( 19,458 )
​
​
( 78,169 )
​
​
( 34,357 )

General and administrative expenses
​
​
( 78,041 )
​
​
( 32,620 )
​
​
( 161,859 )
​
​
( 53,679 )

(Loss) gain on digital assets
​
​
( 138,597 )
​
​
217,640
​
​
( 434,254 )
​
​
105,246

Gain (loss) on sale of property and equipment
​
 
33
​
​
312
​
 
33
​
​
( 2,142 )

Foreign exchange (loss) gain
​
 
( 3,219 )
​
​
3,114
​
 
( 5,939 )
​
​
3,123

Interest expense
​
​
( 51,160 )
​
​
( 8,396 )
​
​
( 60,403 )
​
​
( 15,865 )

Interest income
​
​
27,085
​
​
—
​
​
27,085
​
​
—

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

Gain (loss) on derivatives
​
​
18,315
​
​
( 18,403 )
​
​
59,132
​
​
2,459

(Loss) gain on other financial liability
​
​
( 98 )
​
​
( 181 )
​
​
( 759 )
​
​
958

Gain on warrant liability
​
​
22
​
​
—
​
​
91
​
​
—

Gain on sale of the Far North JV, net of transaction costs
​
​
1,110
​
​
—
​
​
34,711
​
​
—

Equity in earnings of unconsolidated joint venture
​
​
5,671
​
​
1,064
​
​
12,101
​
​
2,429

Income tax benefit (provision)
​
 
31,462
​
​
( 27,574 )
​
 
80,404
​
​
( 7,369 )

General and administrative expenses eliminations
​
​
1,961
​
​
2,462
​
​
4,039
​
​
2,462

Net (loss) income
​
$
( 177,142 )
​
$
137,483
​
$
( 430,277 )
​
$
3,164

​
​
​
​
​
​
​
​
​
​
​
​
​

Less: Net loss (income) attributable to non-controlling interests
​
​
26,951
​
​
( 171 )
​
​
60,237
​
​
259

Net (loss) income attributable to Hut 8 Corp.
​
$
( 150,191 )
​
$
137,312
​
$
( 370,040 )
​
$
3,423

​
The following table presents summarized information for revenue by geographic area:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Revenue
​
​
  ​
​
​
  ​
​
​
  ​
​
​
  ​

United States
​
$
72,231
​
$
33,892
​
$
137,799
​
$
47,427

Canada
​
 
2,701
​
 
7,407
​
 
8,150
​
 
15,687

Total revenue
​
$
74,932
​
$
41,299
​
$
145,949
​
$
63,114

​
The following table presents summarized information for long-lived assets by geographic area:
​
​

​

​

​

​

​

​

​
 
June 30,
​
December 31,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025

United States
 
$
1,355,689
 
$
588,592

Canada
​
​
16,339
​
​
54,652

Total Long-Lived Assets
​
$
1,372,028
​
$
643,244

​
​

16

Table of Contents

Note 5. Digital assets
Digital assets on the Company’s Unaudited Condensed Consolidated Balance Sheets consist of Bitcoin and Investment Tokens (as defined below) as of June 30, 2026.
Bitcoin
The following table presents the changes in the carrying amount of Bitcoin as of June 30, 2025 and June 30, 2026:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Amount

Balance as of December 31, 2024
​
$
949,500

Revenue recognized from Bitcoin mined
​
​
12,341

Carrying value of Bitcoin sold
​
​
( 3,433 )

Change in fair value of Bitcoin
​
​
( 112,392 )

Foreign currency translation adjustments
​
​
1,228

Balance as of March 31, 2025
​
$
847,244

Revenue recognized from Bitcoin mined
​
​
30,318

Bitcoin contributed
​
​
10,000

Carrying value of Bitcoin sold
​
​
( 299 )

Change in fair value of Bitcoin
​
​
217,646

Foreign currency translation adjustments
​
​
38,270

Balance as of June 30, 2025
​
$
1,143,179

​
​
​
​

Number of Bitcoin held as of June 30, 2025
​
​
9,699

Number of Bitcoin pledged to Bitmain as of June 30, 2025
​
​
968

Cost basis of Bitcoin held as of June 30, 2025
​
$
510,071

Realized gains on the sale or disposition of Bitcoin for the three months ended June 30, 2025
​
$
76

Realized gains on the sale or disposition of Bitcoin for the six months ended June 30, 2025
​
​
904

​
​
​
​

Balance as of December 31, 2025
​
$
1,371,903

Revenue recognized from Bitcoin mined
​
​
62,117

Bitcoin mining revenue earned in prior period received in current period
​
​
812

Bitcoin purchased
​
​
61,317

Bitcoin mining revenue not received
​
​
( 646 )

Carrying value of Bitcoin disposed to settle miner purchase liability
​
​
( 81,163 )

Change in fair value of Bitcoin
​
​
( 291,238 )

Foreign currency translation adjustments
​
​
( 8,945 )

Balance as of March 31, 2026
​
$
1,114,157

Revenue recognized from Bitcoin mined
​
​
67,238

Bitcoin mining revenue earned in prior period received in current period
​
​
646

Bitcoin purchased
​
​
4,000

Bitcoin mining revenue not received
​
​
( 581 )

Change in fair value of Bitcoin
​
​
( 134,682 )

Foreign currency translation adjustments
​
​
( 14,263 )

Balance as of June 30, 2026
​
$
1,036,515

​
​
​
​

Number of Bitcoin held as of June 30, 2026
​
​
17,316

Number of Bitcoin pledged to Bitmain as of June 30, 2026
​
​
3,090

Cost basis of Bitcoin held as of June 30, 2026
​
$
1,141,496

Realized gains on the sale or disposition of Bitcoin for the three months ended June 30, 2026
​
$
—

Realized gains on the sale or disposition of Bitcoin for the six months ended June 30, 2026
​
$
2,532

​

17

Table of Contents

As of June 30, 2026, the Company’s Bitcoin was either held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company’s ownership and pledged as collateral under a borrowing arrangement, or held by Bitmain Technologies Delaware Limited (together with its affiliates, “Bitmain”) for the Bitcoin pledged in connection with the 2025 ABTC Bitmain Purchase Agreement (as defined below) and 2026 ABTC Bitmain Purchase Agreement (as defined below) for miner purchases from them. The details of the Bitcoin are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Amount
  ​ ​ ​
Number of digital assets

(in USD thousands)
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025

Current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged for miner purchase
​
$
—
​
$
84,688
​
—
​
968

Total current Bitcoin – pledged for miner purchase
​
​
—
​
​
84,688
​
—
​
968

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin held in custody
​
​
561,296
​
​
647,654
​
9,376
​
7,402

Total non-current Bitcoin – held in custody
​
​
561,296
​
​
647,654
​
9,376
​
7,402

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged for miner purchase
​
​
184,942
​
​
242,937
​
3,090
​
2,776

Total non-current Bitcoin – pledged for miner purchase
​
​
184,942
​
​
242,937
​
3,090
​
2,776

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged as collateral
​
​
290,277
​
​
396,624
​
4,850
​
4,533

Total non-current Bitcoin – pledged as collateral
​
​
290,277
​
​
396,624
​
4,850
​
4,533

​
​
​
​
​
​
​
​
​
​
​

Total Bitcoin
 
$
1,036,515
​
$
1,371,903
 
17,316
​
15,679

​
In November 2024, the Company entered into a Purchase Agreement with Bitmain to purchase approximately  30,000  Bitmain Antminer S21+ ASIC miners (as amended, the “Bitmain Purchase Agreement”). In December 2024, in connection with the Bitmain Purchase Agreement, the Company completed its Bitcoin pledge by depositing  968  Bitcoin into a segregated wallet with Bitmain, which was originally subject to a three-month redemption right from the shipment date of the purchased ASIC miners, whereby the Company had the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. If the Company did not exercise this right within the redemption period, Bitmain would retain full ownership of the pledged Bitcoin as consideration for the purchased ASIC miners. During 2025, the Company amended the redemption period’s end date multiple times: first, the redemption period was amended to end during the quarter ended September 30, 2025, second, the redemption period was further amended to end during the quarter ended December 31, 2025, and third, the redemption period was further amended to end in January 2026. In January 2026, the Company elected not to exercise the option to redeem the pledged Bitcoin, and accordingly, the right to redeem expired.
​
During 2024, the Company entered into an ASIC colocation contract with Bitmain to host miners at the Company’s Vega site. The agreement featured a fixed hosting fee with a partial or full option to purchase the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranche. The Company completed energization of the miners during June and July 2025. On March 31, 2025, the Company entered into a Put Option Agreement (the “Put Option Agreement”), with American Bitcoin (as defined below), pursuant to which the Company had the right to put to American Bitcoin any ASIC miners purchased by the Company under this purchase option.
​
On August 5, 2025, pursuant to a put option agreement with American Bitcoin, the Company assigned its option to purchase up to approximately  17,280  Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately  14.86  exahash per second (“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 “2025 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.
​

18

Table of Contents

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 $ 314.0  million, paid through the pledge of  2,234  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 previously paid to Bitmain. In September 2025, American Bitcoin purchased the remaining  981  Bitmain Miners for a total purchase price of $ 18.9  million, paid through the pledge of  151  Bitcoin at a mutually agreed upon fixed price, net of certain hosting credits. In October 2025, American Bitcoin pledged an additional  391  Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $ 46.0  million comprising the deposit and certain expenses. The Bitcoin pledged under the 2025 ABTC Bitmain Purchase Agreement has a redemption period of approximately  twenty-four months  from the applicable pledge date.
​
In February 2026, American Bitcoin entered into a Future Sales and Purchase Agreement (the “2026 ABTC Bitmain Purchase Agreement”) with Bitmain to purchase approximately 11,298 S21 XP ASIC miners for a total purchase price of approximately $ 49.4 million. The agreement required an initial payment equal to 80 % of the total purchase price, which was paid through the pledge of 314 Bitcoin at a mutually agreed upon fixed price, with the remaining 20 % due one year following the shipment date of the S21 XP ASIC miners. The remaining 20 % is to be paid through cash, Bitcoin pledged at a mutually agreed upon floor price, or a combination of both. The Bitcoin pledged under the 2026 ABTC Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date. American Bitcoin may elect to extend the pledge period for an additional twelve months .
​
As of June 30, 2026, the Company had pledged  3,090  Bitcoin to Bitmain, with a fair value of $ 184.9  million, which was classified as  Digital assets – pledged for miner purchase  on the Company’s Unaudited Condensed Consolidated Balance Sheets. A corresponding liability of $ 371.7  million was recorded as  Miner purchase liability , reflecting the Company’s obligation to either redeem the pledged Bitcoin for cash or apply the pledged Bitcoin toward the purchase of ASIC miners at the end of each respective redemption period. All of the Bitcoin pledged to Bitmain as of June 30, 2026, were pledged by American Bitcoin.
In accordance with FASB ASC Topic 610-20,  Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets , the Company assessed the transfer of nonfinancial assets, Bitcoin, under ASC 606. Specifically, the Company noted that the Bitcoin pledged to Bitmain under the 2025 ABTC Bitmain Purchase Agreement and 2026 ABTC Bitmain Purchase Agreement constitute repurchase agreements under ASC 606. As a result, the Bitcoin was not derecognized upon transfer as the Company retains repurchase options.
Due to the redemption rights and the Company’s continued economic exposure to the Bitcoin, the pledged Bitcoin is separately classified as  Digital assets – pledged for miner purchase  on the Unaudited Condensed Consolidated Balance Sheets, which represents restricted Bitcoin.
The Company recorded Bitcoin redemption and put options, which are derivative assets, with an initial fair value of $ 23.2 million during the six months ended June 30, 2026. See Note 10.  Derivatives  for further information on these derivative assets.
Investment Tokens
During 2025, the Company purchased  100  million World Liberty Financial, Inc. tokens (“Investment Tokens”) at $ 0.25  per token for total cash consideration of $ 25.0  million pursuant to a Token Purchase Agreement (“TPA”) with World Liberty Financial, Inc. (“WLFI”). The Company’s Investment Tokens are subject to an indefinite lockup, with a minimum of twelve months from purchase date. Future unlocks are subject to the Investment Tokens’ protocol governance procedures and may be subject to WLFI’s discretion.

19

Table of Contents

There were no Investment Tokens held as of June 30, 2025. The following table presents the changes in the carrying amount of the Investment Tokens as of June 30, 2026:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Amount

Balance as of December 31, 2025
​
$
14,325

Change in fair value of Investment Tokens
​
​
( 4,419 )

Balance as of March 31, 2026
​
$
9,906

Change in fair value of Investment Tokens
​
​
( 3,915 )

Balance as of June 30, 2026
​
$
5,991

​
​
​
​

Number of Investment Tokens held as of June 30, 2026
​
​
100,000,000

Cost basis of Investment Tokens held as of June 30, 2026
​
$
25,000

​
As of June 30, 2026, the Company’s Investment Tokens were held in a segregated custody account for the benefit of the Company. The details of the Investment Tokens are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Amount
  ​ ​ ​
Number of digital assets

(in USD thousands)
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025

Non-current
​
​
​
​
​
​
​
​
​
​

Investment Tokens held in custody
​
$
5,991
​
$
14,325
​
100,000,000
​
100,000,000

Total non-current Investment tokens – held in custody
​
​
5,991
​
​
14,325
​
100,000,000
​
100,000,000

​
​
​
​
​
​
​
​
​
​
​

Total Investment Tokens
 
$
5,991
​
$
14,325
 
100,000,000
​
100,000,000

​
​
Note 6. Property and equipment, net
The components of property and equipment were as follows:
​
​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025

Mining infrastructure
​
$
148,006
​
$
145,354

Miners and mining equipment
​
​
418,079
​
​
393,467

Data center infrastructure
​
​
11,530
​
​
16,776

Computer and network equipment
​
​
9,803
​
​
9,411

Leasehold improvements
​
​
1,802
​
​
1,836

Land and land improvements
​
​
91,228
​
​
46,095

AI GPUs
​
​
42,573
​
​
42,573

Construction in progress
​
​
808,356
​
​
77,403

Furniture, fixtures, and equipment
​
​
1,362
​
​
—

Property and equipment, gross
 
​
1,532,739
 
​
732,915

Less: Accumulated depreciation
 
​
( 160,711 )
 
​
( 89,671 )

Property and equipment, net
​
$
1,372,028
​
$
643,244

​
Depreciation and amortization expense related to property and equipment was $ 38.8 million and $ 18.6 million for the three months ended June 30, 2026 and June 30, 2025, respectively.
Depreciation and amortization expense related to property and equipment was $ 76.4 million and $ 32.6 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
Interest capitalized to construction in progress is described in Note 9. Loans, notes payable, and other financial liabilities .
Impairment of long-lived assets
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy (see discussion of fair value measurements in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements).
​

20

Table of Contents

Note 7. Deposits and prepaid expenses
The components of deposits and prepaid expenses are as follows:
​
​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
June 30, 2026
  ​ ​ ​
December 31, 2025

Current
​
​
​
​
​
​

Prepaid insurance
​
$
3,503
​
$
5,643

Prepaid electricity
​
 
10,600
​
 
14,903

Deposits for site development
​
​
1,182
​
​
157,596

Deposits for future site purchases
​
​
22,351
​
​
6,724

Other deposits
​
 
9,380
​
 
4,466

Total current deposits and prepaid expenses
​
$
47,016
​
$
189,332

​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​

Deposits related to electricity supply under electricity supply agreement
​
$
5,603
​
$
6,173

Lease deposits
​
​
1,937
​
​
2,097

Other deposits
​
 
51
​
 
44

Total non-current deposits and prepaid expenses
​
$
7,591
​
$
8,314

​
​
​
​
​
​
​

Total deposits and prepaid expenses
​
$
54,607
​
$
197,646

​
​
Note 8. Investment in unconsolidated joint venture
On November 25, 2022, the Company entered into an agreement to acquire a  50 % membership interest in TZRC LLC (“TZRC”), an early-stage operator of vertically integrated digital asset mining and power facilities (the “Acquired Interests”). The transaction closed on December 6, 2022.
The consideration paid by the Company for the acquisition of the Acquired Interests consisted of $ 10.0  million of cash and the assumption of a senior secured promissory note (the “TZRC Secured Promissory Note”) with a fair value estimate as of the transaction date of approximately $ 95.1  million. See Note 9.  Loans, notes payable, and other financial liabilities for a discussion of the TZRC Secured Promissory Note.
TZRC is a two-member operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent, and operate one or more modular data centers located on or near renewable power sources for purposes of digital asset mining. The entity self-mines and provides hosting services. The Company assumed the role of property manager under a property management agreement (“PMA”) to provide day-to-day management and oversight services of TZRC’s data center facilities in 2022. The service contract has a term of  10 years  and is automatically renewed for successive  one-year  terms unless either party provides written notice of non-renewal. As property manager, the Company is entitled to approximately $ 1.5  million per year, subject to downward adjustment based on capacity utilization of TZRC’s data centers.  In addition, the PMA allows pass through costs on behalf of the Company, such as payroll and other incidental costs. Pass through costs for the three months ended June 30, 2026 and 2025 were approximately $ 0.8  million and  $ 0.8  million, respectively. Pass through costs for the six months ended June 30, 2026 and 2025 were approximately $ 1.6 million and $ 1.4 million, respectively.
The Company accounts for its indirect 50 % interest in TZRC using the equity method of accounting. For the three months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was $ 3.9 million of net income and $ 0.7 million of net loss, respectively. For the six months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was $ 8.6 million of net income and $ 1.1 million of net loss, respectively. After giving effect to basis adjustments, the Company recognized Equity in earnings of unconsolidated joint venture in the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income  of $ 5.7 million and $ 1.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 12.1 million and $ 2.4 million for the six months ended June 30, 2026 and 2025, respectively. The carrying value of the Company’s investment in TZRC was $ 39.6  million and $ 45.2  million as of June 30, 2026 and December 31, 2025, respectively, and is included in the Company’s Unaudited Condensed Consolidated Balance Sheets.
​
​

21

Table of Contents

​
Note 9. Loans, notes payable, and other financial liabilities
Details of the Company’s loans, notes payable, and other financial liabilities are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
​
  ​ ​ ​
​
  ​ ​ ​
June 30,
​
December 31,

Issuance Date
  ​ ​ ​
Maturity Date
  ​ ​ ​
Interest Rate
  ​ ​ ​
2026
  ​ ​ ​
2025

Coinbase Credit Facility
​
​
 
​
​
 
​
​
 
​

June 26, 2023
​
June 16, 2026
 
9.00
%
$
—
​
$
200,000

​
​
​
​
​
​
​
​
​
​
​

Two Prime Credit Facility
​
​
​
​
​
​
​
​
​
​

August 25, 2025
​
(1)
​
7.99
%  
​
—
​
​
—

​
​
​
​
​
​
​
​
​
​
​

FalconX Term Loan
​
​
​
​
​
​
​
​
​
​

May 1, 2026
​
April 30, 2027
​
7.00
%  
​
200,000
​
​
—

​
​
​
​
​
​
​
​
​
​
​

TZRC Secured Promissory Note
​
​
​
​
​
  ​
​
​
  ​
​

December 6, 2022
​
April 8, 2027
 
15.25
%  
​
35,104
​
​
49,589

​
​
​
​
​
​
​
​
​
​
​

Coatue Note (convertible note)
​
​
​
​
​
​
​
​
​
​

June 28, 2024
​
June 28, 2029
​
8.00
%  
​
—
​
​
159,285

​
​
​
​
​
​
​
​
​
​
​

River Bend Notes
​
​
​
​
​
​
​
​
​
​

April 30, 2026
​
November 15, 2042
​
6.192
%  
​
3,250,000
​
​
—

​
​
​
​
​
​
​
​
​
​
​

Beacon Point Notes
​
​
​
​
​
​
​
​
​
​

June 9, 2026
​
November 30, 2042
​
6.129
%  
​
4,250,000
​
​
—

​
​
​
​
​
​
​
​
​
​
​

Other financial liability
​
(2)
​
(2)
​
​
3,303
​
​
2,544

​
​
​
​
​
​
​
​
​
​
​

Total principal and other financial liability balances
​
​
​
​
​
​
7,738,407
​
​
411,418

Less: unamortized discount and debt issuance costs
​
​
​
​
​
​
( 99,966 )
​
​
( 1,257 )

Total carrying amount
​
​
​
​
​
$
7,638,441
​
$
410,161

Less: current portion
​
​
​
​
​
​
234,705
​
​
199,926

Long-term portion
​
​
​
​
​
$
7,403,736
​
$
210,235

(1)
See Two Prime Credit Facility below for additional information

​
(2)
See Other financial liability below for additional information

​
The following table outlines maturities of our long-term debt, including the current portion, as of June 30, 2026:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
​

Year ending December 31,
​
​
​

2026 (excluding the six months ended June 30, 2026)
​
$
—

2027
​
 
235,104

2028
​
 
86,389

2029
​
​
100,634

2030
​
​
237,971

Thereafter
​
 
7,075,006

Total
​
$
7,735,104

​
During the three months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $ 209.7 million and nil , respectively. During the three months ended June 30, 2026 and 2025, the Company recorded amortization of debt issuance costs, included in interest expense, of $ 0.9 million and $ 0.1 million, respectively. During the three months ended June 30, 2026 and 2025, interest expense related to the Company’s debt was $ 50.6 million and $ 8.2 million, respectively. During the three months ended June 30, 2026, total interest cost incurred was $ 56.8 million, of which $ 5.7 million was capitalized to construction in progress, with the remainder recognized as interest expense in the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. No interest was capitalized during the three months ended June 30, 2025.

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Table of Contents

During the six months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $ 217.7 million and nil , respectively. During the six months ended June 30, 2026 and 2025, the Company recorded amortization of debt issuance costs, included in interest expense, of $ 1.1 million and $ 0.2 million, respectively. During the six months ended June 30, 2026 and 2025, interest expense related to the Company’s debt was $ 60.2 million and $ 16.4 million, respectively. During the six months ended June 30, 2026, total interest cost incurred was $ 66.1 million, of which $ 5.7 million was capitalized to construction in progress, with the remainder recognized as interest expense. No interest was capitalized during the six months ended June 30, 2025. See Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Capitalized interest for the Company’s capitalized interest accounting policy.
The Company accounts for all of its loans and notes payable in accordance with FASB ASC Topic 470,  Debt  (“ASC 470”), ASC 815, and FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company evaluated all of its loans and notes payable to determine if there were any embedded components that qualified as derivatives to be separately accounted for.
Coinbase credit facility
A wholly owned subsidiary of the Company was party to a credit facility with Coinbase Credit, Inc. (“Coinbase”). The original credit facility was established on June 26, 2023 (the “Original Credit Facility”) and was subsequently amended and restated on each of January 12, 2024, June 17, 2024, June 16, 2025, and December 22, 2025 (as amended and restated through December 22, 2025, the “Fourth Amended and Restated Credit Agreement”). The Original Credit Facility provided for an interest rate of  5.0 % plus the greater of (i) the U.S. Federal Funds Target Rate –  Upper Bound  and (ii)  3.25 %. On or prior to a drawdown, the Company was required to pledge, as collateral, Bitcoin with a custodian, Coinbase Custody Trust Company, LLC (“Coinbase Custody”), to be held in a segregated custody account under the Company’s ownership, such that the loan-to-value (“LTV”) ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or less than  60 %. If the value of the collateral under the credit facility decreased past a specified margin, the Company could have been required to post additional Bitcoin as collateral.
Under the terms of the Fourth Amended and Restated Credit Agreement, the total principal amount available under the facility increased by $ 70.0 million to up to $ 200.0 million. Borrowed amounts bore interest at 9.0 % per annum and were scheduled to mature on June 16, 2026. The Company drew the additional funds made available under the Fourth Amended and Restated Credit Agreement in full on December 22, 2025.
The Company’s obligations under the Fourth Amended and Restated Credit Agreement were secured by the Company’s interest in certain Bitcoin held in the custody of Coinbase Custody and Coinbase’s recourse was limited to such Bitcoin held in the custody of Coinbase Custody.
In May 2026, the Company repaid the outstanding obligations in full and terminated the Coinbase credit facility using proceeds from a term loan with FalconX Charlie, Inc. (“FalconX”), and the related Bitcoin collateral was released to the Company and became unencumbered. See FalconX Term Loan below for further details on the Company’s term loan with FalconX.
Two Prime Credit Facility
On August 25, 2025, a wholly owned subsidiary of the Company entered into a credit agreement (the “Two Prime Credit Agreement”) with Two Prime Lending Limited (“Two Prime”).
The Two Prime Credit Agreement provides for a revolving credit facility of up to $ 200.0  million. Amounts borrowed under the Two Prime Credit Agreement will bear interest at a rate equal to  7.99 % per annum. The facility will mature  364 days  after the date of the first borrowing. As of June 30, 2026, the Company had not borrowed any amounts under the Two Prime Credit Agreement; therefore, the 364 -day maturity period had not commenced. The Company 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.
As of June 30, 2026, the Company had  no  amounts outstanding under the Two Prime Credit Agreement.

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Table of Contents

FalconX Term Loan
In May 2026, the Company entered into a $ 200.0 million Bitcoin-collateralized term loan with FalconX Charlie, Inc. (the “FalconX Term Loan”). The FalconX Term Loan bears a fixed interest rate of 7.0 % per annum and matures on April 30, 2027. Proceeds from the FalconX Term Loan were used to repay in full the outstanding obligation and terminate the Fourth Amended and Restated Credit Agreement with Coinbase, which bore a fixed interest rate of 9.0 % at the time of repayment.
The Company may prepay the FalconX Term Loan, in whole or in part, at any time after the date that is six months following the closing date without penalty. Any prepayment or termination effected prior to that date is subject to an early termination fee ranging from 0.125 % to 0.25 % of the principal amount returned prior to maturity.
The FalconX Term Loan is secured by Bitcoin pledged as collateral by the Company and held in a segregated custody account, under the Company’s ownership, with a third-party custodian. The lender’s recourse is limited to the pledged Bitcoin collateral. Collateral requirements are based on fixed collateral-to-loan ratios. The facility is structured with an initial collateral ratio of 143 % , with margin call and liquidation thresholds at 130 % and 105 % , respectively. Excess collateral may be returned to the Company when the collateral ratio exceeds 163 % and certain conditions are met.
As of June 30, 2026, the outstanding principal balance of the FalconX Term Loan was $ 200.0 million and unamortized debt issuance costs were $ 0.1 million, resulting in a net carrying amount of $ 199.9 million.
TZRC Secured Promissory Note
The Company assumed the TZRC Secured Promissory Note in 2022 with an estimated fair value amount as of the date of investment of approximately $ 95.1  million as part of the consideration paid to acquire an equity membership interest in TZRC. The estimated fair value represents a discount of approximately $ 1.7  million from the carryover basis of the TZRC Secured Promissory Note. The discount is being amortized over the term of the TZRC Secured Promissory Note into interest expense.
The stated interest on the TZRC Secured Promissory Note accrues at a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the  prime rate  as published in The Wall Street Journal, plus (ii)  12.0 % per annum, (b)  15.25 % per annum and (c) the maximum rate of non-usurious interest permitted by law. The Company has the option to defer the interest until maturity of the note under a paid-in-kind (“PIK”) payment option. The Company elected to apply the PIK payment option. Accordingly, interest increases the principal amount of the TZRC Secured Promissory Note. PIK interest is payable upon maturity of the note in April 2027, unless or until any portion or all of the TZRC Secured Promissory Note is prepaid under the prepayment option discussed below. The Company is also subject to post-default interest of an additional  2 % upon occurrence of an event of default. The higher interest rate applies from the date of non-payment until such amount is paid in full. As of June 30, 2026 and December 31, 2025, the interest rate on the TZRC Secured Promissory Note was  15.25 %.
The TZRC Secured Promissory Note is secured by a first priority security interest in the Company’s membership interest in TZRC. The Company is not a guarantor of the TZRC Secured Promissory Note, and there is no recourse to the Company.
The PIK interest for the three months ended June 30, 2026 and 2025 was $ 1.4  million and $ 3.4 million, respectively. The PIK interest for the six months ended June 30, 2026 and 2025 was $ 3.2 million and $ 6.6 million, respectively. During the six months ended June 30, 2026, the Company made principal payments of $ 17.7 million on the TZRC Secured Promissory Note. As of June 30, 2026, approximately $ 35.1  million of principal and PIK interest, exclusive of a $ 0.3  million discount, was outstanding under the TZRC Secured Promissory Note, with payment of principal and PIK interest due upon the first to occur of (a) the date that is  five years  from origination on April 8, 2022, (b) the date of any event of dissolution of TZRC, and (c) the date of the closing of certain events specified in TZRC’s governing documents.

24

Table of Contents

Coatue Note (convertible note)
On June 21, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Coatue Tactical Solutions Lending Holdings AIV 3 LP (the “Coatue Fund”), and a subsidiary of the Company (the “Guarantor”) providing for the purchase and sale of a convertible note (the “convertible note”) in the principal amount of $ 150.0  million (such amount, together with any PIK interest accrued from time to time, the “Accreted Principal Amount”). The convertible note was a senior unsecured obligation of the Company and guaranteed by the Guarantor pursuant to a Guaranty Agreement. On June 28, 2024, the Company issued the convertible note to the Coatue Fund (the “Coatue Note”).
The convertible note bore interest at a rate of  8.00 % per year, payable quarterly in arrears on each March 31, June 30, September 30, and December 31, commencing September 30, 2024. Interest could be PIK or paid in cash, at the Company’s option. The convertible note had an initial term of  five years  and could be extended, at the Company’s option, for up to  three  additional  one-year  terms. At maturity (unless earlier converted, redeemed, or repurchased), the Company would have been required to pay the Coatue Fund the Accreted Principal Amount, together with any accrued and unpaid interest thereon.
During the term of the convertible note, the convertible note was convertible from time to time, in whole or in part, into shares of the Company’s common stock at the option of the Coatue Fund. The initial conversion price of the convertible note was $ 16.395  per share of common stock, subject to certain anti-dilution adjustments.
The Coatue Fund had the right to require the Company to repurchase all, but not less than all, of the convertible note upon a change of control or a delisting on a U.S. stock exchange. If the implied valuation of such event was at least $ 11.50  per share of the Company’s common stock, the mandatory redemption price would have been  150 % of the original principal amount of the convertible note (“Contingent Repurchase Right”), and if the implied valuation of such event was less than $ 11.50  per share of the Company’s common stock, the redemption price would have been equal to the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date.
Beginning on the two-year anniversary of the convertible note’s issuance and continuing until its maturity, the Company would have had the right, from time to time, to redeem all or any portion of the convertible note for a redemption price equal to  100 % of the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date if (i) the closing price of the Company’s common stock equaled or exceeded  150 % of the then-applicable conversion price for a specified period of time and (ii) there was an effective registration statement covering the resale of any shares of the Company’s common stock issued upon conversion of the convertible note or, in the alternative, the shares of the Company’s common stock issuable pursuant to the convertible note to the extent the Coatue Fund converted at the time were freely tradable by the Coatue Fund pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended (including without any restriction on volume), subject to a daily redemption limitation such that the number of shares of the Company’s common stock into which the Accreted Principal Amount to be redeemed would be converted did not exceed, after giving effect to such conversion,  100 % of the average daily trading volume of the Company’s common stock calculated over a specified period of time.  
The Purchase Agreement included certain representations, warranties, and covenants, including limitations on the ability of the Company and the Guarantor to incur indebtedness, make certain restricted payments and investments, and enter into affiliate transactions, subject to certain exceptions enumerated in the Purchase Agreement. The Company could consummate a transaction restricted by the foregoing covenants without the Coatue Fund’s consent, so long as it substantially concurrently and as a condition thereto repurchased the convertible note in full from the Coatue Fund for an amount in cash equal to the greater of (i)  120 % of the original principal amount of the convertible note and (ii) the Accreted Principal Amount, plus accrued and unpaid interest to the date of such repurchase. The Purchase Agreement also set forth certain standard events of default upon which the convertible note could be declared immediately due and payable.

25

Table of Contents

As described in Note 2.  Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives , the Company identified and separated an embedded derivative, the Contingent Repurchase Right, from the convertible note. The remaining debt host contract was discounted by the initial fair value of the separated embedded derivative from the convertible note of nil and was offset by issuance costs. The debt host contract of the convertible note was subsequently measured at amortized cost, and the debt discount and issuance costs were amortized to interest expense over the expected term of the host contract using the effective interest method. The convertible note had an effective interest rate of  8.24 % and its contractual interest expense was $ 1.3 million and $ 4.5 million for the three and six months ended June 30, 2026, respectively. The amortization of debt discount and issuance costs for the three and six months ended June 30, 2026 was  nil and $ 0.1 million, respectively. The fair value of the convertible note was estimated using the same method and inputs as the separated embedded derivative from the convertible note as disclosed in Note 10. Derivatives . The Company determined that the convertible note was a Level 3 liability given an unobservable input was included in its valuation. The separated embedded derivative from the convertible note was initially recorded at nil. See Note 10. Derivatives for a discussion of the separated embedded derivative from the convertible note.
In May 2026, the Coatue Fund converted the full Accreted Principal Amount of the Coatue Note of $ 159.3 million into 9,715,476 shares of the Company’s common stock at the original conversion price of $ 16.395 per share. Accrued and unpaid interest through the conversion date of $ 1.3 million, together with a de minimis amount in lieu of a fractional share, was paid in cash. Upon conversion, the Company (1) derecognized the net carrying amount of the convertible note of $ 158.6 million and the related separated embedded derivative from the convertible note of nil and (2) recorded $ 158.5 million to additional paid-in capital and $ 0.1 million to common stock in connection with the issuance of the shares of the Company’s common stock. As of June 30, 2026, there was no outstanding principal amount, unamortized debt discount and issuance costs, or net carrying amount related to the Coatue Note.
River Bend Notes
​
On April 30, 2026, Hut 8 DC LLC (“Hut 8 DC”), an indirect wholly owned subsidiary of the Company, issued $ 3.25 billion aggregate principal amount of 6.192 % senior secured notes due November 15, 2042 (the “River Bend Notes”) in a private offering. The River Bend Notes were issued at par.
Interest on the River Bend Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. Scheduled principal payments commence on May 15, 2028 and continue semi-annually through maturity. The River Bend Notes may be redeemed before their par call date of May 15, 2042 at a make-whole redemption price and thereafter at 100 % of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, including a qualifying change of control, Hut 8 DC may be required to offer to repurchase the River Bend Notes.
Gross proceeds from the issuance were $ 3.25 billion and debt issuance costs were $ 54.0 million. The proceeds are being used to (1) finance a portion of the development and construction of a 245 MW critical IT capacity data center and related substation infrastructure at the Company’s River Bend site in St. Francisville, Louisiana, (2) reimburse the Company for a portion of its prior equity contributions to Hut 8 DC used to fund the project, (3) fund debt service reserves, and (4) pay fees and expenses of the offering. The data center is leased in its entirety to Fluidstack USA IV Inc. (“Fluidstack”) and rent payable under the lease is the principal source of cash flow expected to service the River Bend Notes. The lease agreement is supported by a financial backstop provided by Google LLC for rent payments and certain other financial obligations thereunder.
The River Bend Notes are secured by first-priority liens on substantially all assets of Hut 8 DC, including the applicable project accounts, and by a pledge of the equity interests in Hut 8 DC. The River Bend Notes are obligations solely of Hut 8 DC and are not guaranteed by the Company, the tenant, or the lease guarantor.
The indenture governing the River Bend Notes contains customary restrictive covenants and requires Hut 8 DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets.

26

Table of Contents

As of June 30, 2026, the aggregate principal balance of the River Bend Notes was $ 3.25 billion. Unamortized debt issuance costs were $ 53.4 million, resulting in a net carrying amount of $ 3.20 billion. The debt issuance costs are being amortized over the term of the River Bend Notes using the effective interest method. As of June 30, 2026, the effective interest rate on the River Bend Notes was 6.41 % and the estimated fair value was $ 3.30 billion, determined using Level 2 inputs. The River Bend Notes are carried at amortized cost.
Beacon Point Notes
​
On June 9, 2026, Beacon Point DC LLC (“Beacon Point DC”), an indirect wholly owned subsidiary of the Company, issued $ 4.25 billion aggregate principal amount of 6.129 % senior secured notes due November 30, 2042 (the “Beacon Point Notes”) in a private offering. The Beacon Point Notes were issued at par.
Interest on the Beacon Point Notes is payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2026. Scheduled principal payments commence on May 30, 2030 and continue semi-annually through maturity. The Beacon Point Notes may be redeemed before the applicable par call date of May 30, 2042 at a make-whole redemption price and thereafter at 100 % of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, including a qualifying change of control, Beacon Point DC may be required to offer to repurchase the Beacon Point Notes.
Gross proceeds from the issuance were $ 4.25 billion and debt issuance costs were $ 46.4 million. The proceeds are being used to (1) finance the development and construction of a 352 MW critical IT capacity data center and related substation infrastructure at the Company’s Beacon Point site in Nueces County, Texas, (2) fund the debt service reserves, and (3) pay fees and expenses of the offering. The data center is leased in its entirety to a high-investment-grade company under a triple-net lease. Rent payable under the lease is expected to be the principal source of cash flow used to service the Beacon Point Notes.
The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, including the applicable project accounts, and by a pledge of the equity interests in Beacon Point DC. The Beacon Point Notes are obligations solely of Beacon Point DC and are not guaranteed by the parent company, the tenant, or any of their respective subsidiaries or affiliates.
The indenture governing the Beacon Point Notes contains customary restrictive covenants and requires Beacon Point DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets.
As of June 30, 2026, the aggregate principal balance of the Beacon Point Notes was $ 4.25 billion. Unamortized debt issuance costs were $ 46.2 million, resulting in a net carrying amount of $ 4.20 billion. The debt issuance costs are being amortized over the term of the Beacon Point Notes using the effective interest method. As of June 30, 2026, the effective interest rate on the Beacon Point Notes was 6.27 % and the estimated fair value was $ 4.30 billion, determined using Level 2 inputs. The Beacon Point Notes are carried at amortized cost.
Other financial liability
​
In February 2025, a consolidated subsidiary of the Company entered into a simple agreement for future equity (“SAFE agreement”) for a purchase amount of $ 3.5  million with a related party entity controlled by a person related to a member of the issuing subsidiary’s management. Pursuant to the terms of the SAFE agreement, on the closing of equity financing while the SAFE agreement is outstanding, the SAFE agreement will automatically convert into the number of shares of preferred stock of the subsidiary equal to the purchase amount divided by the lowest price per share of the Standard Preferred Stock (as defined in the SAFE agreement). The SAFE agreement was classified as a liability pursuant to ASC 480. The SAFE agreement is subject to revaluation at the end of each reporting period, with changes in its fair value recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

27

Table of Contents

As of June 30, 2026, solely for the purposes of estimating the fair value of the SAFE agreement, the Company estimated an equity conversion probability of 85 % within  12 months  and a SAFE agreement liquidity event probability of  15 % within  12 months . The Company also included the following inputs in estimating the fair value of the SAFE agreement using the PWERM:
​
​

​

​

​

​
  ​ ​ ​
June 30, 2026

Risk-free interest rate
​
3.80 % – 4.00
%

Credit spread
​
18.60
%

​
The following table provides a summary of activity and change in fair value of the SAFE agreement (Level 3 liability):
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Balance, beginning of period
​
$
3,205
​
$
2,361
​
$
2,544
​
$
—

Additions
​
​
—
​
​
—
​
​
—
​
​
3,500

Change in fair value
​
​
98
​
​
181
​
​
759
​
​
( 958 )

Balance, end of period
​
$
3,303
​
$
2,542
​
$
3,303
​
$
2,542

​
​
Note 10. Derivatives
The following table presents the Company’s Unaudited Condensed Consolidated Balance Sheets classification of derivatives carried at fair value:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in USD thousands)
​
​
June 30, 2026
​
December 31, 2025

Derivative
Balance Sheet Line
  ​ ​ ​
Asset
  ​ ​ ​
Liability
  ​ ​ ​
Asset
  ​ ​ ​
Liability

Derivatives not designated as hedging instruments:
​
​
​
​
​
​
​
​
​
​
​
​
​

Bitcoin redemption and put options
Derivative assets
​
$
180,013
​
$
—
​
$
117,402
​
$
—

Warrant liability
Warrant liability
​
​
—
​
​
55
​
​
—
​
​
146

Total derivatives
​
​
$
180,013
​
$
55
​
$
117,402
​
$
146

​
The following table presents the effect of derivatives on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
Three Months Ended
​
Six Months Ended

(in USD thousands)
​
​
June 30,
​
June 30,

Derivative
Statement of Operations Line
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Derivatives not designated as hedging instruments:
​
​
​
​
​
​
​
​
​
​
​
​
​

Bitcoin redemption and put options
Gain (loss) on derivatives
​
$
18,315
​
$
( 18,301 )
​
$
59,132
​
$
( 14,980 )

Covered call options
Gain (loss) on derivatives
​
​
—
​
​
( 102 )
​
​
—
​
​
17,439

Warrant liability
Gain on warrant liability
​
​
22
​
​
—
​
​
91
​
​
—

Total derivatives
​
​
$
18,337
​
$
( 18,403 )
​
$
59,223
​
$
2,459

​

28

Table of Contents

Bitcoin redemption and put options
During December 2024, the Company pledged approximately 968 Bitcoin with Bitmain in connection with its purchase of approximately 30,000 Bitmain Antminer S21+ ASIC miners under the Bitmain Purchase Agreement. Under the arrangement, the Company had the option to redeem the pledged Bitcoin at a mutually agreed upon fixed price, which started from the shipment date of the purchased ASIC miners and originally ended three months thereafter. The amount of Bitcoin that could be redeemed was pro-rata of the percentage of miners shipped on a compute power (hashrate) basis. During 2025 and January 2026, the Company amended the redemption period multiple times, extending the date by which the pledged Bitcoin could be redeemed. As noted in Note 5. Digital assets , during January 2026, the Bitcoin redemption option’s redemption period lapsed and went unredeemed. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives . The Company previously accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2024 due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. During the fiscal year ended 2025, the shipment date was finalized and therefore was no longer an unobservable input.
As part of the 2025 ABTC Bitmain Purchase Agreement, in August, September, and October 2025, American Bitcoin pledged Bitcoin with Bitmain in connection with a purchase of approximately 17,280 U3S21EXPH ASIC miners. The total amount of Bitcoin pledged was approximately 2,776 Bitcoin. American Bitcoin pledged the Bitcoin in four tranches, two tranches in August 2025, one tranche in September 2025, and one tranche in October 2025. American Bitcoin has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up to twenty-four months after the day immediately following each pledge date and loses the right to redeem the pledged Bitcoin should it not redeem them by the end of the redemption period. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives . As part of the purchase of the U3S21EXPH ASIC miners, the Company paid cash of approximately $ 46.0 million as a deposit and for certain expenses. American Bitcoin had an option to replace the $ 46.0 million cash paid with a Bitcoin pledge on or before November 5, 2025. In October 2025, American Bitcoin exercised its option to replace the $ 46.0 million cash paid with a Bitcoin pledge by pledging an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $ 46.0 million comprising the deposit and certain expenses.
In February 2026, in connection with the 2026 ABTC Bitmain Purchase Agreement, American Bitcoin pledged approximately 314 Bitcoin with Bitmain representing 80 % of the purchase price of approximately 11,298 S21 XP ASIC miners. American Bitcoin has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up to twenty-four months after the day immediately following the pledge date and loses the right to redeem the pledged Bitcoin should it not redeem them by the end of the redemption period. As part of the agreement, American Bitcoin has an option to extend the pledge period for an additional twelve months . American Bitcoin also has the option to pay the remaining 20 % of the purchase price under the 2026 ABTC Bitmain Purchase Agreement by pledging Bitcoin at a mutually agreed upon floor price, which is due one year after the shipment date of the S21 XP ASIC miners. The Company accounted for this Bitcoin redemption and put option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives.
The following table provides a summary of activity and change in fair value of the Company’s Bitcoin redemption and put options during the periods in which the instruments were classified within Level 3 of the fair value hierarchy. There was no Level 3 activity related to these instruments during the three and six months ended June 30, 2026, or the three months ended June 30, 2025.
​
​

​

​

​

​
​
Six Months Ended

​
​
June 30,

(in USD thousands)
  ​ ​ ​
2025

Balance, beginning of period
​
$
18,076

Transfer out of Level 3 (1)
​
​
( 18,076 )

Balance, end of period
​
$
—

(1)
The Bitcoin redemption and put options were transferred out of Level 3 during the six months ended June 30, 2025 due to changes in the observability of inputs used in the valuation

29

Table of Contents

Covered call options
As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives , from time to time, the Company has sold covered call options on Bitcoin to generate cash flow on a portion of its digital assets. In connection with these covered call options, the Company pledged Bitcoin as collateral with one of its digital asset custodians, in a quantity equal to the notional amount, for these covered call options sold. The collateral is returned to the Company should the covered call options expire with the underlying reference price below their strike price. The covered call options are only exercisable upon the date of expiry, are automatically exercised if the underlying reference price is greater than the strike price of the call option, and are settled with delivery of the underlying Bitcoin. The reference price is the Coinbase exchange Bitcoin price quoted in U.S. dollars. Covered call options were carried at fair value and were Level 2 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement . During the six months ended June 30, 2025, (1) covered call options on 1,500 Bitcoin notional expired with the underlying reference price below their strike prices, and the Company recorded a gain of $ 12.1 million; (2) the Company rolled a covered call option on 500 Bitcoin notional for a covered call option on the same Bitcoin notional by exchanging its previously outstanding call option for a new call option, and as a result of the roll, received $ 0.8 million in cash and recorded a gain of $ 4.2 million; and (3) the Company recorded an unrealized gain of $ 1.1 million related to changes in the fair value of outstanding covered call options. As of June 30, 2026, the Company had no covered call options outstanding.
Separated embedded derivative from the convertible note
In June 2024, as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives and Note 9. Loans, notes payable, and other financial liabilities , the Company issued a convertible note, the Coatue Note, with embedded derivatives and separated the Contingent Repurchase Right embedded derivative. The separated embedded derivative from the convertible note was separated from its debt host contract and was accounted for as a derivative liability carried at fair value in accordance with ASC 815. As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement , the separated embedded derivative from the convertible note was a Level 3 liability. A significant unobservable input included in the fair value estimate of the separated embedded derivative from the convertible note was management’s estimate of the Contingent Repurchase Right’s probability of occurrence, which was remote as at inception and throughout the term of the convertible note. As such, the initial fair value of the separated embedded derivative from the convertible note was nil and the fair value immediately before the debt host contract was converted was nil . Given the debt host contract was converted into shares of common stock of the Company in May 2026, the separated embedded derivative from the convertible note was also derecognized concurrently.
Warrant liability
On March 31, 2025, a wholly owned subsidiary of the Company contributed substantially all of the Company’s ASIC miners to American Data Centers Inc. in exchange for an 80 % interest in American Data Centers Inc. In connection with the transaction, American Data Centers Inc. was subsequently renamed as American Bitcoin Corp. (“Historical ABTC”).
On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and Historical ABTC, a majority owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “ABTC Merger Agreement”).
On September 3, 2025, in accordance with the terms of the ABTC Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the “First Merger”) as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the “First Merger Surviving Corporation”) and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “Second Merger” and, taken together with the First Merger, the “ABTC Merger”) as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed American Bitcoin Corp. (“American Bitcoin”) after the completion of the ABTC Merger (the “Closing”).

30

Table of Contents

In connection with the ABTC Merger, warrants to purchase Gryphon common stock (the “ABTC-Gryphon Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of American Bitcoin. The ABTC-Gryphon Warrants have an exercise price of $ 1.50 per share after giving effect to the ABTC Merger and the ABTC Reverse Stock Split (as defined in Note 12. Equity ), neither of which resulted in an adjustment to the exercise price. These warrants expire in January 2035.
In connection with the ABTC Merger, American Bitcoin assumed 91,551 ABTC-Gryphon Warrants. As of June 30, 2026, there were 5,947 ABTC-Gryphon Warrants outstanding. These warrant quantities reflect the effect of the ABTC Reverse Stock Split; see Note 12. Equity for additional information.
The ABTC-Gryphon Warrants meet the definition of a derivative under ASC 815, and due to the terms of the warrants, are required to be liability classified. The ABTC-Gryphon Warrant liabilities are carried at fair value, and are Level 3 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements.
As of June 30, 2026, the Company estimated the fair value of the ABTC-Gryphon Warrant liability using the Black-Scholes pricing model with the following inputs:
​
​

​

​

​

​

​
  ​ ​ ​
​
June 30, 2026

Exercise price
​
$
1.50
​

Expected price volatility
​
​
120.00
%

Risk-free interest rate
​
​
4.32
%

Expected term (in years)
​
​
8.50
​

Dividend yield
​
​
—
%

​
The following table provides a summary of activity and change in fair value of the ABTC-Gryphon warrant liability (Level 3 derivative liability), and there was no activity during the three and six months ended June 30, 2025:
​
​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

(in USD thousands)
  ​ ​ ​
June 30, 2026
  ​ ​ ​
June 30, 2026

Balance, beginning of period
​
$
77
​
$
146

Change in fair value
​
​
( 22 )
​
​
( 91 )

Balance, end of period
​
$
55
​
$
55

​
​
​

31

Table of Contents

Note 11. Leases
The Company’s operating leases are for its offices and certain of its mining facilities and data centers. The Company’s subsidiaries previously had finance leases, which were primarily related to equipment used at its data centers and the power plant located in Iroquois Falls, Ontario under the Far North JV. As of December 31, 2025, the Company classified the right-of-use asset and lease liability related to the finance lease as assets and liabilities held for sale due to the Far North JV sale described in Note 3. Far North JV sale . The Company does not have any finance leases as of June 30, 2026.
The following table shows the right-of-use assets and lease liabilities as of June 30, 2026 and December 31, 2025:
​
​

​

​

​

​

​

​

​
​
June 30,
​
December 31,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025

Right-of-use assets:
​
​
​
​
​
​

Operating leases
​
$
29,548
​
$
18,496

Total right-of-use assets
​
$
29,548
​
$
18,496

​
​
​
​
​
​
​

Lease liabilities:
​
​
​
​
​
​

Operating leases
​
$
30,402
​
$
19,170

Total lease liabilities
​
$
30,402
​
$
19,170

​
The Company no longer has a finance lease as of June 30, 2026 due to the sale of the Far North JV as noted in Note 3. Far North JV sale .  
The Company’s lease costs comprised the following:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Operating leases
​
​
  ​
​
​
  ​
​
​
  ​
​
​
  ​

Operating lease cost
​
$
1,429
​
$
1,275
​
$
2,623
​
$
2,478

Variable lease cost
​
​
240
​
​
242
​
​
480
​
​
479

Operating lease expense
​
​
1,669
​
​
1,517
​
​
3,103
​
​
2,957

Short-term lease expense
​
​
150
​
​
200
​
​
315
​
​
283

Total operating lease expense
​
​
1,819
​
​
1,717
​
​
3,418
​
​
3,240

Finance leases
​
​
​
​
​
​
​
​
​
​
​
​

Amortization of financed assets
​
​
—
​
​
1,471
​
​
—
​
​
2,897

Interest on lease obligations
​
​
—
​
​
641
​
​
181
​
​
1,292

Total finance lease expense
​
 
—
​
 
2,112
​
 
181
​
 
4,189

Total lease expense
​
$
1,819
​
$
3,829
​
$
3,599
​
$
7,429

​

32

Table of Contents

The following table presents supplemental lease information:
​
​

​

​

​

​

​

​

​

​

​
​
Six Months Ended
​

​
​
June 30,
​

(in USD thousands)
  ​ ​ ​
2026
  ​
  ​
2025
  ​ ​ ​

Operating cash outflows – operating leases
​
$
2,573
​
​
$
2,512
​

Operating cash outflows – finance leases
​
$
183
​
​
$
425
​

Financing cash outflows – finance leases
​
$
957
​
​
$
970
​

​
​
​
​
​
​
​
​
​

Right-of-use assets obtained in exchange for operating lease liabilities
​
$
13,131
​
​
$
197
​

​
​
​
​
​
​
​
​
​

​
​
As of
​

​
​
June 30,
​
​
December 31,
​

​
  ​ ​ ​
2026
  ​
  ​
2025
  ​ ​ ​

Weighted-average remaining lease term – operating leases (in years)
​
​
6.8
​
​
​
8.2
​

Weighted-average remaining lease term – finance leases (in years)
​
​
—
​
​
​
3.1
​

Weighted-average discount rate (1) – operating leases
​
 
10.6
%  
​
 
11.7
%  

Weighted average discount rate – finance leases
​
 
—
%  
​
 
10.0
%  

(1)
The Company’s operating leases do not provide an implicit rate, therefore the Company uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease.

​
The following table presents the Company’s future minimum operating lease payments as of June 30, 2026:
​
​

​

​

​

​
  ​ ​ ​
Operating

(in USD thousands)
  ​ ​ ​
Leases

Remainder of 2026
​
$
3,828

2027
​
 
7,509

2028
​
 
7,253

2029
​
 
6,350

2030
​
​
5,021

Thereafter
​
​
14,052

Total undiscounted lease payments
​
 
44,013

Less present value discount
​
 
( 13,611 )

Present value of operating lease liabilities
​
$
30,402

​
As of June 30, 2026, there were no future finance lease payments.
​
​
Note 12. Equity
Authorized shares
The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 1,000,000,000 shares of common stock, par value of $ 0.01 per share, and 25,000,000 shares of preferred stock, par value of $ 0.01 per share.

33

Table of Contents

Common stock
At-the-Market Offering and Stock Repurchase Programs
On December 4, 2024, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “2024 ATM”), allowing the Company to offer and sell up to $ 500.0 million of its common stock from time to time. Concurrently, the Company launched a $ 250.0 million stock repurchase program. Under Canadian law, the number of shares the Company can repurchase through July 20, 2027 is 6,159,439 shares (representing approximately 5.0 % of the Company’s issued and outstanding common stock as of July 20, 2026). During the six months ended June 30, 2025, the Company issued and sold 4,205,019 shares of its common stock under the 2024 ATM for gross proceeds of $ 113.1 million, incurred issuance costs of $ 1.1 million, and repurchased nil shares of its common stock under the stock repurchase program.
On August 22, 2025, the Company established a $ 1.0 billion at-the-market equity program (the “2025 ATM”), which replaced the 2024 ATM. During the six months ended June 30, 2026, the Company issued and sold 2,101,363 shares of its common stock under the 2025 ATM for gross proceeds of $ 120.9 million and incurred issuance costs of $ 0.8 million.
Common stock warrants
In connection with the business combination of Hut 8 Mining Corp. (“Legacy Hut”) and U.S. Data Mining Group, Inc. (“USBTC”) on November 30, 2023 (the “Business Combination”), warrants to purchase Legacy Hut common shares outstanding immediately before the Business Combination were assumed by the Company. Post-Business Combination, the warrant holders are entitled to receive, upon exercise, in lieu of Legacy Hut common shares, shares of common stock of the Company at an exchange ratio of 0.2000 , rounded down to the nearest whole share at a warrant agreement level if applicable, and at an exercise price of the original exercise price divided by the exchange ratio of 0.2000 , rounded up to the nearest whole cent if applicable. The warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price due to the use of a certain volume-weighted average price of shares. The Company accounts for its warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each warrant was estimated on the date of assumption using the Black-Scholes pricing model.
The warrants assumed in the Business Combination expire on September 17, 2026.
Transactions involving the Company’s equity-classified warrants are summarized as follows:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
Weighted average

​
​
Number of
​
exercise price
​
remaining contractual

(in thousands, except share and per share amounts)
  ​ ​ ​
shares
  ​ ​ ​
(per share)
  ​ ​ ​
life (in years)

Outstanding as of December 31, 2025
​
1,895
​
$
53.45
​
​
0.7

Outstanding as of June 30, 2026
​
1,895
​
$
53.45
​
​
0.2

​

34

Table of Contents

American Bitcoin reverse stock split and non-controlling interest
On July 2, 2026, American Bitcoin effected a 1 -for-15 reverse stock split of its issued and outstanding Class A and Class B common stock (the “ABTC Reverse Stock Split”). The ABTC Reverse Stock Split affected all American Bitcoin stockholders uniformly and did not alter any stockholder’s percentage ownership interest or proportionate voting power in American Bitcoin’s equity, except for de minimis changes as a result of the elimination of fractional shares. No fractional shares were issued in connection with the ABTC Reverse Stock Split. Unless otherwise indicated, these Unaudited Condensed Consolidated Financial Statements retroactively reflect the ABTC Reverse Stock Split, including its effect on the quantities of American Bitcoin common stock, warrants assumed by American Bitcoin (and their exercise prices, as applicable), and restricted stock units issued by American Bitcoin.
During the six months ended June 30, 2025, Historical ABTC entered into a Common Stock Purchase Agreement (the “ABTC Purchase Agreement”) for a private placement (the “Private Placement”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the ABTC Purchase Agreement, Historical ABTC agreed to sell and issue to the Purchasers shares of its Class A common stock for gross proceeds of $ 200.0 million (up to maximum gross proceeds of $ 250.0 million to satisfy oversubscriptions). The closing of the Private Placement occurred on June 27, 2025. At the closing, Historical ABTC sold and issued 11,002,954 shares of its Class A common stock ( 10,635,825 shares of Class A common stock of American Bitcoin post-ABTC Merger exchange ratio of 14.4995 and ABTC Reverse Stock Split) for aggregate gross proceeds in cash and Bitcoin (as described below) of $ 220.1 million, and aggregate net proceeds of approximately $ 215.3 million after deducting certain fees and expenses incurred in connection with the Private Placement, including aggregate commissions of $ 4.8 million. $ 10.0 million worth of Historical ABTC Class A common stock was sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $ 104,000 . Accordingly, the Company recorded $ 122.6 million to additional paid-in capital, representing the portion of the Private Placement attributable to the Company, and $ 92.7 million to non-controlling interest, representing the portion attributable to the non-controlling interest.
On September 3, 2025, American Bitcoin entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “American Bitcoin 2025 ATM”), allowing American Bitcoin to offer and sell up to $ 2.1 billion of its shares of Class A common stock from time to time. During the six months ended June 30, 2026, American Bitcoin issued and sold 7,755,671 shares of its Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $ 144.7 million and incurred issuance costs of $ 0.6 million. As a result, the Company recorded $ 38.7 million to additional paid-in capital, representing the portion of the shares of American Bitcoin Class A common stock sold under the American Bitcoin 2025 ATM attributable to the Company, and $ 105.4 million to non-controlling interest, representing the portion attributable to the non-controlling interest.
During the six months ended June 30, 2026, American Bitcoin issued shares of its Class A common stock to third parties, as disclosed above in this note, thereby reducing the Company’s ownership percentage in American Bitcoin. The Company continues to maintain control of American Bitcoin after these share issuances, and the issuances were accounted for as equity transactions under FASB ASC Topic 810, Consolidation (“ASC 810”). These share issuances by American Bitcoin are also accounted for under FASB ASC Topic 740, Income Taxes (“ASC 740”) by assessing the deferred tax consequences of the outside basis difference. The tax impact of the difference between the fair value of the consideration received and the amount by which the non-controlling interest is adjusted is recognized in equity. Accordingly, the Company recorded $ 9.1 million as a deferred tax liability, with the offset recognized in additional paid-in capital. No gain or loss was recognized.
Far North JV non-controlling interest
As described in Note 3. Far North JV sale , the Company sold its ownership in the Far North JV on February 2, 2026. Immediately prior to the sale, (1) the non-controlling interest exercised 2,000,000 Penny Warrants of the Far North JV and (2) the non-controlling interest sold its entire ownership in the Far North JV to the Company for $ 10.0 million (C$ 13.9 million) that was paid by TransAlta to the non-controlling interest directly as partial satisfaction of the purchase price of the Far North JV sale. Given the Company maintained control of the Far North JV after both the exercise of the Penny Warrants and acquiring the non-controlling interest, these transactions were accounted for as equity transactions under ASC 810.

35

Table of Contents

The following table summarizes the effect of changes in ownership of American Bitcoin and the Far North JV on equity attributable to the Company for the periods presented:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Net (loss) income attributable to Hut 8 Corp.
​
$
( 150,191 )
​
$
137,312
​
$
( 370,040 )
​
$
3,423

Additional paid-in capital:
​
​
​
​
​
​
​
​
​
​
​
​

Increase in additional paid-in capital from the issuance of Class A common stock by Historical ABTC and or American Bitcoin, net of issuance costs
​
​
6,208
​
​
122,556
​
​
38,708
​
​
122,556

Decrease in additional paid-in capital from the issuance of Class A common stock by American Bitcoin – restricted stock unit settlements
​
​
( 646 )
​
​
—
​
​
( 646 )
​
​
—

Decrease in additional paid-in capital from deferred income tax on American Bitcoin – equity transactions
​
​
( 560 )
​
​
—
​
​
( 9,099 )
​
​
—

Decrease in additional paid-in capital from the exercise of Penny Warrants issued by the Far North JV
​
​
—
​
​
—
​
​
( 283 )
​
​
—

Decrease in additional paid-in capital from the non-controlling interest acquisition prior to the sale of the Far North JV
​
​
—
​
​
—
​
​
( 7,815 )
​
​
—

Changes from net (loss) income attributable to Hut 8 Corp. and total effect of changes in ownership of American Bitcoin and the Far North JV on equity attributable to Hut 8 Corp.
​
$
( 145,189 )
​
$
259,868
​
$
( 349,175 )
​
$
125,979

​
ABTC-Akerna Warrants
In connection with the ABTC Merger on September 3, 2025, warrants to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Common Warrants”) and warrants issued to underwriters to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Underwriter Warrants” and, collectively with the ABTC-Akerna Common Warrants, the “ABTC-Akerna Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, American Bitcoin Class A common stock, at an exchange ratio of 0.2000 and at an exercise price of the exercise price immediately preceding the ABTC Merger divided by the exchange ratio of 0.2000 . As a result of the ABTC Reverse Stock Split, the number of shares issuable upon exercise of the ABTC-Akerna Warrants was reduced on a 1-for-15 basis, and the exercise price per share was increased by a corresponding factor of 15. The ABTC-Akerna Warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price. The Company accounts for its ABTC-Akerna Warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the ABTC-Akerna Warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each ABTC-Akerna Warrant was estimated on the date of assumption using the Black-Scholes pricing model.
The ABTC-Akerna Common Warrants and ABTC-Akerna Underwriter Warrants assumed in the ABTC Merger expire on July 5, 2027 and June 29, 2027, respectively.

36

Table of Contents

Transactions involving the Company’s equity-classified ABTC-Akerna Warrants are summarized as follows:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
Weighted average

​
​
Number of
​
exercise price
​
remaining contractual

(in thousands, except share and per share amounts)
  ​ ​ ​
shares
  ​ ​ ​
(per share)
  ​ ​ ​
life (in years)

Outstanding as of December 31, 2025
​
1,521
​
$
555.00
​
​
1.5

Outstanding as of June 30, 2026
​
1,521
​
$
555.00
​
​
1.0

​
Subsidiary Penny Warrants
In 2025, the Far North JV, a former consolidated subsidiary of the Company, issued 2,000,000 Penny Warrants with an exercise price of less than one penny per share. These subsidiary Penny Warrants represented approximately 10 % of the Far North JV’s common stock outstanding on a non-diluted basis prior to their exercise, expired three years from issuance date, and entitled the holder to receive shares of a class of common stock of the Far North JV upon exercise. All classes of common stock of the Far North JV had equal rights to earnings on a per share basis. The Company accounted for its subsidiary’s Penny Warrants as equity instruments based on the specific terms of the subsidiary Penny Warrant agreements, and recorded them in additional paid-in capital in equity based on their fair value on issuance. The classification of the subsidiary Penny Warrants, including whether such instruments should have been recorded as liabilities, was re-assessed at the end of each reporting period while they were outstanding. The fair values of the subsidiary Penny Warrants were estimated on their dates of issuance and were approximately equal to the fair value of the shares of a class of common stock underlying the subsidiary Penny Warrants given their exercise price represented little cash consideration.
The subsidiary Penny Warrants were issued in connection with finance lease payment deferral elections by a subsidiary of the Far North JV, and accordingly, the corresponding cost was capitalized to the associated right-of-use asset in connection with lease remeasurements. The weighted average issuance-date fair value of the subsidiary Penny Warrants was $ 0.90 per share.
The subsidiary Penny Warrants were exercised in February 2026 in connection with the sale of the Far North JV; refer to Note 3. Far North JV sale for further information on the Far North JV sale.
Transactions involving the Company’s equity-classified subsidiary Penny Warrants are summarized as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
Number of
​
Weighted average
​
Aggregate
​
Weighted average

​
​
shares of
​
exercise price
​
intrinsic
​
remaining contractual

(in USD thousands, except share and per share amounts)
  ​ ​ ​
Far North JV
  ​ ​ ​
(per share)
  ​ ​ ​
value
  ​ ​ ​
life (in years)

Outstanding as of December 31, 2025
​
2,000,000
​
$
(1)
​
$
1,823
​
​
2.1

Exercised
​
( 2,000,000 )
​
​
(1)
​
​
3,421
​
​
​

Outstanding as of June 30, 2026
​
—
​
$
—
​
$
—
​
​
—

(1)
Represents little cash consideration of less than a penny per share.

​
Accumulated other comprehensive loss
The changes in accumulated other comprehensive loss, net of tax, are as follows:
​
​

​

​

​

​

​

​

​

​

​

​
​
December 31,
​
Net
​
June 30,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
Change
  ​ ​ ​
2026

Foreign currency translation adjustment loss
​
$
( 10,432 )
​
$
( 21,949 )
​
$
( 32,381 )

Total
​
$
( 10,432 )
​
$
( 21,949 )
​
$
( 32,381 )

​
​

37

Table of Contents

Note 13. 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”), the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted to employees, consultants, and directors of the Company and its affiliates. Cancelled and forfeited awards are returned to the 2023 Plan for future awards. During the quarter ended June 30, 2026, the Company’s stockholders approved an amendment to the 2023 Plan to increase the number of shares of common stock reserved and available for issuance under the 2023 Plan by 5,000,000 shares. Accordingly, an aggregate of 22,644,625 shares of the Company’s common stock have been authorized and registered to be issued under the 2023 Plan.
On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination. 4,490,400 shares of the Company’s common stock have been authorized and registered to be issued under the 2021 Plan, and no further awards are available for grant under the 2021 Plan.
The 2018 Plan was originally established by Legacy Hut on February 15, 2018 to allow Legacy Hut to award stock options and restricted share units to employees, consultants, service providers, and directors of Legacy Hut and its affiliates, as well as deferred share units to employees and directors of Legacy Hut. 1,553,254 shares of common stock have been authorized and registered to be issued under the 2018 Plan.
In connection with the Business Combination, USBTC stock options outstanding immediately before the Business Combination were exchanged for 0.6716 stock options of the Company under the 2021 Plan (the “USBTC Replacement Options”). Upon the Business Combination, fractional stock options, if any, were rounded down to the nearest whole stock option at an award level. The exercise price of any USBTC Replacement Option was equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716 , rounded up to the nearest whole cent, if applicable.
In connection with the Business Combination, equity awards outstanding under the 2018 Plan were amended such that (1) restricted share units and deferred share units were amended to settle in shares of the Company’s common stock under the 2018 Plan and (2) stock options were cancelled and reissued under the 2023 Plan, all at an exchange ratio of 0.2000 effective November 30, 2023. The exercise price of stock options immediately before the Business Combination was divided by the exchange ratio of 0.2000 , rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the reissued stock options. Fractional awards, if any, were rounded down to the nearest whole award unit at a holder level.
As of June 30, 2026, 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 six months ended June 30, 2026 and June 30, 2025 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income is as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Stock options
​
$
394
​
$
3,063
​
$
1,532
​
$
3,243

Restricted stock units
​
​
14,207
​
​
2,072
​
​
26,566
​
​
3,365

Performance stock units
​
​
36,638
​
​
2,505
​
​
74,015
​
​
4,825

Total stock-based compensation expense recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
​
$
51,239
​
$
7,640
​
$
102,113
​
$
11,433

Stock-based compensation capitalized in property and equipment, net
​
$
509
​
$
—
​
$
615
​
$
—

​

38

Table of Contents

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 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.
The market-based vest conditions of the stock options granted during 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 assumptions in the table below. No stock options were granted by the Company during the six months ended June 30, 2026.
​
​

​

​

​

​
​
Six Months Ended
​

​
​
June 30,
​

​
  ​ ​ ​
2025
  ​

Dividend yield
​
—
%

Expected price volatility
​
120.00
%

Risk-free interest rate
​
4.05
%

Expected term (in years)
​
6.0
​

​
As of June 30, 2026, there were 192,521 unvested service-based options and 333,334 unvested service and market-based options.
A summary of stock options for the six months ended June 30, 2026 and June 30, 2025 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, 2025
​
2,866,678
​
$
5.63
​
$
115,553
​
6.2

Exercised
​
( 873,267 )
​
​
12.02
​
​
71,598
​
​

Forfeited, canceled, or expired
​
( 33,661 )
​
​
0.39
​
​
​
​
​

Outstanding as of June 30, 2026
​
1,959,750
​
$
2.88
​
$
220,609
​
6.0

Vested and exercisable as of June 30, 2026
​
1,433,895
​
$
0.39
​
$
164,977
​
6.3

39

Table of Contents

​
​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
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
​
( 355,363 )
​
​
0.39
​
​
4,622
​
​

Forfeited, canceled, or expired
​
( 68,093 )
​
​
0.39
​
​
​
​
​

Outstanding as of June 30, 2025
​
3,538,473
​
$
4.64
​
$
49,411
​
6.8

Vested and exercisable as of June 30, 2025
​
1,897,513
​
$
0.61
​
$
34,139
​
7.2