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

​
The Company had approximately $ 0.1 million and $ 1.2 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 0.7 years and 0.8 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of June 30, 2026. The Company had approximately $ 0.3 million and $ 6.4 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 1.0 years and 0.9 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of June 30, 2025.
No stock options were granted during the six months ended June 30, 2026. The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2025 was $ 9.44 per share.
Restricted stock units
Restricted stock units granted under the 2023 Plan, and those governed under the 2018 Plan that may settle in shares of common stock of the Company, entitle recipients to receive a number of shares of the Company’s common stock over a vesting period, according to each respective restricted stock unit agreement. At the Company’s discretion, restricted stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any restricted stock units in cash or in a combination of shares of common stock and cash.
For restricted stock units under the 2023 Plan, stock-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s common stock on the date of grant. For restricted stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled restricted stock unit awards on a graded basis over the awards’ service-based vesting tranches. Share-settled restricted stock unit awards generally vest in equal annual or quarterly installments over a three - or four-year period or vest by certain dates for non-employee directors and certain employees (unless accelerated in connection with a change in control event under specified conditions as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the award’s governing plan or applicable agreement).
The following table presents a summary of the activity of the service-based restricted stock units:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Unvested as of December 31, 2025
​
3,385,210
​
$
39.22
​
$
155,517

Granted
​
351,877
​
​
73.85
​
​
​

Vested
​
( 409,095 )
​
​
14.46
​
​
30,877

Forfeited
​
( 51,829 )
​
​
28.79
​
​
​

Unvested as of June 30, 2026
​
3,276,163
​
$
46.20
​
$
378,217

40

Table of Contents

​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Unvested as of December 31, 2024
​
1,141,453
​
$
10.62
​
$
23,388

Granted
​
495,540
​
​
12.64
​
​
​

Vested
​
( 379,733 )
​
​
9.91
​
​
5,873

Forfeited
​
( 154,934 )
​
​
13.04
​
​
​

Unvested as of June 30, 2025
​
1,102,326
​
$
11.43
​
$
20,503

​
The Company had approximately $ 118.1 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan that are settleable in shares of common stock of the Company as of June 30, 2026, which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.1 years. The Company had approximately $ 7.1 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan and 2018 Plan that are settleable in shares of common stock of the Company as of June 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.3 years.
Deferred stock units
Deferred stock units granted under the 2023 Plan, and those governed under the 2018 Plan that are settleable in shares of common stock of the Company, entitled recipients to receive a number of shares of the Company’s common stock over a vesting period if applicable, as per each respective deferred stock unit agreement. At the Company’s discretion, deferred stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any deferred stock units in cash or in a combination of shares of common stock and cash.
For deferred stock units under the 2023 Plan, the stock-based compensation expense related to share-settled deferred stock units is based on the fair value of the Company’s common stock on the date of grant. For deferred stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled deferred stock unit awards on a graded basis over the awards’ vesting tranches. Share-settled deferred stock unit awards granted to date were granted in vested state and can only be settled for shares of common stock of the Company upon the participant’s departure from the Company.
The following table presents a summary of the activity of the deferred stock units:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Vested and outstanding as of December 31, 2025
​
73,954
​
$
9.72
​
$
3,397

Vested and outstanding as of June 30, 2026
​
73,954
​
$
9.72
​
$
8,538

​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

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

Vested and outstanding as of June 30, 2025
​
73,954
​
$
9.72
​
$
1,376

​
There was no remaining unrecognized compensation expense related to deferred stock units as of June 30, 2026 and June 30, 2025.

41

Table of Contents

Performance stock units
Performance stock units granted under the 2023 Plan entitle recipients to receive a number of shares of the Company’s common stock based on market, performance, and/or service conditions as per each respective performance stock unit agreement. At the Company’s discretion, performance stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any performance stock units in cash or in a combination of shares of common stock and cash.
In April 2025, the Company granted 240,698 performance stock units, including to its Chief Financial Officer and Chief Legal Officer, with varying performance-based vest conditions. All but two of these grants had three performance-based vest conditions with 100 % of the units eligible to vest upon the achievement of at least one of three performance targets and 200 % of the units eligible to vest upon the achievement of two out of the three performance targets; the performance targets for such grants were based on the achievement of certain site development, commercialization, and earnings targets during a specified reference period. A grant was also issued to an employee with a performance-based vest condition of sourcing a site with a certain committed utility load; upon satisfaction of the performance-based vest condition, 25 % of the units will vest, and thereafter the remaining performance stock units will vest in equal annual installments for a three-year period. A grant was issued to an employee with a performance-based vest condition of achieving a certain operational milestone for a subsidiary of the Company and certain earnings targets. All of the performance stock units granted had a service condition requiring continuous employment with the Company while the performance-based vest conditions are satisfied.
In June 2025, the Company granted 873,362 performance stock units to its Chief Executive Officer and Chief Strategy Officer with an approximately three-year service period and performance-based vest conditions as follows: one third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80 %, 100 %, or 300 % of the units eligible to vest, with linear interpolation between 100 % and 300 % on the operational and earnings-related performance conditions noted below. The three performance conditions are as follows: (1) the Company enters into agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (2) the Company achieves certain earnings targets, and (3) a subsidiary of the Company achieves certain financing and transactional milestones. In June 2025, 127,890 performance stock units granted in April 2025 to 20 employees, including to the Company’s Chief Financial Officer and Chief Legal Officer, were modified to have the same performance and service-based vest conditions, portion of awarded units eligible to vest, and payout tiers as the performance stock units granted in June 2025 to the Company’s Chief Executive Officer and Chief Strategy Officer. Immediately prior to the modification, the modified performance stock units were not probable of vesting, and accordingly no stock-based compensation expense was recorded. The total incremental compensation cost expected to be recognized under these modified performance stock units, as of the date of the modification, was $ 2.0 million over a weighted-average remaining vesting period of approximately 3.0 years.
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 performance conditions noted below. The three performance conditions are as follows: (1) the Company enters into agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (2) the Company achieves certain earnings targets, and (3) a Company site achieves certain operational milestones.
The Company recognizes stock-based compensation expense associated with performance stock unit awards on a graded basis over the later of the awards’ time-based service condition and, if applicable, market-based derived service period per tranche. Stock-based compensation expense associated with performance stock units with market-based vest conditions is not adjusted in future periods for the success or failure to achieve the specified market conditions, and for awards with performance-based vest conditions, it is only recognized if the performance-based vest conditions are considered probable of being satisfied.

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Table of Contents

The following table presents a summary of the activity of the performance stock units:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Unvested as of December 31, 2025
​
4,556,934
​
$
53.16
​
$
317,062

Granted
​
334,215
​
​
114.79
​
​
​

Forfeited
​
( 52,815 )
​
​
13.78
​
​
​

Unvested as of June 30, 2026
​
4,838,334
​
$
57.85
​
$
792,364

​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Unvested as of December 31, 2024
​
1,602,609
​
$
17.56
​
$
65,675

Granted
​
1,114,060
​
​
17.69
​
​
​

Forfeited
​
( 48,517 )
​
​
12.37
​
​
​

Unvested as of June 30, 2025
​
2,668,152
​
$
17.71
​
$
75,086

​
As of June 30, 2026 and June 30, 2025, unrecognized stock-based compensation expense related to the Company’s performance stock units with market-based vest conditions and performance-based vest conditions considered probable of vesting was $ 139.8 million and $ 32.1 million, respectively, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 years and 2.0 years, respectively.
American Bitcoin stock-based compensation
The stock-based award information presented below gives effect to the 1 -for-15 ABTC Reverse Stock Split effected on July 2, 2026 by American Bitcoin. See Note 12. Equity for further information on the ABTC Reverse Stock Split.
​
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 directors of American Bitcoin and its affiliates. As of the ABTC 2025 Plan’s effective date, 12,130,948 shares of the American Bitcoin common stock were reserved for issuance under the ABTC 2025 Plan, subject to an annual automatic increase on each January 1 from 2026 through 2035, equal to the lesser of (a) the excess of 20 % of American Bitcoin’s fully diluted shares outstanding as of the preceding December 31 over the shares then reserved under the ABTC 2025 Plan, and (b) such number as determined by American Bitcoin’s board of directors. Shares subject to awards that are cancelled and forfeited, and shares returned through certain other mechanisms, are returned to the share reserve and become available for future grants.
​
The following table presents a summary of the activity of the American Bitcoin restricted stock units:
​
​

​

​

​

​

​

​

​

​

​
​
​
​
Weighted average
​
​

​
​
Number of
​
grant-date
​
Aggregate

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

Unvested as of December 31, 2025
​
—
​
$
—
​
$
—

Granted
​
181,493
​
​
16.00
​
​
​

Vested
​
( 52,944 )
​
​
15.30
​
​
649

Unvested as of June 30, 2026
​
128,549
​
$
16.29
​
$
1,313

​
​
​

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Table of Contents

As of June 30, 2026, unrecognized stock-based compensation expense related to the American Bitcoin restricted stock units was $ 1.8 million, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.7 years.
Note 14. Net (loss) income per share of common stock
Basic and diluted net (loss) income per share attributable to common stockholders is computed as described in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net (loss) income per share attributable to common stockholders .
The following table presents potentially dilutive securities that were not included in the computation of diluted net (loss) income per share of common stock as their inclusion would have been anti-dilutive and/or their issuance upon satisfying a contingency, if applicable, was not satisfied or deemed satisfied as of period end:
​
​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

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

Stock options (1)
​
1,959,750
​
1,000,000
​
1,959,750
​
1,000,000

Restricted stock units
​
3,276,163
​
43,077
​
3,276,163
​
95,473

Deferred stock units
​
73,954
​
—
​
73,954
​
—

Performance stock units (2)
​
4,838,334
​
1,096,707
​
4,838,334
​
1,096,707

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

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

Total
​
10,150,096
​
2,141,679
​
10,150,096
​
11,909,551

(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.

(2)
749,844 performance stock units with performance-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 performance-based vest conditions were not met if the reporting period end was deemed the end of the awards’ vest period for ASC 260 purposes.

​

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Table of Contents

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

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
Six Months Ended

​
​
June 30,
​
June 30,

(in USD thousands, except share and per share amounts)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025

Numerator:
​
​
​
​
​
​
​
​
​
​
​
​

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

Subsidiary Penny Warrant adjustment to net (loss) income attributable to Hut 8 Corp. (1)
​
​
—
​
​
195
​
​
( 51 )
​
​
285

Net (loss) income attributable to Hut 8 Corp. – basic
​
$
( 150,191 )
​
$
137,507
​
$
( 370,091 )
​
$
3,708

​
​
​
​
​
​
​
​
​
​
​
​
​

Effect of dilutive shares on net (loss) income:
​
​
​
​
​
​
​
​
​
​
​
​

Effect of convertible note and separated embedded derivative from the convertible note, net of tax
​
​
—
​
​
2,366
​
​
—
​
​
—

Effect of subsidiary warrant liability (ABTC-Gryphon Warrants) on net (loss) income attributable to Hut 8 Corp. – diluted (2)
​
​
( 15 )
​
​
—
​
​
( 69 )
​
​
—

Net (loss) income attributable to Hut 8 Corp. – diluted
​
$
( 150,206 )
​
$
139,873
​
$
( 370,160 )
​
$
3,708

​
​
​
​
​
​
​
​
​
​
​
​
​

Denominator:
​
​
​
​
​
​
​
​
​
​
​
​

Weighted average shares of common stock outstanding – basic
​
​
118,483,238
​
​
104,246,041
​
​
114,794,476
​
​
103,554,237

Dilutive impact of outstanding equity awards
​
​
—
​
​
5,245,650
​
​
—
​
​
5,515,971

Dilutive impact of convertible note
​
​
—
​
​
9,527,070
​
​
—
​
​
—

Weighted average shares of common stock outstanding – diluted
​
​
118,483,238
​
​
119,018,761
​
​
114,794,476
​
​
109,070,208

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

Basic attributable to Hut 8 Corp. (3)
​
$
( 1.27 )
​
$
1.32
​
$
( 3.22 )
​
$
0.04

Diluted attributable to Hut 8 Corp. (4)
​
$
( 1.27 )
​
$
1.18
​
$
( 3.22 )
​
$
0.03

(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.

(2)
Calculated as the net adjustment from (i) subsidiary warrant liability fair value remeasurement from ABTC-Gryphon Warrants, net of tax and (ii) the adjustment of subsidiary ABTC-Gryphon Warrants to net (loss) income attributable to Hut 8 Corp. – diluted

(3)
Calculated as net (loss) income attributable to Hut 8 Corp. – basic, divided by weighted average shares of common stock outstanding – basic

(4)
Calculated as net (loss) income attributable to Hut 8 Corp. – diluted, divided by weighted average shares of common stock outstanding – diluted

​
Note 15. Income taxes
For the six months ended June 30, 2026, the Company determined that the estimated annual effective tax rate could not be reliably estimated and, accordingly, computed its tax provision using the discrete method, treating the year - to - date period as if it were an annual period. For the six months ended June 30, 2025, the Company computed its tax provision using the estimated annual effective tax rate method.
​
For the three months ended June 30, 2026, the Company’s income tax benefit and effective tax rate were $ 31.5  million and  15.1 %, respectively. This rate differed from the statutory federal income tax rate of  21.0 % primarily due to the impact of the IRC Section 162(m) limitation on the deductibility of certain employee compensation. For the three months ended June 30, 2025, the Company’s income tax expense and effective tax rate were $ 27.6  million and  16.7 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to a non-taxable portion of gains on digital assets and Subpart F income.
​

45

Table of Contents

For the six months ended June 30, 2026, the Company’s income tax benefit and effective tax rate were $ 80.4  million and  15.7 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to the tax on the gain on the sale of the Far North JV and the impact of the IRC Section 162(m) limitation on the deductibility of certain employee compensation. For the six months ended June 30, 2025, the Company’s income tax expense and effective tax rate were $ 7.4 million and 70.0 %, respectively. This rate differed from the statutory federal income tax rate of 21.0 % primarily due to non-taxable portion of gains on digital assets, Subpart F income, and American Bitcoin non-deductible asset contribution costs.
​
The Company is subject to U.S. federal income taxes as well as income taxes in various state jurisdictions and in Canada. The Company’s tax returns for tax years beginning 2021 remain subject to potential examination by the taxing authorities.
​
Note 16. Concentrations
The Company has only mined Bitcoin during the three and six months ended June 30, 2026 and June 30, 2025. Therefore, 100 % of the Company’s ASIC compute revenue within its Compute segment is related to one digital asset. The Company used two mining pool operators during the three and six months ended June 30, 2026 and June 30, 2025.
Note 17. Related party transactions
Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions.
The Company provides services to TZRC, an equity method investment entity (refer to Note 8.  Investment in unconsolidated joint venture  for additional information on the equity method investment entity), in exchange for fees under a PMA. The Company also has a SAFE agreement with a related party as described in Note 9.  Loans, notes payable, and other financial liabilities.
​
Note 18. Commitments and contingencies
Bitmain Purchase Agreement, 2025 ABTC Bitmain Purchase Agreement and 2026 ABTC Bitmain Purchase Agreement
​
The Bitmain Purchase Agreement prior to the expiry of its Bitcoin redemption option, 2025 ABTC Bitmain Purchase Agreement, and 2026 ABTC Bitmain Purchase Agreement include the following financial commitments:  Bitcoin redemption and put options , recognized as derivative assets under ASC 815, measured at fair value at each reporting period,  Miner purchase liability  representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of  Digital assets – pledged for miner purchase  if the redemption right is not exercised. See Note 5.  Digital assets  for further information on the purchase agreements with Bitmain.
​

46

Table of Contents

Legal and regulatory matters
​
The Company and its subsidiaries are subject at times to various claims, lawsuits, and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits, and proceedings. Some of these claims, lawsuits, and proceedings seek damages, including consequential, exemplary, or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits, and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance or elects not to purchase such insurance, the Company may establish an accrual for such loss, retention, or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying Unaudited Condensed Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits, and proceedings to which the Company is subject to either individually or in the aggregate.
​
Securities Litigation
​
In February and March 2024, two purported securities class actions were filed in the U.S. District Court for the Southern District of New York against the Company and certain of its current and former officers. The two class actions were consolidated into  In re Hut 8 Corp. Securities Litigation , Case No. 24-cv-00904 (VM), and a lead plaintiff was appointed on April 19, 2024. The lead plaintiff filed a consolidated amended complaint on June 14, 2024. The consolidated amended complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. On December 2, 2024, the defendants filed a motion to dismiss the consolidated amended complaint. On January 16, 2025, the lead plaintiff opposed the motion. On February 18, 2025, the defendants filed a reply in further support of the motion to dismiss. On September 12, 2025, the U.S. District Court for the Southern District of New York issued a decision, dismissing all fraud-based Exchange Act claims and most Securities Act claims, leaving two Section 11 and Section 15 claims tied to King Mountain disclosures. On October 24, 2025, the defendants answered the surviving allegations in the amended complaint and amended their answer on November 14, 2025. On February 4, 2026, at the parties’ request, the court stayed all proceedings through April 15, 2026. On April 15, 2026, at the parties’ request, the court extended the stay of all proceedings through May 22, 2026. On June 18, 2026, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”), agreeing to resolve the litigation for $ 2.4 million. On July 8, 2026 the court granted preliminary approval of the Settlement, triggering certain procedural deadlines before a final settlement hearing. The final settlement hearing is scheduled for November 6, 2026.
​

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Since the filing of the securities class actions, shareholder derivative suits were filed against the Company, its directors and certain of its current and former officers in the U.S. District Courts for the Southern District of New York, the District of Delaware, the Southern District of Florida, and the Delaware Court of Chancery alleging derivative claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the Exchange Act, including Section 10(b). All derivative actions in the Southern District of New York were voluntarily dismissed or transferred to the District of Delaware. All derivative actions in the District of Delaware were voluntarily dismissed or dismissed by the court without prejudice. The Southern District of Florida consolidated and stayed three of the proceedings before it under the caption Aliko v. Tai , Case No. 1:24-cv-20890-DSL, pending the resolution of a motion for summary judgment in In re Hut 8 Corp. Securities Litigation .  There were five other derivative actions filed in the Southern District of Florida and the Delaware Court of Chancery. On July 28, 2026, the parties in the Aliko matter informed the Court that they had reached a settlement in principle which resolves the claims asserted in the Aliko action and related actions pending in the Southern District of Florida.  The settlement in principle will require court approval. Defendants have not responded (or been obligated to respond) to the complaints in the two Delaware Court of Chancery actions, which were consolidated under the caption In re Hut 8 Corp. Stockholder Derivative Litigation , Case No. 2026-0265-JTL.
​
On December 1, 2025, a purported former shareholder filed a putative class action against Hut 8 and certain of its current and former officers in the Ontario Superior Court of Justice in Canada. The statement of claim alleges that Hut 8 made misrepresentations in connection with the November 2023 business combination of Hut 8 Mining Corp. and USBTC and asserts causes of action under the common law and the Ontario Securities Act.
​
The Company disputes the claims in these cases and intends to vigorously defend against them. Based on the preliminary nature of these proceedings, the outcome of these matters remains uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.
Note 19. Subsequent events
The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were available to be issued. Except as described above, the Company has concluded no other subsequent events have occurred that require disclosure.
​
​

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our Unaudited Condensed Consolidated Financial Statements and the related notes and the other financial information included elsewhere in this Quarterly Report and with our Audited Consolidated Financial Statements included in our Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and in the Annual Report, particularly under “Item 1A. Risk Factors.” See also “Cautionary Statement Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
​
Business Overview
​
Hut 8 is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive 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.
​
Q2 2026 Highlights
​
● Beacon Point Phase 2 Lease. In July 2026, we entered into a second long-term triple-net lease with the same high-investment-grade technology company that is the tenant for Beacon Point Phase 1, fully contracting our Beacon Point campus in Nueces County, Texas. Beacon Point Phase 2 comprises 352 MW of additional critical IT capacity (approximately 500 MW utility capacity) and is expected to generate average annual NOI of approximately $655.0 million. The Beacon Point Phase 2 Lease has an estimated base contract value of approximately $9.8 billion over its 15-year initial term, including 3% annual rent escalators, and three five-year renewal options that could increase its potential value to approximately $25.1 billion. Initial delivery is expected to start in Q2 2028.

The second lease fully contracts the Beacon Point campus, bringing Beacon Point’s total contracted critical IT capacity to 704 MW (approximately 1 GW utility capacity). Together, the two leases represent approximately $19.6 billion of aggregate base contract value and $1.31 billion of expected average annual NOI, with potential aggregate contract value of approximately $50.2 billion if all renewal options are exercised.
​
● $4.25 Billion Beacon Point Phase 1 Financing. In June 2026, our wholly owned subsidiary, Beacon Point DC LLC (“Beacon Point DC”), issued $4.25 billion in aggregate principal amount of Senior Secured Notes due 2042 (the “Beacon Point Notes”), bearing interest at 6.129% per annum, to finance the development and construction of Beacon Point Phase 1 in Nueces County, Texas, comprising 352 MW of critical IT capacity. The Beacon Point Notes are rated Baa2 by Moody’s Ratings, secured by first-priority liens on substantially all assets of Beacon Point DC, other than certain excluded property, as well as a pledge of the equity interests in Beacon Point DC held by Beacon Point Holding LLC, the direct parent company of Beacon Point DC. The Beacon Point Notes are non-recourse to Hut 8.

​

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Key Factors Affecting Our Performance
Power constraints
Access to energy is a key factor affecting our ability to meet growing demand for high performance computing (“HPC”), artificial intelligence (“AI”), and application specific integrated circuit (“ASIC”) compute and to scale our digital infrastructure platform. Power is the foundation of our operations. We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure to address the load demands of energy-intensive applications. As competition for power intensifies, our performance depends on originating, commercializing, and optimizing energy capacity at scale. We believe our experience in power origination, infrastructure design, and load optimization positions us to manage these constraints and support continued growth. Our portfolio currently provides access to competitively priced electrical power in the regions where we operate; however, there is no guarantee that we will be able to procure additional power on similar terms, or at all. Market prices for power, capacity, and ancillary services are unpredictable and tend to fluctuate substantially. See “ Risk Factors—Risks Related to Our Business and Operations —We are subject to risks associated with our need for significant electrical power” in the Annual Report.
Expansion into AI infrastructure services and other energy-intensive use cases
A key factor affecting our performance is our ongoing expansion into AI infrastructure services and other energy-intensive use cases. We are leveraging our existing development and operational expertise to develop data centers that support specialized workloads for enterprise and hyperscale customers and other next-generation, energy-intensive use cases. Success in this area depends on various factors, including our ability to develop future sites, manage construction and delivery schedules, secure and retain customers, manage capital efficiently, and compete effectively in emerging technology markets. While this expansion may increase operating and capital costs and expose us to execution and market risks, management believes our experience in power origination, development, and management in large-scale digital infrastructure development position us to capture long-term growth opportunities in the evolving AI sector and other next-generation, energy-intensive use cases.
Price of Bitcoin
While we are migrating towards less volatile, lower cost-of-capital businesses, such as data centers, our current financials remain heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. Our exposure is driven primarily by the Bitcoin held on our consolidated balance sheet, including Bitcoin held directly by us and American Bitcoin in our respective strategic reserves. In addition, our consolidated results reflect American Bitcoin’s activities as a Bitcoin accumulation platform and its strategy of purchasing and holding Bitcoin. Lastly, we generate revenue from Bitcoin rewards that are earned through mining operations at our facilities, the majority of which are conducted through American Bitcoin.
​
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.
​
Bitcoin network difficulty and hashrate
Our consolidated business is not only impacted by the volatility in Bitcoin prices, but American Bitcoin is also affected by increases in the competition for Bitcoin production, specifically for ASIC compute. This increased competition is described as the network hashrate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the Bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like American Bitcoin, to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.

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Block reward and halving
The current Bitcoin reward for solving a block is 3.125 Bitcoin. The Bitcoin network is programmed such that the Bitcoin block reward is halved every 210,000 blocks mined, or approximately every four years. This reduction in reward spreads out the release of Bitcoin over a long period of time as fewer Bitcoin are mined with each halving event. Bitcoin halving events impact the number of Bitcoin that we mine, including through American Bitcoin which, in turn, may have a potential impact on our results of operations. The last halving event occurred in April 2024, and the next halving event is expected to occur in 2028.
Key Performance Indicators
In addition to our financial results and generally accepted accounting principles in the United States of America (“GAAP”) financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions. Certain Key Performance Indicators for the prior period were reclassified to align with updated definitions.
The following table presents our key performance indicators, which are rounded, as of June 30, 2026 and 2025.
​

​

​

​

​

​

​

​
​
As of

​
​
June 30,

​
  ​ ​ ​
2026
​
2025

Energy Capacity Under Diligence
​
​
5,400 MW
​
​
5,170 MW

Energy Capacity Under Exclusivity
​
​
1,880 MW
​
​
2,040 MW

Energy Capacity Under Development
​
​
550 MW
​
​
330 MW

Energy Capacity Under Construction
​
​
830 MW
​
​
— MW

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

Total Energy Capacity Pipeline
​
​
9,370 MW
​
​
8,560 MW

​
Energy Capacity Under Diligence
Energy Capacity Under Diligence represents greenfield opportunities identified for large-load use cases such as AI, HPC, ASIC compute, industrial applications such as next-generation manufacturing, and other energy-intensive technologies. At this stage, we generally invest limited development capital, representing an immaterial portion of the project’s anticipated total development cost, to assess a site’s potential by engaging with utilities, landowners, power generators, local, state and regulatory bodies, and other stakeholders to evaluate critical factors, including power availability, infrastructure readiness, fiber connectivity, and overall commercial viability. We monitor Energy Capacity Under Diligence to assess the breadth of our pipeline of potential development sites and to prioritize the allocation of development resources among them. Energy Capacity Under Diligence as of June 30, 2026, was 5,400 MW compared to 5,170 MW as of June 30, 2025. The net increase reflects the addition of newly identified sites, partially offset by the advancement of certain sites into other development categories and the removal of sites that no longer met our strategic, commercial, infrastructure, or regulatory criteria.  
Energy Capacity Under Exclusivity
Energy Capacity Under Exclusivity represents sites where we have secured site control and completed a suitable power study indicating a viable path to the power and infrastructure required for deployment. We monitor Energy Capacity Under Exclusivity to assess the inventory of sites available for near-term advancement into development as commercial demand and capital availability warrant. Energy Capacity Under Exclusivity was 1,880 MW as of June 30, 2026, compared with approximately 2,040 MW as of June 30, 2025. The net decrease reflects sites advancing to subsequent development categories and the removal of sites that no longer met our strategic, commercial, infrastructure or regulatory criteria, partially offset by sites advancing from Energy Capacity Under Diligence to Energy Capacity Under Exclusivity.

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Energy Capacity Under Development
Energy Capacity Under Development represents sites where we are actively investing in development and commercialization by executing definitive land and/or power agreements, advancing site design and infrastructure buildout, and engaging with prospective customers. We monitor Energy Capacity Under Development to assess the capital we have committed to sites in advance of commercialization and to plan the financing, construction, and other resources required as projects approach commercialization. Energy Capacity Under Development as of June 30, 2026 was approximately 550 MW compared to 330 MW as of June 30, 2025. The net increase reflects the addition of two sites into development – the 500 MW Beacon Point Phase 2 site in Texas and an approximately 50 MW site in Illinois – partially offset by the advancement of the 330 MW River Bend site into Energy Capacity Under Construction during the period. Subsequent to June 30, 2026, we executed a lease for Beacon Point Phase 2 with the same high-investment-grade tenant for Phase 1. The lease fully commercialized the Beacon Point campus and advanced Phase 2 to Energy Capacity Under Construction.
Energy Capacity Under Construction
Energy Capacity Under Construction represents sites where we have executed definitive commercial agreements and commenced construction activities. This stage includes oversight of contractors, equipment delivery, and commissioning schedules to ensure projects are completed safely, on time, and within budget. We monitor Energy Capacity Under Construction to manage the pace of capital deployment and to track project delivery against contractual customer timelines. Energy Capacity Under Construction as of June 30, 2026 was 830 MW, comprised of the 330 MW River Bend site and the 500 MW Beacon Point Phase 1 site, compared to 0 MW as of June 30, 2025. Subsequent to June 30, 2026, we executed a lease for Beacon Point Phase 2 with the same high-investment-grade tenant for Phase 1. The lease fully commercialized the Beacon Point campus and advanced Phase 2 to Energy Capacity Under Construction.
Energy Capacity Under Management
Energy Capacity Under Management comprises all power-related assets, including power generation, managed services, ASIC and Central Processing Unit (“CPU”) infrastructure, ASIC compute, traditional cloud, and non-operational sites. We monitor Energy Capacity Under Management to assess the utilization of our operating assets and to identify capacity that may be redeployed toward higher-value applications or divested . Energy Capacity Under Management was 710 MW as of June 30, 2026, compared to 1,020 MW as of June 30, 2025. The decrease was driven by the divestiture of the Far North JV in February 2026, which consisted of four power generation assets in Ontario totaling approximately 310 MW.
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
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 the sale of the Far North JV, net of transaction costs, non-recurring transactions and asset contribution costs, net loss or income attributable to non-controlling interests, and stock-based compensation expense.

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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
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). Adjusted EBITDA further excludes the impact of changes in the fair value of our digital asset holdings, which may otherwise affect the comparability of our financial results across periods. Investors are encouraged to evaluate each adjustment and the reasons our board of directors and management believe these measures provide useful supplemental information.
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-recurring items.
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 companies, which limits their usefulness for comparative purposes. For a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “ —Results of Operations ” below.
Business Segments 
We have four reportable business segments: Power, Digital Infrastructure, Compute, and Other. 
Power
The Power business segment consists of Power Generation and Managed Services.
Power Generation
In February 2026, we completed the divestiture of the Far North JV, and accordingly no longer generate revenue from these assets. We previously generated revenue from our interest in the Far North JV which acquired four natural gas power plants in Ontario, Canada in February 2024. Our ownership interest was initially 80.1% and decreased to 72.8% upon the non-controlling interest holder’s exercise of warrants simultaneously with the sale of the power plants. The power generation facilities are connected to the Independent Electricity System Operator, which operates Ontario’s power grid, and primarily generated revenue from capacity and electricity sales. Revenue generated from capacity and electricity sales was variable and depended on several factors, including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas.

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Managed Services
Our Managed Services business provides institutional partners with an end-to-end partnership model for energy infrastructure development, including:
● Project inception : site design, procurement, and construction management;    
● Project operationalization : software automation, process design, personnel hiring, and team training;    
● Revenue management : utility contracts, hosting operations, and customer management;    
● Project optimization : energy portfolio optimization and strategic initiatives; and/or    
● Compliance and reporting : finance, accounting, and safety.    

Cash flows in our Managed Services business are generated through a fee structure that is typically fixed based on power capacity under management, with reimbursement of passthrough costs. In addition to the fixed fee, under certain agreements, further cash flows may be driven from incentive bonuses and certain energy management services.
As of June 30, 2026, we managed 280 MW of energy capacity under this program at one site in the United States owned by the King Mountain JV.
Starting April 1, 2025, we began operating as the exclusive provider of managed services to American Bitcoin via the execution of a Master Managed Services Agreement (“MSA”). Under the MSA, we provide American Bitcoin with management, oversight, strategy, compliance, operational, and other services for American Bitcoin’s mining operations. These operations are colocated at our facilities. The fee structure typically consists of (i) a fixed fee of $1.250/kW-month based on the power capacity of each facility, as well as (ii) designated site-level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the MSA are eliminated in consolidation.
Digital Infrastructure
Under our ASIC infrastructure business, we enter into contracts to host and operate mining equipment on behalf of third parties within our facilities. These services include the provision, if applicable, and hosting of mining equipment as well as the monitoring, troubleshooting, repair, and maintenance of such equipment. Revenues from ASIC infrastructure services are generated through fees that may be fixed or based on profit-sharing arrangements, often with reimbursement for certain pass-through costs, such as electricity.
Starting April 1, 2025, we began operating as the exclusive provider of ASIC infrastructure services to American Bitcoin via the execution of a Master Colocation Services Agreement (“CSA”). Under the CSA, we provide ASIC infrastructure services for American Bitcoin’s miners at our facilities. The fee structure typically includes (i) a fixed monthly fee that targets a 25% yield on cost of each facility as of the start of the specific service order under the CSA, subject to an annual increase, as well as (ii) infrastructure-related site level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the CSA are eliminated in consolidation.
Through our Hut 8 Canada business, we provide data center and cloud infrastructure services, including colocation solutions, supported by approximately 3 MW of energy capacity and more than 36,000 square feet of geo-diverse data center space across five locations in Canada. These services support customers operating compute, storage, and network workloads across traditional enterprise, B2B, machine learning, visual effects, and AI. Our CPU infrastructure offering is delivered in Mississauga, Ontario; Vaughan, Ontario; Kelowna, British Columbia; and two locations in Vancouver, British Columbia. The facilities are powered predominately by emission-free energy sources. This segment serves computing needs unrelated to ASIC Compute. These data centers are carrier neutral with network diversity and redundancy from multiple telecommunications providers.
Our CPU infrastructure business is based on a fixed-fee model. Customers pay a fixed recurring monthly fee based on a set amount of resources assigned.

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We are expanding our Digital Infrastructure platform to support AI and other high-performance computing workloads through purpose-built data centers, beginning with the development of our River Bend campus in Louisiana and our fully contracted Beacon Point campus in Texas.
Compute
​
Our Compute segment comprises operating businesses that deploy and monetize compute assets across next-generation energy-intensive technology end markets. We generate revenue through the operation of owned compute infrastructure and the provision of compute-based services, with economics driven by hardware utilization, operating efficiency, and market demand. The Compute business segment consists of ASIC Compute, Traditional Cloud, and AI Cloud.
​
ASIC Compute
The ASIC Compute segment reflects revenue generated primarily by American Bitcoin.
Our ASIC Compute business spanned six sites as of June 30, 2026, which are primarily occupied by American Bitcoin miners and hosted at facilities supported by our ASIC Infrastructure:
● five sites with facilities we own and/or lease, and operate: (1) Alpha (Niagara Falls, New York), (2) Medicine Hat (Medicine Hat, Alberta), (3) Salt Creek (Orla, Texas), (4) Vega (Amarillo, Texas), and (5) Drumheller (Drumheller, Alberta); and
● one site that we own through a 50% joint venture, King Mountain (McCamey, Texas). 

Bitcoin rewards are received from mining activity through third-party mining pool operators, which allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. We provide computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain. The pools then distribute our pro-rata share of Bitcoin mined to us based on the computing power we contribute.
On March 31, 2025, we launched American Bitcoin. Beginning April 1, 2025, ASIC Compute operations previously reported under our Compute segment remain under this segment but operate generally through our majority-owned subsidiary, American Bitcoin.
On August 5, 2025, American Bitcoin entered into an On-Rack Sales and Purchase Agreement (the “2025 ABTC Bitmain Purchase Agreement”) with Bitmain Technologies Georgia Limited (“Bitmain”) to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 EH/s. Concurrently with the execution of the 2025 ABTC Bitmain Purchase Agreement, American Bitcoin purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. In September 2025, American Bitcoin purchased the remaining 981 Bitmain Miners for a total purchase price of $18.9 million, also paid through the pledge of Bitcoin at a mutually agreed upon fixed price. The Bitcoin pledged under the 2025 ABTC Bitmain Purchase Agreement has a redemption period of approximately 24 months from each pledge date.
In March 2026, our site in Drumheller, Alberta was reenergized in anticipation of the delivery and deployment of approximately 11,298 Bitcoin miners from American Bitcoin, representing approximately 3.05 EH/s at approximately 13.5 J/TH, for a total purchase price of $49.4 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. The delivery and deployment of these Bitcoin miners was completed in April 2026, increasing American Bitcoin’s total owned fleet capacity from approximately 25.1 to approximately 28.1 EH/s while improving overall portfolio efficiency from approximately 16.3 to approximately 16.0 J/TH. The Bitcoin pledged for this purchase has a redemption period of approximately 24 months from the applicable pledge date. American Bitcoin may elect to extend the pledge period for an additional 12 months.

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Traditional Cloud
Our Traditional Cloud segment reflects revenue generated by Hut 8 Canada. Traditional Cloud services support both public and private cloud deployments, managed backup, business continuity and disaster recovery services, and high-performance, high-capacity storage solutions at our five HPC locations across Canada. We employ a consumption-based fee structure where customers commit to a baseline level of compute, storage, network, or power usage as defined in their service agreements. Any usage beyond this baseline is typically billed incrementally, so costs are aligned with actual resource consumption and customers are afforded flexibility as their needs evolve.
AI Cloud
Our AI Cloud assets are deployed under our wholly owned subsidiary, Highrise AI, Inc., at a third-party colocation site near Chicago, Illinois. This segment generates recurring revenue through contracts where customers pay for access to graphics processing units (“GPU”) compute resources under on-demand or committed-use arrangements.
​
Other
​
Our Other reporting segment included activities that fall outside the scope of our Power, Digital Infrastructure, and Compute layers.
​
Equipment Sales and Repairs
​
We may sell mining equipment when profitable opportunities arise (e.g., if market prices exceed our procurement cost). We may also repair miners for third parties in exchange for fees, as we have a fully equipped, MicroBT-certified repair center space at our Medicine Hat site.
​

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Results of Operations
Three Months Ended June 30, 2026 and 2025
​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
 
​
​

​
​
June 30,
​
​
Increase

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

Revenue:
​
​
​
​
​
​
​
​
​

Power
​
$
1,176
​
$
5,492
​
$
(4,316)

Digital Infrastructure
​
​
1,285
​
​
1,512
​
​
(227)

Compute
​
​
72,471
 
​
34,295
​
​
38,176

Total revenue
​
 
74,932
 
​
41,299
​
​
33,633

​
​
​
​
​
​
​
​
​
​

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

Cost of revenue – Power
​
​
826
​
​
5,000
​
​
(4,174)

Cost of revenue – Digital Infrastructure
​
​
1,374
​
​
2,120
​
​
(746)

Cost of revenue – Compute
​
​
24,691
​
​
14,656
​
​
10,035

Total cost of revenue
​
​
26,891
​
​
21,776
​
​
5,115

​
​
​
​
​
​
​
​
​
​

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

Depreciation and amortization
​
​
39,727
​
​
19,458
​
​
20,269

General and administrative expenses
​
​
76,080
​
​
30,158
​
​
45,922

Loss (gain) on digital assets
​
​
138,597
 
​
(217,640)
​
​
356,237

Gain on sale of property and equipment
​
​
(33)
 
​
(312)
​
​
279

Total operating (income) expense
​
​
254,371
​
​
(168,336)
​
​
422,707

Operating (loss) income
​
​
(206,330)
​
​
187,859
​
​
(394,189)

​
​
​
​
​
​
​
​
​
​

Other (expenses) income:
​
 
​
​
​
​
​
​
​

Foreign exchange (loss) gain
​
​
(3,219)
​
​
3,114
​
​
(6,333)

Interest expense
​
​
(51,160)
​
​
(8,396)
​
​
(42,764)

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

Gain (loss) on derivatives
​
​
18,315
​
​
(18,403)
​
​
36,718

Loss on other financial liability
​
​
(98)
​
​
(181)
​
​
83

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

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

Equity in earnings of unconsolidated joint venture
​
 
5,671
 
​
1,064
​
​
4,607

Total other expenses
​
 
(2,274)
 
​
(22,802)
​
​
20,528

​
​
 
​
​
​
​
​
​
​

Net (loss) income before income taxes
​
​
(208,604)
​
​
165,057
​
​
(373,661)

​
​
​
​
​
​
​
​
​
​

Income tax benefit (provision)
​
​
31,462
​
​
(27,574)
​
​
59,036

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
(177,142)
​
$
137,483
​
$
(314,625)

​
​
​
​
​
​
​
​
​
​

Less: Net loss (income) attributable to non-controlling interests
​
​
26,951
​
​
(171)
​
​
27,122

Net (loss) income attributable to Hut 8 Corp.
​
$
(150,191)
​
$
137,312
​
$
(287,503)

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
(177,142)
​
$
137,483
​
$
(314,625)

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

Foreign currency translation adjustments
​
​
(12,701)
​
​
39,892
​
​
(52,593)

Total comprehensive (loss) income
​
​
(189,843)
​
​
177,375
​
​
(367,218)

Less: Comprehensive loss (income) attributable to non-controlling interest
​
​
26,951
​
​
(227)
​
​
27,178

Comprehensive (loss) income attributable to Hut 8 Corp.
​
$
(162,892)
​
$
177,148
​
$
(340,040)

​
​
​

57

Table of Contents

Adjusted EBITDA reconciliation:
​

​

​

​

​

​

​

​

​

​

​
​
Three Months Ended
​
​
​

​
  ​ ​ ​
June 30,
 
Increase

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

Net (loss) income
​
$
(177,142)
​
$
137,483
​
$
(314,625)

Interest expense
​
 
51,160
​
​
8,396
​
​
42,764

Interest income
​
​
(27,085)
​
​
—
​
​
(27,085)

Income tax (benefit) provision
​
 
(31,462)
​
​
27,574
​
​
(59,036)

Depreciation and amortization
​
 
39,727
​
​
19,458
​
​
20,269

Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1)
​
 
2,159
​
​
5,543
​
​
(3,384)

Foreign exchange loss (gain)
​
​
3,219
​
​
(3,114)
​
​
6,333

Gain on sale of property and equipment
​
​
(33)
​
​
(312)
​
​
279

(Gain) loss on derivatives
​
​
(18,315)
​
​
18,403
​
​
(36,718)

Loss on other financial liability
​
​
98
​
​
181
​
​
(83)

Gain on warrant liability
​
​
(22)
​
​
—
​
​
(22)

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

Non-recurring transactions (2)
​
​
—
​
​
3,739
​
​
(3,739)

Loss (income) attributable to non-controlling interest
​
​
12,985
​
​
(3,786)
​
​
16,771

Stock-based compensation expense
​
 
51,239
​
​
7,640
​
​
43,599

Adjusted EBITDA, inclusive of digital assets mark-to-market
​
$
(94,582)
​
$
221,205
​
$
(315,787)

Loss (gain) on digital assets attributable to Hut 8 Corp.
​
​
105,031
​
​
(217,014)
​
​
322,045

Adjusted EBITDA
​
$
10,449
​
$
4,191
​
$
6,258

(1)
Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income in accordance with ASC 323. See Note 8. Investment in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements for further detail.

(2)
There were no non-recurring transactions for the three months ended June 30, 2026. Non-recurring transactions for the three months ended June 30, 2025 represent approximately $3.7 million of restructuring costs and ABTC related transaction costs.

​
Revenue
Total revenue was $74.9 million and $41.3 million for the three months ended June 30, 2026, and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power revenue was $1.2 million and $5.5 million for the three months ended June 30, 2026 and 2025, respectively. This $4.3 million decrease was primarily driven by a $4.3 million decrease in electricity sales resulting from the sale of the Far North JV in February 2026, compared to a full quarter of the Far North JV activity in 2025.
Digital Infrastructure
Digital Infrastructure revenue was $1.3 million and $1.5 million for the three months ended June 30, 2026 and 2025, respectively. This $0.2 million decrease was primarily attributable to a $0.1 million decrease in CPU Infrastructure revenue resulting from customer churn, and a $0.1 million decrease in ASIC colocation revenue following the termination of the Vega colocation agreement when American Bitcoin exercised its option to purchase the miners at the site in August 2025.
Compute
Compute revenue was $72.5 million and $34.3 million for the three months ended June 30, 2026 and 2025, respectively, representing an increase of $38.2 million. The increase was primarily driven by higher ASIC Compute revenue, reflecting an increase in Bitcoin mined from approximately 308 to approximately 935, partially offset by a decrease in average revenue per Bitcoin mined from approximately $98,320 to approximately $71,905. The increase in Bitcoin mined was primarily attributable to additional operating capacity following the commencement of ASIC Compute operations at the Vega site in August 2025 and re-energization of the Drumheller site in March 2026.  

58

Table of Contents

Cost of Revenue
Total cost of revenue was $26.9 million and $21.8 million for the three months ended June 30, 2026 and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power cost of revenue was $0.8 million and $5.0 million for the three months ended June 30, 2026 and 2025, respectively. The $4.2 million decrease was primarily attributable to lower costs associated with electricity sales following the divestiture of the Far North JV in February 2026.
Digital Infrastructure
Digital Infrastructure cost of revenue was $1.4 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively. The $0.7 million decrease was primarily attributable to lower pass-through costs under the ASIC colocation agreement with Bitmain at the Vega site as the agreement was terminated in August 2025.
Compute
Compute cost of revenue was $24.7 million and $14.7 million for the three months ended June 30, 2026 and 2025, respectively. This $10.0 million increase was primarily driven by a $10.6 million increase in ASIC Compute costs resulting from additional operating capacity as a result of the commencement of ASIC Compute operations at the Vega site in August 2025 and re-energization of the Drumheller site in March 2026 , partially offset by a $0.4 million decrease in AI Cloud costs.  
Depreciation and Amortization
Depreciation and amortization expense was $39.7 million and $19.5 million for the three months ended June 30, 2026 and 2025, respectively. This $20.2 million increase was primarily driven by $17.6 million of higher depreciation on American Bitcoin’s ASIC miners as a result of the commencement of ASIC Compute operations at the Vega site in August 2025 and re-energization of the Drumheller site in March 2026 , and $5.4 million of depreciation of our mining infrastructure and related machinery and equipment related to the construction and energization of our Vega site in June 2025. These increases were partially offset by a decrease in depreciation of power plant assets of $1.6 million as they were sold in the Far North JV sale in February 2026.
General and Administrative Expenses
General and administrative expenses were $76.1 million and $30.2 million for the three months ended June 30, 2026 and 2025, respectively. The $45.9 million increase was primarily attributable to (i) a $43.6 million increase in share-based compensation expense, (ii) a $4.1 million increase in salaries and benefits resulting from additional headcount to support our growth initiatives, primarily within our Energy Origination function, (iii) a $1.8 million increase in general marketing and administrative expenses, including higher rent expense for our new, larger corporate headquarters, and (iv) a $0.6 million increase in insurance expense resulting primarily from growth in our asset base. These increases were partially offset by a $3.5 million decrease in transaction costs associated with the merger between Gryphon Digital Mining, Inc. and American Bitcoin, which closed in September 2025 .
Loss on Digital Assets
Losses on digital assets were $138.6 million for the three months ended June 30, 2026, compared to a gain on digital assets of $217.6 million for the three months ended June 30, 2025. The unfavorable variance was primarily driven by a decrease in the price of Bitcoin in the three months ended June 30, 2026 compared to an increase in the price of Bitcoin for the three months ended June 30, 2025. In the three months ended June 30, 2026, Bitcoin price decreased from approximately $68,222 to approximately $59,847. In the three months ended June 30, 2025, Bitcoin price increased from approximately $82,534 to approximately $107,173.

59

Table of Contents

Other Expense
Other expenses were $2.3 million and $22.8 million for the three   months ended June 30, 2026 and June 30, 2025, respectively. The $20.5 million decrease was primarily attributable to (i) a $36.7 million favorable change in gain or loss on derivatives related to an increase in Bitcoin pledged by American Bitcoin in connection with miner purchases, (ii) a $27.1 million increase in interest income primarily from investing unused proceeds from the River Bend Phase 1 and Beacon Point Phase 1 construction and development financing in short-term investments, in order to partially offset the interest costs incurred on the related notes, (iii) a $4.6 million increase in equity in earnings of an unconsolidated joint venture. These favorable changes were partially offset by a $42.8 million increase in interest expense resulting from higher average outstanding debt following the issuance of construction and development financings for River Bend Phase 1 and Beacon Point Phase 1, and a $6.3 million unfavorable change in foreign exchange loss.
Income Tax Benefit
Our income tax benefit was $31.5 million for the three months ended June 30, 2026, compared to our income tax provision of $27.6 million for the three months ended June 30, 2025. This $59.1 million increase was primarily driven by deferred taxes related to the losses on digital assets and the valuation allowance recognized in the three months ended June 30, 2025.
​
​

60

Table of Contents

Results of Operations
Six Months Ended June 30, 2026 and 2025
​

​

​

​

​

​

​

​

​

​

​
​
Six Months Ended
 
​
​

​
​
June 30,
​
​
Increase

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

Revenue:
​
​
​
​
​
​
​
​
​

Power
​
$
4,916
​
$
9,872
​
$
(4,956)

Digital Infrastructure
​
​
2,588
​
​
2,829
​
​
(241)

Compute
​
​
138,445
 
​
50,413
​
​
88,032

Total revenue
​
 
145,949
 
​
63,114
​
​
82,835

​
​
​
​
​
​
​
​
​
​

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

Cost of revenue – Power
​
​
2,933
​
​
8,628
​
​
(5,695)

Cost of revenue – Digital Infrastructure
​
​
2,920
​
​
3,679
​
​
(759)

Cost of revenue – Compute
​
​
46,586
​
​
28,128
​
​
18,458

Total cost of revenue
​
​
52,439
​
​
40,435
​
​
12,004

​
​
​
​
​
​
​
​
​
​

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

Depreciation and amortization
​
​
78,169
​
​
34,357
​
​
43,812

General and administrative expenses
​
​
157,820
​
​
51,217
​
​
106,603

Loss (gain) on digital assets
​
​
434,254
 
​
(105,246)
​
​
539,500

(Gain) loss on sale of property and equipment
​
​
(33)
 
​
2,142
​
​
(2,175)

Total operating expense (income)
​
​
670,210
​
​
(17,530)
​
​
687,740

Operating (loss) income
​
​
(576,700)
​
​
40,209
​
​
(616,909)

​
​
​
​
​
​
​
​
​
​

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

Foreign exchange (loss) gain
​
​
(5,939)
​
​
3,123
​
​
(9,062)

Interest expense
​
​
(60,403)
​
​
(15,865)
​
​
(44,538)

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

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

Gain on derivatives
​
​
59,132
​
​
2,459
​
​
56,673

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

(Loss) gain on other financial liability
​
​
(759)
​
​
958
​
​
(1,717)

Gain on revaluation of warrant liability
​
​
91
​
​
—
​
​
91

Equity in earnings of unconsolidated joint venture
​
 
12,101
 
​
2,429
​
​
9,672

Total other income (expense)
​
 
66,019
 
​
(29,676)
​
​
95,695

​
​
 
​
​
​
​
​
​
​

Net (loss) income before income taxes
​
​
(510,681)
​
​
10,533
​
​
(521,214)

​
​
​
​
​
​
​
​
​
​

Income tax benefit (provision)
​
​
80,404
​
​
(7,369)
​
​
87,773

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
(430,277)
​
$
3,164
​
$
(433,441)

​
​
​
​
​
​
​
​
​
​

Less: Net loss attributable to non-controlling interests
​
​
60,237
​
​
259
​
​
59,978

Net (loss) income attributable to Hut 8 Corp.
​
$
(370,040)
​
$
3,423
​
$
(373,463)

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
(430,277)
​
$
3,164
​
$
(433,441)

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

Foreign currency translation adjustments
​
​
(22,011)
​
​
41,079
​
​
(63,090)

Total comprehensive (loss) income
​
​
(452,288)
​
​
44,243
​
​
(496,531)

Less: Comprehensive loss attributable to non-controlling interest
​
​
60,232
​
​
204
​
​
60,028

Comprehensive (loss) income attributable to Hut 8 Corp.
​
$
(392,056)
​
$
44,447
​
$
(436,503)

​
​
​

61

Table of Contents

Adjusted EBITDA reconciliation:
​

​

​

​

​

​

​

​

​

​

​
​
Six Months Ended
​
​
​

​
  ​ ​ ​
June 30,
 
Increase

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

Net (loss) income
​
$
(430,277)
​
$
3,164
​
$
(433,441)

Interest expense
​
 
60,403
​
​
15,865
​
​
44,538

Interest income
​
 
(27,085)
​
​
—
​
​
(27,085)

Income tax (benefit) provision
​
 
(80,404)
​
​
7,369
​
​
(87,773)

Depreciation and amortization
​
 
78,169
​
​
34,357
​
​
43,812

Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1)
​
​
4,318
​
​
11,028
​
​
(6,710)

Foreign exchange loss (gain)
​
​
5,939
​
​
(3,123)
​
​
9,062

(Gain) loss on sale of property and equipment
​
​
(33)
​
​
2,142
​
​
(2,175)

Gain on derivatives
​
​
(59,132)
​
​
(2,459)
​
​
(56,673)

Loss (gain) on other financial liability
​
​
759
​
​
(958)
​
​
1,717

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

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

Non-recurring transactions (2)
​
​
—
​
​
5,224
​
​
(5,224)

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

Loss (income) attributable to non-controlling interest
​
​
34,925
​
​
(3,313)
​
​
38,238

Stock-based compensation expense
​
 
102,113
​
​
11,433
​
​
90,680

Adjusted EBITDA, inclusive of digital assets mark-to-market
​
$
(345,107)
​
$
103,509
​
$
(448,616)

Loss (gain) on digital assets attributable to Hut 8 Corp.
​
​
352,797
​
​
(104,620)
​
​
457,417

Adjusted EBITDA
​
$
7,690
​
$
(1,111)
​
$
8,801

(1)
Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income in accordance with ASC 323. See Note 8. Investment in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements for further detail.

(2)
There were no non-recurring transactions for the six months ended June 30, 2026. Non-recurring transactions for the six months ended June 30, 2025 represent approximately $5.2 million of restructuring costs and ABTC related transaction costs.

​
Revenue
Total revenue was $146.0 million and $63.1 million for the six months ended June 30, 2026, and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power revenue was $4.9 million and $9.9 million for the six months ended June 30, 2026 and 2025, respectively. This $5.0 million decrease was primarily driven by a $5.1 million decrease in electricity sales resulting from the sale of the Far North JV in February 2026, compared to a full period of the Far North JV activity in 2025.
Digital Infrastructure
Digital Infrastructure revenue was $2.6 million and $2.8 million for the six months ended June 30, 2026 and 2025, respectively. The $0.2 million decrease was primarily attributable to a $0.1 million decrease in CPU Infrastructure revenue resulting from customer churn and a $0.1 million decrease in ASIC colocation revenue following the termination of the Vega colocation agreement with Bitmain when American Bitcoin exercised its option to purchase the miners at the site in August 2025.
Compute
Compute revenue was $138.4 million and $50.4 million for the six months ended June 30, 2026 and 2025, respectively, representing an increase of $88.0 million. The increase was primarily driven by higher ASIC Compute revenue, reflecting an increase in Bitcoin mined from approximately 420 to approximately 1,752, partially offset by a decrease in average revenue per Bitcoin mined from approximately $96,772 to approximately $73,850. The increase in Bitcoin mined was primarily attributable to improved uptime following the fleet upgrade completed in April 2025 at the Salt Creek and Medicine Hat locations, as well as the commencement of ASIC Compute operations at the Vega site in August 2025 and Drumheller in March 2026.

62

Table of Contents

Cost of Revenue
​
Total cost of revenue was $52.4 million and $40.4 million for the six months ended June 30, 2026 and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.
Power
Power cost of revenue was $2.9 million and $8.6 million for the six months ended June 30, 2026 and 2025, respectively. The $5.7 million decrease was primarily driven by lower costs associated with electricity sales following the divestiture of the Far North JV in February 2026.
Digital Infrastructure
Digital Infrastructure cost of revenue was $2.9 million and $3.7 million for the six months ended June 30, 2026 and 2025, respectively. The $0.8 million decrease was primarily driven by lower electricity and connectivity costs related to the CPU colocation and lower pass-through costs under the ASIC colocation agreement with Bitmain at the Vega site.
Compute
Compute cost of revenue was $46.6 million and $28.1 million for the six months ended June 30, 2026 and 2025, respectively. This $18.5 million increase was primarily attributable to higher ASIC Compute costs resulting from improved uptime following the fleet upgrades completed at the Salt Creek and Medicine Hat sites in April 2025 and increased operating capacity following the energization of the Vega site in June 2025 and the re-energization of the Drumheller site in March 2026.
Depreciation and Amortization
Depreciation and amortization expense was $78.2 million and $34.4 million for the six months ended June 30, 2026 and 2025, respectively. This $43.8 million increase was primarily driven by $37.5 million of higher depreciation on American Bitcoin’s ASIC miners as a result of the fleet upgrade that was completed in April 2025 at our Salt Creek and Medicine Hat sites, as well as American Bitcoin’s purchase of the Bitmain Miners at the Vega site in August 2025 and purchase of the miners at the Drumheller site in March 2026. The increase also included $11.5 million of additional depreciation on mining infrastructure and related machinery and equipment associated with the construction and energization of the Vega site in June 2025. These increases were partially offset by lower depreciation on power plant assets following the sale of the Far North JV in February 2026.
General and Administrative Expenses
General and administrative expenses were $157.8 million and $51.2 million for the six months ended June 30, 2026 and 2025, respectively. This $106.6 million increase was primarily driven by (i) a $90.7 million increase in stock-based compensation expense, (ii) a $11.1 million increase in salaries and benefits due to added headcount to support our growth initiatives, mainly in our Energy Origination department, (iii) a $4.1 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth plan, and (iv) a $4.0 million increase in general, marketing and administrative fees to support our growth initiatives (v) a $2.5 million increase in insurance expenses primarily due to the increase in our asset base. These increases were partially offset by a $4.8 million decrease in transaction costs related to the merger between Gryphon Digital Mining, Inc. and American Bitcoin, which closed in September 2025 .

63

Table of Contents

Loss on Digital Assets
Losses on digital assets were $434.3 million for the six months ended June 30, 2026, compared to a gain on digital assets of $105.2 million for the six months ended June 30, 2025. The unfavorable variance was primarily driven by a large decrease in the price of Bitcoin in the six months ended June 30, 2026 when compared to the increase in the six months ended June 30, 2025. In the six months ended June 30, 2026, Bitcoin price declined from approximately $87,498 to approximately $59,847. In the six months ended June 30, 2025, Bitcoin price increased from approximately $93,354 to approximately $107,173.
Other Income (Expense)
Other income was $66.0 million for the six   months ended June 30, 2026, compared to other expense of $29.7 million for the six   months ended June 30, 2025. This $95.7 million increase was primarily driven by (i) a $56.7 million increase in the gains on derivatives due to an increase in Bitcoin pledged for miner purchases at American Bitcoin, (ii) a $34.7 million gain on the sale of the Far North JV, net of transaction costs, (iii) a $27.1 million increase in interest income from investing unused proceeds from the River Bend Phase 1 and Beacon Point Phase 1 construction and development financing in short-term investments, in order to partially offset the interest costs incurred on the related notes, (iv) a $22.8 million decrease in asset contribution costs related to non-controlling interest portion of our March 31, 2025 contribution of substantially all of our ASIC miners in exchange for 80% of American Data Centers Inc., as part of the launch of American Bitcoin, and (v) a $9.7 million increase in equity in earnings of unconsolidated joint venture. These gains were partially offset by (i) a $44.5 million increase in interest expense due to higher average outstanding debt following the issuance of construction and development financings for River Bend Phase 1 and Beacon Point Phase 1, (ii) a $9.1 million unfavorable change from a foreign exchange gain to a foreign exchange loss, and (iii) a $1.7 million decrease in loss on other financial liability. 
Income Tax Benefit
Our income tax benefit was $80.4 million for six months ended June 30, 2026, compared to our income tax provision of $7.4 million for the six months ended June 30, 2025. This $87.8 million increase was primarily driven by deferred taxes related to the losses on digital assets and the valuation allowance recognized in the six months ended June 30, 2025.
​
King Mountain JV
The King Mountain JV is a 50/50 joint venture with one of the world’s largest renewable energy producers. The King Mountain JV has 280 MW of self-mining and hosting operations located behind-the-meter at a wind farm in McCamey, Texas.
As of June 30, 2026, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 52,409 miners (about 10.29 EH/s) for a single hosting customer at its King Mountain site, which has a total capacity of 280 MW. 
We account for the King Mountain JV using the equity method of accounting, resulting in reporting the King Mountain JV as an unconsolidated joint venture. Additionally, our 50% portion of any distributions from the King Mountain JV are used to pay down the TZRC Secured Promissory Note. See Note 8. Investment in unconsolidated joint venture and Note 9. Loans, notes payable, and other financial liabilities to the Unaudited Condensed Consolidated Financial Statements found elsewhere in this Quarterly Report for additional information on the King Mountain JV and TZRC Secured Promissory Note.

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Below are the condensed consolidated income statements for the King Mountain JV for the three and six months ended June 30, 2026 and 2025.
​

​

​

​

​

​

​

​

​

​

​

​

​

Condensed Consolidated Income Statement

​
​
Three Months Ended
​
Six Months Ended

​
  ​ ​ ​
June 30,
​
June 30,

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

Total revenue, net
​
$
27,095
​
$
30,532
​
$
58,017
​
$
64,445

Gross profit
​
​
12,690
​
​
14,472
​
​
26,792
​
​
29,305

Net income (loss)
​
​
7,856
​
​
(1,358)
​
​
17,230
​
​
(2,114)

Net income (loss) attributable to investee
​
​
3,928
​
​
(679)
​
​
8,615
​
​
(1,057)

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

​

​

​

​

​

​

​

​

​

​

​

​
Three Months Ended
​
Six Months Ended

​
June,
​
June,

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

Net income (loss)
$
7,856
​
$
(1,358)
​
$
17,230
​
$
(2,114)

Depreciation and amortization
 
4,318
 
 
15,823
​
 
8,636
 
 
31,528

Interest income
​
(325)
​
​
(1,102)
​
​
(742)
​
​
(2,077)

Adjusted EBITDA
$
11,849
​
$
13,363
​
$
25,124
​
$
27,337

​
​
Liquidity and Capital Resources
Our primary sources of liquidity include restricted and unrestricted cash and cash equivalents, debt facilities, Bitcoin held on our balance sheet, equity issuances, senior secured notes, and cash flows from operations. We have secured significant project-level financing, including the $3.25 billion and $4.25 billion of senior secured notes issued by wholly-owned subsidiaries of ours in April and June 2026 to fund development at our River Bend and Beacon Point campuses, respectively, and maintain relationships with established capital providers to support our development initiatives and infrastructure buildouts.
 
Historically, our primary cash needs have been for working capital to support growth initiatives, including infrastructure purchases and development, acquisitions, and equipment financing, including the purchase of additional Bitcoin miners. Going forward, we will continue to prioritize infrastructure development while our ASIC compute operations will mainly be conducted through American Bitcoin, our consolidated subsidiary. In addition to equipment financing for the purchase of additional Bitcoin miners, American Bitcoin’s primary cash needs are to support its Bitcoin accumulation efforts, including at-market purchases of Bitcoin. Our infrastructure development needs include the development of our River Bend and fully contracted Beacon Point facilities, each of which is expected to require a multi-billion-dollar capital investment.
​

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As of June 30, 2026, we had access to $200.0 million from the Two Prime Credit Agreement. We did not draw on this facility during the three months ended June 30, 2026.
​
In April 2026, we completed a private offering of $3.25 billion aggregate principal amount of 6.192% senior secured notes due November 15, 2042 (the “River Bend Notes”) through our wholly-owned subsidiary, Hut 8 DC LLC. Net proceeds from the offering are being used to fund the development of our River Bend campus, including a turnkey data center with 245 megawatts of critical IT capacity supported by 330 megawatts of utility capacity and an associated substation, reimburse prior equity contributions, and fund debt service reserves and transaction costs. The River Bend Notes are secured by the River Bend project assets and are non-recourse to the parent company, providing long-term project-level financing to support the development of the River Bend campus. Cash flows generated under the campus's long-term triple-net lease are expected to serve as the primary source of debt service on the River Bend Notes.
​
In May 2026, we entered into a $200.0 million Bitcoin-collateralized term loan with FalconX, maturing in April 2027 and bearing a fixed interest rate of 7.00%. The facility is structured with an initial collateral ratio of 143%, with margin call and liquidation thresholds at 130% and 105%, respectively. The loan includes a prepayment option after six months without penalty, while early repayment prior to that period is subject to a 0.125%–0.25% fee depending on the circumstances. Proceeds from the facility were used to pay off our loan with Coinbase, which bore a 9.00% interest rate and has since been terminated.
​
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.
​
In June 2026, we completed a private offering of $4.25 billion aggregate principal amount of 6.129% senior secured notes due November 30, 2042 through our wholly-owned subsidiary, Beacon Point DC. Net proceeds from the offering are being used to fund the development of our Beacon Point campus, including a turnkey data center with 352 megawatts of critical IT capacity supported by 500 megawatts of utility capacity and an associated substation, and fund debt service reserves and transaction costs. The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, other than certain excluded property, as well as a pledge of the equity interests in Beacon Point DC held by Beacon Point Holding LLC, the direct parent company of Beacon Point DC. Cash flows generated under the campus's long-term triple-net lease are expected to serve as the primary source of debt service on the Beacon Point Notes. Following the execution of a long-term triple-net lease for the second phase in July 2026, the Beacon Point campus became fully contracted. We are actively pursuing financing for the development and construction of Beacon Point Phase 2.
​
On August 22, 2025, we established our $1.0 billion 2025 ATM, which replaced our prior $500 million 2024 ATM program that launched on December 4, 2024. As of August 22, 2025, prior to its termination, we had issued and sold shares under the 2024 ATM for gross proceeds of $299.4 million at a weighted average price of $27.83 per share. As of June 30, 2026, we issued and sold 6,121,993 shares under the 2025 ATM for gross proceeds of $304.3 million at a weighted average issuance price of $49.71 per share. We did not sell any shares under the 2025 ATM during the three months ended June 30, 2026.
On September 3, 2025, American Bitcoin established a $2.1 billion at-the-market equity program (the “American Bitcoin 2025 ATM”). As of June 30 2026, American Bitcoin issued and sold 12,121,313 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $385.2 million.
​
​
Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, enter into new lines of business, provide new offerings, compete with existing and new competitors in existing and new markets and offerings, acquire new businesses or pursue strategic transactions, access public and private capital markets, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings.
​

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We believe that cash flows generated from operations, Bitcoin held on our consolidated balance sheet, and other financing sources will be sufficient to meet our anticipated short-term liquidity requirements. For the construction of our River Bend and Beacon Point data center facilities, we expect to fund capital expenditures through a combination of cash and Bitcoin on hand, as well as project-level financing (including the recently completed bond issuances). Over the long term, we expect to rely on access to public and private capital markets to fund growth initiatives not supported by operating cash flows, cash on hand, Bitcoin holdings, or available debt and project-level financing.  
​
Cash Flows
​
The following table summarizes our cash flows for the periods indicated:
​

​

​

​

​

​

​

​
​
Six Months Ended

​
  ​ ​ ​
June 30,

(in USD thousands)
  ​ ​ ​
2026
​
2025

Cash flows used in operating activities
​
$
(32,845)
​
$
(82,636)

Cash flows used in investing activities
​
​
(635,130)
​
​
(101,480)

Cash flows provided by financing activities
​
​
7,640,659
​
​
320,764

​
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 $23.1 million.
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 $101.5 million for the six months ended June 30, 2025, primarily consisting of $108.7 million in property and equipment purchases, and $0.9 million in additions to intangible assets. These outflows were partially offset by $3.7 million in proceeds from Bitcoin sales and $4.4 million in proceeds from the sale of property and equipment.  
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, (iii) $120.1 million in net proceeds from the issuance of common stock through our 2025 ATM, and (iv) $10.3 million in net proceeds from the issuance of common stock through stock option exercises. These inflows were partially offset by (i) $217.7 million in repayment of loans payable, (ii) $84.5 million in debt issuance costs paid, (iii) $20.8 million in repayment of finance lease related to the settlement of a finance lease obligation in connection with the sale of the Far North JV, (iv) $9.9 million in cash paid to buyout the non-controlling interest, and (v) $0.9 million in principal payments on financial lease. Net cash provided by financing activities was $320.8 million for the six months ended June 30, 2025, primarily consisting of (i) $205.3 million in net proceeds from the issuance and sale of American Bitcoin’s Class A common stock through a Common Stock Purchase Agreement for a private placement with certain accredited investors, (ii) $112.0 million in net proceeds from the issuance of common stock through our 2024 ATM, (iii) $3.5 million in proceeds from funding in relation to our AI Cloud business segment, and (iv) $0.8 million in net proceeds from covered call options premium. These inflows were partially offset by $1.0 million in principal payments on finance leases.
​

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Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis and base them on historical experience and other factors we believe to be reasonable under the circumstances. Because these estimates involve judgments about future events and are inherently uncertain, actual results may differ materially from those estimates. Changes in these estimates or assumptions could have a material impact on our results of operations, financial position, and statement of cash flows.
While our significant accounting policies are described in more detail in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements , included elsewhere in this Quarterly Report, we believe the following accounting policies and estimates are most critical to understanding and evaluating this management discussion and analysis:
Digital Assets
Accounting for digital assets requires significant judgment, including classification, measurement, presentation, and the determination of fair value. Digital assets pledged as collateral, including under arrangements with Bitmain, require additional judgment in evaluating the appropriate accounting treatment, including whether such assets remain recognized on our Unaudited Condensed Consolidated Balance Sheets. Pledged digital assets remain recognized because we retain ownership and continue to be exposed to changes in market value.
​
Stock-Based Compensation
​
We recognize compensation expense for all stock-based payment awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards. For more complex performance awards, including awards with market-based performance conditions, we employ a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to, the expected stock price volatility over the term of the award, the risk-free rate, and dividend yield, if any.
​
Finite-Lived Intangible Assets
​
We evaluate the useful lives of our intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Finite-lived intangible assets are amortized over their estimated useful lives and evaluated for impairment at least annually, or when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Determining useful lives and assessing recoverability require management judgment and the use of estimates, including assumptions regarding future cash flows and economic conditions. Changes in these assumptions could materially affect amortization expense or result in impairment charges in future periods.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Tariff Risk
​
Changes in government and economic policies, incentives, trade regulations, or tariffs may have a material impact on equipment that we import. While the final scope, timing, and application of recently announced or proposed changes in U.S. trade policy remain uncertain, increases in tariffs on imported equipment, as well as the potential imposition of retaliatory tariffs by foreign jurisdictions, could materially increase our equipment and infrastructure costs or limit the availability of certain components. Such developments could adversely affect our ability to procure equipment on a timely basis or at cost-effective levels, which in turn may impact project timelines, capital expenditures, and operating margins. We continuously monitor developments in trade policy and may adjust our procurement strategies, sourcing arrangements, or deployment plans in response to such changes; however, there can be no assurance that such actions will fully mitigate the impact of adverse tariff or trade policy developments.
​
Foreign Exchange Risk
​
Foreign exchange risk arises from fluctuations in currency exchange rates that impact our results of operations, financial position, and cash flows. A portion of our operations is conducted through Hut 8 Canada, and we incur operating expenses, capital expenditures, and other costs denominated primarily in Canadian dollars, while our reporting currency is the U.S. dollar. In addition, a significant portion of our Bitcoin holdings are held by our Canadian subsidiary.
​
Changes in the U.S. dollar and Canadian dollar exchange rate may affect the U.S. dollar value of our operating costs, capital expenditures, intercompany balances, and the translation of the financial results and Bitcoin holdings of Hut 8 Canada into U.S. dollars for financial reporting purposes. Adverse movements in foreign exchange rates could increase our costs or reduce reported revenues, asset values, and earnings. While we may seek to manage foreign exchange exposure through operational strategies from time to time, we do not currently engage in foreign currency hedging activities and therefore remain exposed to fluctuations in exchange rates.
​
Market Price Risk of Bitcoin
We hold a significant amount of Bitcoin; therefore, we are exposed to the impact of market price changes in Bitcoin.
As of June 30, 2026, we held approximately 17,316 Bitcoin, comprising approximately 9,314 Bitcoin held by Hut 8 and approximately 8,002 Bitcoin held by American Bitcoin. Based on a fair value of approximately $59,847 per Bitcoin, the aggregate fair value of these holdings as of June 30, 2026 was approximately $1.04 billion. Declines in the fair market value of Bitcoin will impact the cash value that would be realized if we were to sell our Bitcoin for cash, therefore having a negative impact on our liquidity.
Custodian Risk
Our Bitcoin is held with third-party custodians, Coinbase Custody, NYDIG, Anchorage, and BitGo, which we select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate .

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Credit Risk
Credit risk arises from our practice of pledging Bitcoin as collateral in transactions with counterparties. We mitigate this risk by engaging with counterparties that we believe possess strong creditworthiness based on their size, credit quality, and reputation, among other factors. During the six months ended June 30, 2026, we have not incurred any material loss from such transactions. However, there remains a risk that a counterparty could default on its obligations to us, which might result in a material loss. We continually assess the credit risk associated with our counterparties and, if necessary, recognize a loss provision or write-down. Credit risk also arises from us placing our cash and demand deposits in financial institutions. Although we strive to limit our exposure by placing cash and demand deposits with financial institutions with a high credit standing, there can be no assurances that we are able to mitigate our credit risk. In addition, we are exposed to credit risk associated with the creditworthiness of our customers and other counterparties, as non-performance or financial deterioration of these parties could adversely impact cash flows and liquidity.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
We have one loan that maintains a variable interest rate, the TZRC Secured Promissory Note, which includes a maximum interest rate of 15.25%. As a result, changes in market interest rates could affect our operations over certain periods and may also impact our ability to finance projects. For more information regarding the TZRC Secured Promissory Note, see Note 9. Loans, notes payable, and other financial liabilities to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
​
We also earn interest income on the cash balances at variable rates. Changes in the short-term interest rates are not expected to have a material impact on the fair value of our cash balances.
​
We may enter into project-level financing arrangements that include floating rate components, including rates based on a Secured Overnight Financing Rate benchmark. To the extent that we enter into such arrangements, our exposure to interest rate variability could increase. We may seek to manage a portion of this exposure through the use of financial hedging instruments; however, such instruments may not be available on acceptable terms, may not be effective in mitigating interest rate risk, or may introduce additional risks.
​
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this report.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
​

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PART II – OTHER INFORMATION
​
Item 1. Legal Proceedings
​
For a description of material legal proceedings in which we are involved, see Note 18. Commitments and contingencies to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report, which is incorporated herein by reference.
​
We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, or results of operations. However, we are subject to regulatory oversight by numerous federal, state, provincial, local, and other regulators and we are, and we may become, subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business. See “Risk Factors—Risks Related to Certain Regulations and Laws, Including Tax Laws—We are involved in legal proceedings from time to time, which could adversely affect us” in the Annual Report.
​
Item 1A. Risk Factors
​
As of the date of this Quarterly Report, there have been no material changes from the risk factors set forth in Part I, Item 1A of the Annual Report. We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, financial condition, or results of operations. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sale of Equity Securities
On May 11, 2026, Coatue Tactical Solutions Lending Holdings AIV 3 LP converted the full accreted principal amount of the Coatue Note, totaling $159.3 million, into 9,715,476 shares of the Company’s common stock at a conversion price of $16.395 per share. The Company paid $1.3 million of accrued and unpaid interest through the conversion date, together with a de minimis amount in lieu of a fractional share, in cash. Following the conversion, no principal amount remained outstanding under the note.
The shares were issued without registration under the Securities Act of 1933 in reliance on the exemption provided by Section 3(a)(9) thereof. No commission or other remuneration was paid or given, directly or indirectly, in connection with the conversion.
​
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.

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Item 5. Other Information
Rule 10b5-1 Trading Arrangement
​
On June 25, 2026 , Mayo A. Shattuck III , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement provides for the potential sale of up to 54,903 shares of Common Stock and will expire on December 30, 2026 , or earlier upon the completion of all transactions contemplated by the arrangement.
​

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Item 6. Exhibits
​
​
​
​
​
​

Exhibit
​
​
Incorporated by Reference

Number
  ​ ​ ​
Description
Form
Exhibit
Filing Date

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

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

10.1
​
Amendment No 1. to the Controlled Equity Offering SM Sales Agreement, dated February 25, 2026, by and among the Company and Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., Virtu Americas LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., Virtu Canada Corp. and Canaccord Genuity Corp.
8-K
1.1
02/25/2026

10.2*
​
Master Lending Agreement, dated as of May 1, 2026, between Hut 8 Mining Corp. and FalconX Charlie, Inc.
10Q
10.2
05/06/2026

4.1
​
Indenture, dated as of April 30, 2026, among Hut 8 DC LLC, Hut 8 DC Member LLC and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 6.192% Senior Secured Notes due 2042.
8-K
4.1
05/01/2026

4.2
​
Indenture, dated as of June 9, 2026, among Beacon Point DC LLC, Beacon Point Holding LLC and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 6.129% Senior Secured Notes due 2042.
8-K
4.1
06/10/2026

31.1
​
Certification of Principal Executive Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​
​
​

31.2
​
Certification of Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​
​
​

32.1**
​
Certification of Principal Executive Officer and Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​
​
​

101
​
Inline Interactive Data File.
​
​
​

104
​
Cover Page Interactive Data File.
​
​
​

*
Pursuant to Item 601(b)(10), as applicable, of Regulation S-K, certain portions of this exhibit were redacted. Hut 8 Corp. hereby agrees to furnish a copy of any redacted information to the SEC upon request.

**
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of the Quarterly Report), irrespective of any general incorporation language contained in such filing.

​
​

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 4, 2026
HUT 8 CORP.

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By:
/s/ Sean Glennan

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Sean Glennan
Principal Financial Officer and Authorized Signatory

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