Debt-heavy expansion leaves Hut 8 Corp. (NASDAQ: HUT) with big loss
Hut 8 Corp. reported strong top-line growth but large losses for the quarter and six months ended June 30, 2026. Total revenue was 74,932 and 145,949 (in USD thousands) for the quarter and year-to-date, driven mainly by the Compute segment.
However, loss on digital assets of 138,597 for the quarter and 434,254 (in USD thousands) year-to-date, higher depreciation and general and administrative costs, and rising interest expense led to a net loss attributable to Hut 8 of 150,191 for the quarter and 370,040 (in USD thousands) for six months. The company closed large project financings via 3,250,000 of River Bend Notes and 4,250,000 of Beacon Point Notes, lifting loans and other financial liabilities to a 7,638,441 (in USD thousands) carrying amount and increasing restricted cash to 6,787,147 (in USD thousands) for planned data center construction, while holding 17,316 Bitcoin and 100,000,000 investment tokens.
Positive
- Revenue for H1 2026 rose to 145,949 (USD thousands), more than doubling.
- Compute segment revenue reached 138,445 (USD thousands) in H1 2026.
Negative
- Net loss attributable to Hut 8 was 370,040 (USD thousands) H1 2026.
- Loss on digital assets totaled 434,254 (USD thousands) in H1 2026.
- Loans and notes carrying amount increased to 7,638,441 (USD thousands).
Filing Explained
Note conversion and ATM issuance lifted common shares to 123,190,559 by June 30, diluting existing holders’ percentage ownership.
This Form 10-Q is Hut 8’s unaudited quarterly report for the period ended
Because the filing describes these as issuances, rather than only authorization or registration, the holder-level consequence is dilution: additional shares increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.
The filing also records the issued River Bend Notes at
Key Figures
Key Terms
Bitcoin redemption and put options financial
covered call options financial
Probability-Weighted Expected Return Method financial
capitalized interest financial
non-controlling interests financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Hut 8 Corp. (HUT) revenue and profit for Q2 and H1 2026?
Why did Hut 8 Corp. (HUT) post a large loss despite higher revenue?
How much debt and restricted cash did Hut 8 Corp. (HUT) have at June 30, 2026?
What is Hut 8 Corp. (HUT) exposure to Bitcoin and other digital assets?
What major financings did Hut 8 Corp. (HUT) complete in H1 2026?
How did Hut 8 Corp. (HUT) change its asset base during H1 2026?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Toronto Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of July 31, 2026, the registrant had
Table of Contents
TABLE OF CONTENTS
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Cautionary Statement Regarding Forward-Looking Statements | | 1 |
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PART I – FINANCIAL INFORMATION | | 2 |
Item 1. Financial Statements | | 2 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 49 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | | 69 |
Item 4. Controls and Procedures | | 70 |
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PART II – OTHER INFORMATION | | 71 |
Item 1. Legal Proceedings | | 71 |
Item 1A. Risk Factors | | 71 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 71 |
Item 3. Defaults Upon Senior Securities | | 71 |
Item 4. Mine Safety Disclosures | | 71 |
Item 5. Other Information | | 72 |
Item 6. Exhibits | | 73 |
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Signatures | | 74 |
Table of Contents
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause our results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including those described in Part I, Item 1A, “Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) and in Part II, Item 1A, “Risk Factors” of this Quarterly Report. Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
1
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(in USD thousands, except share and per share data)
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | (Audited) | ||
Assets | | | | | | |
Current assets |
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Cash | | $ | | | $ | |
Restricted cash and cash equivalents | |
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Accounts receivable, net | | | | | | |
Deposits and prepaid expenses | |
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Derivative assets | |
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Digital assets – pledged for miner purchase | | | — | | | |
Digital assets receivable | | | | | | |
Assets held for sale | | | — | | | |
Total current assets | |
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Non-current assets | |
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Derivative assets | | | | | | |
Digital assets – held in custody | |
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Digital assets – pledged for miner purchase | | | | | | |
Digital assets – pledged as collateral | | | | | | |
Property and equipment, net | | | | | | |
Operating lease right-of-use asset | | | | | | |
Deposits and prepaid expenses | | | | | | |
Investment in unconsolidated joint venture | |
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Other investments | | | | | | |
Intangible assets, net | | | | | | |
Goodwill | | | | | | |
Total non-current assets | |
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Total assets | | $ | | | $ | |
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Liabilities and stockholders’ equity | |
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Current liabilities | |
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Accounts payable and accrued expenses | | $ | | | $ | |
Interest payable | | | | | | |
Miner purchase liability, current portion | | | — | | | |
Deferred revenue | |
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Operating lease liability, current portion | | | | | | |
Loans, notes payable, and other financial liabilities, current portion | |
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Income taxes payable | | | | | | |
Liabilities held for sale | | | — | | | |
Total current liabilities | | | | | | |
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Non-current liabilities | |
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Miner purchase liability, less current portion | | | | | | |
Operating lease liability, less current portion | |
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Loans, notes payable, and other financial liabilities, less current portion | | | | | | |
Deferred tax liabilities | |
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Warrant liability | | | | | | |
Total non-current liabilities | | | | | | |
Total liabilities | | | | | | |
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Commitments and contingencies | |
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Equity | |
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Preferred stock, $ | |
| — | |
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Common stock, $ | |
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Additional paid-in capital | |
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(Accumulated deficit) retained earnings | |
| ( | |
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Accumulated other comprehensive loss | | | ( | | | ( |
Total Hut 8 Corp. stockholders’ equity | |
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Non-controlling interests | | | | | | |
Total equity | | | | | | |
Total liabilities and equity | | $ | | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited, in USD thousands, except share and per share data)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue: | | | | | | | | | | | | |
Power | | $ | | | $ | | | $ | | | $ | |
Digital Infrastructure | |
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Compute | | | | | | | | | | | | |
Total revenue | |
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Cost of revenue (exclusive of depreciation and amortization shown below): | |
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Cost of revenue – Power | |
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Cost of revenue – Digital Infrastructure | |
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Cost of revenue – Compute | |
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Total cost of revenue | | | | | | | | | | | | |
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Operating expenses: | |
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Depreciation and amortization | |
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General and administrative expenses | |
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Loss (gain) on digital assets | | | | | | ( | | | | | | ( |
(Gain) loss on sale of property and equipment | |
| ( | |
| ( | |
| ( | |
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Total operating expenses (income) | |
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| ( | |
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| ( |
Operating (loss) income | |
| ( | |
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| ( | |
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Other (expense) income: | |
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Foreign exchange (loss) gain | | | ( | | | | | | ( | | | |
Interest expense | | | ( | | | ( | | | ( | | | ( |
Interest income | | | | | | — | | | | | | — |
Asset contribution costs | | | — | | | — | | | — | | | ( |
Gain (loss) on derivatives | | | | | | ( | | | | | | |
(Loss) gain on other financial liability | | | ( | | | ( | | | ( | | | |
Gain on warrant liability | | | | | | — | | | | | | — |
Gain on sale of the Far North JV, net of transaction costs | | | | | | — | | | | | | — |
Equity in earnings of unconsolidated joint venture | | | | | | | | | | | | |
Total other (expense) income | |
| ( | |
| ( | |
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| ( |
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Net (loss) income before income taxes | |
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Income tax benefit (provision) | |
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| ( | |
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| ( |
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Net (loss) income | | | ( | | | | | | ( | | | |
| | | | | | | | | | | | |
Less: Net loss (income) attributable to non-controlling interests | | | | | | ( | | | | | | |
Net (loss) income attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Net (loss) income per share of common stock: | | | | | | | | | | | | |
Basic attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
Diluted attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Weighted average number of shares of common stock outstanding: | | | | | | | | | | | | |
Basic | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net (loss) income | | $ | ( | | $ | | | $ | ( | | $ | |
Other comprehensive (loss) income: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | ( | | | | | | ( | | | |
Total comprehensive (loss) income | | | ( | | | | | | ( | | | |
Less: Comprehensive loss (income) attributable to non-controlling interests | | | | | | ( | | | | | | |
Comprehensive (loss) income attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited, in USD thousands, except share and per share data)
Six Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | Additional | | | | | | | Accumulated Other | | | ||||
| | Common Stock | | Paid-in | | Retained | | Non-controlling | | Comprehensive | | Total | ||||||||
| | Shares | | Amount | | Capital | | Earnings | | Interests | | (Loss) Income | | Equity | ||||||
Balance, December 31, 2024 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of common stock – at-the-market offering, net of issuance costs | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – stock option exercises | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – restricted stock unit settlements | | | | | | | | ( | | | — | | | — | | | — | | | — |
Stock-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Issuance of warrants by subsidiary |
| — | | | — | | | | | | — | | | — | | | — | | | |
Non-controlling interest in American Bitcoin Corp. | | — | | | — | | | ( | | | — | | | | | | — | | | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | ( | | | | | | |
Net loss attributable to Hut 8 Corp. | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Net loss attributable to non-controlling interest | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, March 31, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs | | — | | | — | | | | | | — | | | | | | — | | | |
Issuance of common stock – stock option exercises | | | | | — | | | | | | — | | | — | | | — | | | |
Issuance of common stock – restricted stock unit settlements | | | | | | | | ( | | | — | | | — | | | — | | | — |
Stock-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Issuance of warrants by subsidiary | | — | | | — | | | | | | — | | | — | | | — | | | |
Non-controlling interest in American Bitcoin Corp. | | — | | | — | | | ( | | | — | | | | | | — | | | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | | | | | | | |
Net income attributable to Hut 8 Corp. | | — | | | — | | | — | | | | | | — | | | — | | | |
Net income attributable to non-controlling interests | | — | | | — | | | — | | | — | | | | | | — | | | |
Balance, June 30, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited, in USD thousands, except share and per share data)
Six Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Additional | | Retained | | | | | Accumulated Other | | | ||||
| | | Common Stock | | Paid-in | | Earnings | | Non-controlling | | Comprehensive | | Total | ||||||||
| | | Shares | | Amount | | Capital | | (Accumulated Deficit) | | Interests | | (Loss) Income | | Equity | ||||||
Balance, December 31, 2025 | |
| | | $ | |
| $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs | |
| — | |
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|
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| — | |
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Deferred income tax on American Bitcoin Corp. – equity transactions | | | — | | | — | | | ( | | | — | | | — | | | — | | | ( |
Issuance of common stock – at-the-market offering, net of issuance costs | | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – stock option exercises | | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – restricted stock unit settlements | | | | | | | | | ( | | | — | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | | | | — | | | — | | | — | | | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | — | | | | | | ( | | | ( |
Exercise of warrants issued by subsidiary | | | — | | | — | | | ( | | | — | | | | | | — | | | — |
Sale of the Far North JV and non-controlling interest acquisition prior to sale | | | — | | | — | | | ( | | | — | | | ( | | | | | | ( |
Net loss attributable to Hut 8 Corp. | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Net loss attributable to non-controlling interest | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, March 31, 2026 | | | | | $ | |
| $ | | | $ | ( | | $ | | | $ | ( | | $ | |
Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs | | | — | | | — | | | | | | — | | | | | | — | | | |
Issuance of Class A common stock by American Bitcoin Corp. – restricted stock unit settlements | | | — | | | — | | | ( | | | — | | | | | | — | | | — |
Deferred income tax on American Bitcoin Corp. – equity transactions | | | — | | | — | | | ( | | | — | | | — | | | — | | | ( |
Issuance of common stock – convertible note conversion | | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – stock option exercises | | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of common stock – restricted stock unit settlements | | | | | | | | | ( | | | — | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | | | | — | | | — | | | — | | | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net loss attributable to Hut 8 Corp. | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Net loss attributable to non-controlling interest | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, June 30, 2026 | | | | | $ | |
| $ | | | $ | ( | | $ | | | $ | ( | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, in USD thousands)
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Operating activities | | | | | | |
Net (loss) income | | $ | ( | | $ | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
Amortization of operating right-of-use assets | | | | | | |
Non-cash lease expense | | | | | | |
Stock-based compensation | | | | | | |
Equity in earnings of unconsolidated joint venture | | | ( | | | ( |
Distributions of earnings from unconsolidated joint venture | | | | | | — |
ASIC compute revenue | | | ( | | | ( |
Loss (gain) on digital assets | | | | | | ( |
Deferred tax assets and liabilities | | | ( | | | |
Foreign exchange loss (gain) | | | | | | ( |
Amortization of debt discounts and issuance costs | | | | | | |
(Gain) loss on sale of property and equipment | | | ( | | | |
Gain on derivatives | | | ( | | | ( |
Loss (gain) on other financial liability | | | | | | ( |
Gain on warrant liability | | | ( | | | — |
Gain on sale of the Far North JV, net of transaction costs | | | ( | | | — |
Paid-in-kind interest expense | | | | | | |
Asset contribution costs | | | — | | | |
Changes in assets and liabilities: | | | | | | — |
Accounts receivable, net | | | | | | ( |
Deposits and prepaid expenses | | | | | | ( |
Income taxes receivable | | | | | | ( |
Income taxes payable | | | | | | — |
Accounts payable and accrued expenses | | | ( | | | |
Interest payable | | | | | | |
Deferred revenue | | | | | | ( |
Operating lease liabilities | | | ( | | | ( |
Net cash used in operating activities | | | ( | | | ( |
| | | | | | |
Investing activities | | | | | | |
Proceeds from sale of digital assets | | | — | | | |
Bitcoin purchased | | | ( | | | — |
Deposits for future sites | | | ( | | | — |
Purchases of property and equipment | | | ( | | | ( |
Proceeds from sale of property and equipment | | | | | | |
Net proceeds from sale of the Far North JV, net of cash divested | | | | | | — |
Additions to intangible assets | | | — | | | ( |
Net cash used in investing activities | | | ( | | | ( |
| | | | | | |
Financing activities | | | | | | |
Proceeds from loans and notes payable | | | | | | — |
Net proceeds from covered call options premium | | | — | | | |
Repayments of loans and notes payable | | | ( | | | — |
Debt issuance costs paid | | | ( | | | — |
Principal payments on finance lease | | | ( | | | ( |
Settlement of finance lease obligation in connection with sale of the Far North JV | | | ( | | | — |
Cash paid to buyout non-controlling interest of the Far North JV | | | ( | | | — |
Proceeds from the issuance of common stock – stock option exercises | | | | | | |
Proceeds from the issuance of common stock – at-the-market offering, net of issuance costs | | | | | | |
Proceeds from the issuance of American Bitcoin Corp. Class A common stock – at-the-market offering, net of issuance costs | | | | | | — |
Proceeds from the issuance of American Bitcoin Corp. Class A common stock – non-at-the-market offering, net of issuance costs | | | — | | | |
Proceeds from other financial liability | | | — | | | |
Net cash provided by financing activities | | | | | | |
| | | | | | |
Effect of exchange rate changes on cash, restricted cash, and cash equivalents | | | ( | | | |
Net increase (decrease) in cash, restricted cash, and cash equivalents | | | | | | |
Cash, restricted cash, and cash equivalents, beginning of period | | | | | | |
Cash, restricted cash, and cash equivalents, end of period | | $ | | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
Hut 8 Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, in USD thousands)
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Supplemental cash flow information: | | | | | | |
Cash paid for interest, net of amounts capitalized | | $ | | | $ | |
Cash (refund) paid for income taxes, net of refunds (payments) | | $ | ( | | $ | |
| | | | | | |
Non-cash transactions | | | | | | |
Reclassification of deposits and prepaid expenses to property and equipment | | $ | | | $ | — |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | | | $ | |
Compute revenue in accounts receivable, net | | $ | | | $ | — |
Property and equipment acquired under miner purchase liability | | $ | | | $ | |
Property and equipment acquired under accounts payable and accrued expenses | | $ | | | $ | — |
Property and equipment acquired through exchange of right-of-use asset – Far North JV | | $ | | | $ | — |
Bitcoin redemption and put options acquired under miner purchase liability | | $ | | | $ | — |
Net income (loss) attributable to non-controlling interests | | $ | ( | | $ | ( |
Issuance of common stock – restricted stock unit settlements | | $ | | | $ | |
Issuance of warrants by subsidiary as finance lease payments | | $ | — | | $ | |
Stock-based compensation capitalized in property and equipment, net | | $ | | | $ | — |
Subsidiary warrants exercised | | $ | | | $ | — |
Digital assets received for the issuance of Class A common stock by American Bitcoin Corp. | | $ | — | | $ | |
Issuance of common stock – convertible note conversion | | $ | | | $ | — |
Debt issuance costs included in accounts payable and accrued expenses | | $ | | | $ | — |
| | | | | | |
Reconciliation of cash, restricted cash, and cash equivalents to the Unaudited Condensed Consolidated Balance Sheets: | | | | | | |
Cash | | $ | | | $ | |
Restricted cash and cash equivalents | | | | | | |
Total cash, restricted cash, and cash equivalents | | $ | | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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Note 1. Organization
Nature of operations and corporate information
Hut 8 Corp. (together with its consolidated subsidiaries, the “Company” or “Hut 8”) is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies such as AI, high-performance computing, and ASIC compute. The Company develops, commercializes, and operates industrial-scale energy and data center infrastructure through a power-first, innovation-driven approach. The Company was incorporated in Delaware in January 2023.
Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements
Basis of presentation
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all the information and footnotes required by GAAP for complete financial statements. As such, the information included in this Quarterly Report should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2025, and related notes thereto, included in the Annual Report.
Interim results are not necessarily indicative of results for a full year.
The U.S. Dollar is the functional and presentation currency of the Company.
Significant accounting policies followed by the Company in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements are summarized below.
Principles of consolidation
These Unaudited Condensed Consolidated Financial Statements of the Company include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.
Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other (expense) income. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other (expense) income.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company believes that the reclassifications did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial.
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Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Unaudited Condensed Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Company’s Unaudited Condensed Consolidated Financial Statements properly reflect the change.
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). ASU 2026-02 provides recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. This update is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. Adoption of ASU 2026-02 requires retrospective application through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.
In December 2025, FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). Among other amendments to various Topics within the FASB Accounting Standards Codification, ASU 2025-12 clarifies dilutive earnings per share treatment for certain contracts that may be settled in stock or cash when a company has a loss from continuing operations. This update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. For earnings per share amendments, adoption of ASU 2025-12 requires retrospective application to each prior reporting period presented.
In September 2025, FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”). With respect to Topic 815, ASU 2025-07 refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This update is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. ASU 2025-07 may be applied using a prospective or modified retrospective transition approach.
In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting the standard. ASU 2025-06 may be applied using a prospective transition, modified transition, or retrospective transition approach.
In January 2025, FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard. ASU 2024-03 may be applied prospectively or retrospectively.
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Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s Unaudited Condensed Consolidated Financial Statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles, goodwill and digital assets, stock-based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.
Cash and cash equivalents
Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash equivalents consisted of money market funds held within the project accounts described in Restricted cash and cash equivalents below. The Company had
Restricted cash and cash equivalents
Restricted cash and cash equivalents consist of cash and cash equivalents subject to restrictions on withdrawal or use under certain contractual arrangements. As of June 30, 2026, restricted cash and cash equivalents principally consisted of the net proceeds of the River Bend Notes and the Beacon Point Notes (each as defined in Note 9. Loans, notes payable, and other financial liabilities) held in project accounts required under the respective indentures. These project accounts, including construction and debt service reserve accounts, are restricted for use in the development and construction of the Company’s data center projects and the payment of related debt service. Restricted cash and cash equivalents also included cash balances supporting commercial letters of credit. As of December 31, 2025, restricted cash and cash equivalents principally consisted of cash balances supporting commercial letters of credit. See Note 9. Loans, notes payable, and other financial liabilities for further information.
Debt issuance costs
Debt issuance costs are presented as a direct deduction from the carrying amount of the related loans and notes payable and amortized to interest expense over the term of the related debt using the effective interest method. For more information on the Company’s loans and notes payable, see Note 9. Loans, notes payable, and other financial liabilities.
Fair value measurement
The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.
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Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
Assets and liabilities measured at fair value on a recurring basis
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2026 and December 31, 2025:
| | | | | | | | | | | | |
| | Fair value measured at June 30, 2026 | ||||||||||
| | Total carrying | | | | | Significant other | | Significant | |||
| | value at | | Quoted prices in | | observable | | unobservable | ||||
| | June 30, | | active markets | | inputs | | inputs | ||||
(in USD thousands) | | 2026 | | (Level 1) | | (Level 2) | | (Level 3) | ||||
Digital assets | | $ | | | $ | | | $ | — | | $ | — |
Bitcoin redemption and put options | | | | | | — | | | | | | — |
Other financial liability | | | ( | | | — | | | — | | | ( |
Warrant liability | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | |
| | Fair value measured at December 31, 2025 | ||||||||||
| | Total carrying | | | | | Significant other | | Significant | |||
| | value at | | Quoted prices in | | observable | | unobservable | ||||
| | December 31, | | active markets | | inputs | | inputs | ||||
(in USD thousands) | | 2025 | | (Level 1) | | (Level 2) | | (Level 3) | ||||
Digital assets | | $ | | | $ | | | $ | — | | $ | — |
Bitcoin redemption and put options | | | | | | — | | | | | | — |
Other financial liability | | | ( | | | — | | | — | | | ( |
Warrant liability | | | ( | | | — | | | — | | | ( |
In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market, which is the Coinbase exchange. As such, the Company’s digital assets were determined to be Level 1 assets.
The Company estimates the fair value of its Bitcoin redemption and put options using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the redemption option. As of June 30, 2026, these options were held only by American Bitcoin Corp.
See Derivatives below for a description of certain of the Company’s derivative instrument accounting policies.
In estimating the fair value of its call options sold on Bitcoin that it owns (the “covered call options”), the Company uses the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the options. The expected term of the options is the contractual term of the options given the options can only be exercised on their expiry date (i.e., European-style options). The Company determined that the covered call options are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market.
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The Company estimated the fair value of its other financial liability using the Probability-Weighted Expected Return Method (“PWERM”), which includes significant unobservable inputs, including the instrument’s estimated credit spread, and as a result, the Company determined that the other financial liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s other financial liability, see Note 9. Loans, notes payable, and other financial liabilities. For a description of the Company’s other financial liability accounting policy, see Other financial liability in Note 2 of the Company’s Consolidated Financial Statements for the year ended December 31, 2025.
The Company estimated the fair value of its warrant liability using the Black-Scholes pricing model, which includes significant unobservable inputs, including the expected term of the warrants, and as a result, the Company determined that the warrant liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s warrant liability, see Note 10. Derivatives. See Warrant liability for a description of the Company’s warrant liability accounting policy.
The Company estimated the fair value of its separated embedded derivative from the convertible note, namely from the Company’s Coatue Note (as defined in Note 9. Loans, notes payable, and other financial liabilities), using the partial differential equation model (“PDE Model”), which includes several inputs and assumptions including the Company’s common stock price at the time of valuation, the implied volatility of the Company’s common stock matching the moneyness of the conversion option, the risk-free interest rate curve, and the instrument’s estimated credit spread. In addition, management’s assumption of the probability of occurrence of the separated embedded derivative from the convertible note’s trigger event was a significant unobservable input. The Company determined that the separated embedded derivative from the convertible note was a Level 3 liability given significant unobservable inputs were included in its valuation. In May 2026, the Coatue Note was converted into shares of the Company’s common stock, and the related separated embedded derivative from the convertible note was derecognized. Accordingly, there was
Assets and liabilities measured at fair value on a non-recurring basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, assets held for sale, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. The Company had
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, interest payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying values of loans and notes payable and other long-term liabilities approximate fair value, unless otherwise disclosed separately, as the related interest rates approximate rates currently available to the Company. See Derivatives below for a description of the Company’s derivative instrument accounting policy and Note 9. Loans, notes payable, and other financial liabilities for additional disclosures on the Company’s loans, notes payable, and other financial liabilities.
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Capitalized interest
The Company capitalizes interest cost incurred on its project-level debt during the period required to construct, develop, and prepare qualifying assets for their intended use, in accordance with FASB ASC Topic 835-20, Interest – Capitalization of Interest (“ASC 835-20”). Qualifying assets consist of data center and energy infrastructure projects under construction for which expenditures have been incurred and construction activities are in progress. Capitalization of interest commences when expenditures for the qualifying asset have been made, activities necessary to prepare the asset for its intended use are underway, and interest cost is being incurred; it ceases when the asset is substantially complete and ready for its intended use.
The total amount of interest capitalized in any period does not exceed the total interest cost incurred during that period. Capitalized interest is recorded within property and equipment as part of construction in progress.
Derivatives
The Company accounts for the derivative contracts it enters into, including Bitcoin redemption and put options, covered call options, the separated embedded derivative from the convertible note (through its conversion date), and warrant liability as follows:
Bitcoin redemption and put options
The Company has entered into agreements to purchase property and equipment that include pledges of Bitcoin, rights to make future pledges of Bitcoin, and rights to redeem the pledged Bitcoin for certain periods after the relevant redemption periods start. These Bitcoin redemption and put options do not qualify as accounting hedges under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company carries its Bitcoin redemption and put options at fair value and any gains or losses are recognized in profit or loss.
Covered call options
From time to time, the Company has sold covered call options to generate cash flows on a portion of its Bitcoin held. These options do not qualify as accounting hedges under ASC 815. Accordingly, the Company carries its covered call options at fair value and any gains or losses are recognized in profit or loss.
Separated embedded derivative from the convertible note
The Company evaluates and accounts for derivatives embedded in its convertible instruments in accordance with ASC 815. Accordingly, the Company has assessed if embedded derivatives should be separated from its host contract and accounted for as a derivative instrument based on whether all three ASC 815 criteria are met: (1) the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument is not remeasured at fair value under GAAP with changes in fair value reported in earnings as they occur, and (3) a separate instrument with the same terms as the embedded derivative would be a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be a conventional convertible debt instrument as defined in the FASB ASC topic. The Company identified embedded derivatives in the Coatue Note, which was a convertible instrument it issued in June 2024, including conversion options, other redemption features, and contingently exercisable options. The Company determined that the Contingent Repurchase Right (as defined in Note 9. Loans, notes payable, and other financial liabilities) in such convertible instrument was an embedded derivative that should be separated from its host contract and accounted for as a derivative instrument as per ASC 815. The conversion option was indexed to the Company’s common stock and met the criteria for classification in stockholders’ equity, and therefore derivative accounting did not apply. The other embedded derivatives did not meet all three previously mentioned ASC 815 criteria, and therefore were not separated from their host contract. Prior to its derecognition, the Company accounted for the separated embedded derivative as a derivative instrument carried at fair value, with gains or losses recognized in profit or loss. In May 2026, the Coatue Note was converted into shares of the Company’s common stock, and the related separated embedded derivative from the convertible note was derecognized. Accordingly, there was
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Warrant liability
The Company assumed certain warrants in the ABTC Merger (as defined in Note 10. Derivatives) that meet the definition of a derivative under ASC 815, and due to the terms, the warrants are required to be classified as a liability. The Company carries its warrant liability at fair value and any gains or losses are recognized in profit or loss.
Net (loss) income per share attributable to common stockholders
Basic net (loss) income per share of common stock attributable to the Company is computed by dividing net (loss) income attributable to the Company, adjusted for the impact of subsidiary warrants exercisable for little or no cash consideration (“Penny Warrant(s)”) issued by a former consolidated subsidiary that was sold in February 2026, as described in Note 3. Far North JV sale, by the weighted-average number of shares of common stock outstanding during the period.
Diluted net (loss) income per share of common stock attributable to the Company is computed by giving effect to all potentially dilutive shares of common stock, including stock options, restricted stock units, deferred stock units, performance stock units, and common stock purchase warrants to the extent dilutive under the treasury-stock method, the numerator adjustment from the impact of the warrant liability assumed by a consolidated subsidiary to the extent dilutive, and potential shares of common stock issuable upon conversion of the Company’s convertible note under the if-converted method. Under the if-converted method, net loss attributable to the Company is adjusted by the effect, net of tax, of potentially dilutive shares computed under this method. Contingently issuable shares whose issuance is contingent upon the satisfaction of certain conditions are considered outstanding and included in the computation of diluted net loss per share of common stock attributable to the Company if all necessary conditions have been satisfied by the end of the period or if the end of the period is deemed the end of the contingently issuable shares’ contingency period. In computing potentially dilutive shares of common stock, each class of shares is applied to basic net (loss) income per share of common stock attributable to the Company on a most to least dilutive basis until a particular class no longer produces further dilution, if applicable.
Non-controlling interests
Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity on Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the non-controlling interest on the Company’s Unaudited Condensed Consolidated Balance Sheets consists of
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Note 3. Far North JV sale
On February 2, 2026, the Company closed on its share purchase agreement (“Far North SPA”) with TransAlta Corporation (“TransAlta”), under which TransAlta acquired
A reconciliation of the proceeds received by the Company, or paid for on behalf of the Company, and the gain on sale of the Far North JV is as follows:
| | | |
(in USD thousands) | | Amount | |
Cash consideration paid by TransAlta at closing | | $ | |
Indebtedness owed by the Far North JV to the Company | | | ( |
Finance lease buyout (1) | | | ( |
Carrying amount of the Far North JV’s net assets | | | ( |
Net transaction costs | | | ( |
Post-closing working capital adjustment | | | |
Foreign currency translation adjustments of the Far North JV | | | ( |
Gain on sale of the Far North JV, net of transaction costs | | $ | |
(1) | The finance lease buyout comprised $ |
The results of operations of the Far North JV were part of the Power Generation business, under the Company’s Power segment. The divestiture did not meet the criteria to be classified as discontinued operations as it did not represent a strategic shift that would have a major effect on the Company’s operations or financial results.
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Note 4. Segment information
The following table presents gross revenue, gross cost of revenue and certain reconciling items for the Company’s reportable segments, reconciled to the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Certain reconciling items, including general and administrative expenses, are presented on a gross basis.
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Reportable segment revenue: | | | | | | | | | | | | |
Power | | $ | | | $ | | | $ | | | $ | |
Digital Infrastructure | |
| | | | | |
| | | | |
Compute | | | | | | | | | | | | |
Eliminations | | | ( | | | ( | | | ( | | | ( |
Total segment and consolidated revenue | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Reportable segment cost of revenue (exclusive of depreciation and amortization shown below): | |
| | |
| | |
| | |
| |
Cost of revenue – Power | |
| | |
| | |
| | |
| |
Cost of revenue – Digital Infrastructure | |
| | |
| | |
| | |
| |
Cost of revenue – Compute | |
| | |
| | |
| | |
| |
Eliminations | | | ( | | | ( | | | ( | |
| ( |
Total segment and consolidated cost of revenue | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Reconciling items: | | | | | | | | | | | | |
Depreciation and amortization | | | ( | | | ( | | | ( | | | ( |
General and administrative expenses | | | ( | | | ( | | | ( | | | ( |
(Loss) gain on digital assets | | | ( | | | | | | ( | | | |
Gain (loss) on sale of property and equipment | |
| | | | | |
| | | | ( |
Foreign exchange (loss) gain | |
| ( | | | | |
| ( | | | |
Interest expense | | | ( | | | ( | | | ( | | | ( |
Interest income | | | | | | — | | | | | | — |
Asset contribution costs | | | — | | | — | | | — | | | ( |
Gain (loss) on derivatives | | | | | | ( | | | | | | |
(Loss) gain on other financial liability | | | ( | | | ( | | | ( | | | |
Gain on warrant liability | | | | | | — | | | | | | — |
Gain on sale of the Far North JV, net of transaction costs | | | | | | — | | | | | | — |
Equity in earnings of unconsolidated joint venture | | | | | | | | | | | | |
Income tax benefit (provision) | |
| | | | ( | |
| | | | ( |
General and administrative expenses eliminations | | | | | | | | | | | | |
Net (loss) income | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Less: Net loss (income) attributable to non-controlling interests | | | | | | ( | | | | | | |
Net (loss) income attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
The following table presents summarized information for revenue by geographic area:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Canada | |
| | |
| | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
The following table presents summarized information for long-lived assets by geographic area:
| | | | | | |
|
| June 30, | | December 31, | ||
(in USD thousands) | | 2026 | | 2025 | ||
United States |
| $ | |
| $ | |
Canada | | | | | | |
Total Long-Lived Assets | | $ | | | $ | |
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Note 5. Digital assets
Digital assets on the Company’s Unaudited Condensed Consolidated Balance Sheets consist of Bitcoin and Investment Tokens (as defined below) as of June 30, 2026.
Bitcoin
The following table presents the changes in the carrying amount of Bitcoin as of June 30, 2025 and June 30, 2026:
| | | |
(in USD thousands) | | Amount | |
Balance as of December 31, 2024 | | $ | |
Revenue recognized from Bitcoin mined | | | |
Carrying value of Bitcoin sold | | | ( |
Change in fair value of Bitcoin | | | ( |
Foreign currency translation adjustments | | | |
Balance as of March 31, 2025 | | $ | |
Revenue recognized from Bitcoin mined | | | |
Bitcoin contributed | | | |
Carrying value of Bitcoin sold | | | ( |
Change in fair value of Bitcoin | | | |
Foreign currency translation adjustments | | | |
Balance as of June 30, 2025 | | $ | |
| | | |
Number of Bitcoin held as of June 30, 2025 | | | |
Number of Bitcoin pledged to Bitmain as of June 30, 2025 | | | |
Cost basis of Bitcoin held as of June 30, 2025 | | $ | |
Realized gains on the sale or disposition of Bitcoin for the three months ended June 30, 2025 | | $ | |
Realized gains on the sale or disposition of Bitcoin for the six months ended June 30, 2025 | | | |
| | | |
Balance as of December 31, 2025 | | $ | |
Revenue recognized from Bitcoin mined | | | |
Bitcoin mining revenue earned in prior period received in current period | | | |
Bitcoin purchased | | | |
Bitcoin mining revenue not received | | | ( |
Carrying value of Bitcoin disposed to settle miner purchase liability | | | ( |
Change in fair value of Bitcoin | | | ( |
Foreign currency translation adjustments | | | ( |
Balance as of March 31, 2026 | | $ | |
Revenue recognized from Bitcoin mined | | | |
Bitcoin mining revenue earned in prior period received in current period | | | |
Bitcoin purchased | | | |
Bitcoin mining revenue not received | | | ( |
Change in fair value of Bitcoin | | | ( |
Foreign currency translation adjustments | | | ( |
Balance as of June 30, 2026 | | $ | |
| | | |
Number of Bitcoin held as of June 30, 2026 | | | |
Number of Bitcoin pledged to Bitmain as of June 30, 2026 | | | |
Cost basis of Bitcoin held as of June 30, 2026 | | $ | |
Realized gains on the sale or disposition of Bitcoin for the three months ended June 30, 2026 | | $ | — |
Realized gains on the sale or disposition of Bitcoin for the six months ended June 30, 2026 | | $ | |
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As of June 30, 2026, the Company’s Bitcoin was either held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company’s ownership and pledged as collateral under a borrowing arrangement, or held by Bitmain Technologies Delaware Limited (together with its affiliates, “Bitmain”) for the Bitcoin pledged in connection with the 2025 ABTC Bitmain Purchase Agreement (as defined below) and 2026 ABTC Bitmain Purchase Agreement (as defined below) for miner purchases from them. The details of the Bitcoin are as follows:
| | | | | | | | | | |
| | Amount | | Number of digital assets | ||||||
(in USD thousands) | | June 30, 2026 | | December 31, 2025 | | June 30, 2026 | | December 31, 2025 | ||
Current | | | | | | | | | | |
Bitcoin pledged for miner purchase | | $ | — | | $ | | | — | | |
Total current Bitcoin – pledged for miner purchase | | | — | | | | | — | | |
| | | | | | | | | | |
Non-current | | | | | | | | | | |
Bitcoin held in custody | | | | | | | | | | |
Total non-current Bitcoin – held in custody | | | | | | | | | | |
| | | | | | | | | | |
Non-current | | | | | | | | | | |
Bitcoin pledged for miner purchase | | | | | | | | | | |
Total non-current Bitcoin – pledged for miner purchase | | | | | | | | | | |
| | | | | | | | | | |
Non-current | | | | | | | | | | |
Bitcoin pledged as collateral | | | | | | | | | | |
Total non-current Bitcoin – pledged as collateral | | | | | | | | | | |
| | | | | | | | | | |
Total Bitcoin |
| $ | | | $ | |
| | | |
In November 2024, the Company entered into a Purchase Agreement with Bitmain to purchase approximately
During 2024, the Company entered into an ASIC colocation contract with Bitmain to host miners at the Company’s Vega site. The agreement featured a fixed hosting fee with a partial or full option to purchase the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranche. The Company completed energization of the miners during June and July 2025. On March 31, 2025, the Company entered into a Put Option Agreement (the “Put Option Agreement”), with American Bitcoin (as defined below), pursuant to which the Company had the right to put to American Bitcoin any ASIC miners purchased by the Company under this purchase option.
On August 5, 2025, pursuant to a put option agreement with American Bitcoin, the Company assigned its option to purchase up to approximately
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Concurrently with the execution of the 2025 ABTC Bitmain Purchase Agreement, American Bitcoin purchased
In February 2026, American Bitcoin entered into a Future Sales and Purchase Agreement (the “2026 ABTC Bitmain Purchase Agreement”) with Bitmain to purchase approximately
As of June 30, 2026, the Company had pledged
In accordance with FASB ASC Topic 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets, the Company assessed the transfer of nonfinancial assets, Bitcoin, under ASC 606. Specifically, the Company noted that the Bitcoin pledged to Bitmain under the 2025 ABTC Bitmain Purchase Agreement and 2026 ABTC Bitmain Purchase Agreement constitute repurchase agreements under ASC 606. As a result, the Bitcoin was not derecognized upon transfer as the Company retains repurchase options.
Due to the redemption rights and the Company’s continued economic exposure to the Bitcoin, the pledged Bitcoin is separately classified as Digital assets – pledged for miner purchase on the Unaudited Condensed Consolidated Balance Sheets, which represents restricted Bitcoin.
The Company recorded Bitcoin redemption and put options, which are derivative assets, with an initial fair value of $
Investment Tokens
During 2025, the Company purchased
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There were
| | | |
(in USD thousands) | | Amount | |
Balance as of December 31, 2025 | | $ | |
Change in fair value of Investment Tokens | | | ( |
Balance as of March 31, 2026 | | $ | |
Change in fair value of Investment Tokens | | | ( |
Balance as of June 30, 2026 | | $ | |
| | | |
Number of Investment Tokens held as of June 30, 2026 | | | |
Cost basis of Investment Tokens held as of June 30, 2026 | | $ | |
As of June 30, 2026, the Company’s Investment Tokens were held in a segregated custody account for the benefit of the Company. The details of the Investment Tokens are as follows:
| | | | | | | | | | |
| | Amount | | Number of digital assets | ||||||
(in USD thousands) | | June 30, 2026 | | December 31, 2025 | | June 30, 2026 | | December 31, 2025 | ||
Non-current | | | | | | | | | | |
Investment Tokens held in custody | | $ | | | $ | | | | | |
Total non-current Investment tokens – held in custody | | | | | | | | | | |
| | | | | | | | | | |
Total Investment Tokens |
| $ | | | $ | |
| | | |
Note 6. Property and equipment, net
The components of property and equipment were as follows:
| | | | | | |
(in USD thousands) | | June 30, 2026 | | December 31, 2025 | ||
Mining infrastructure | | $ | | | $ | |
Miners and mining equipment | | | | | | |
Data center infrastructure | | | | | | |
Computer and network equipment | | | | | | |
Leasehold improvements | | | | | | |
Land and land improvements | | | | | | |
AI GPUs | | | | | | |
Construction in progress | | | | | | |
Furniture, fixtures, and equipment | | | | | | — |
Property and equipment, gross |
| | |
| | |
Less: Accumulated depreciation |
| | ( |
| | ( |
Property and equipment, net | | $ | | | $ | |
Depreciation and amortization expense related to property and equipment was $
Depreciation and amortization expense related to property and equipment was $
Interest capitalized to construction in progress is described in Note 9. Loans, notes payable, and other financial liabilities.
Impairment of long-lived assets
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy (see discussion of fair value measurements in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements).
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Note 7. Deposits and prepaid expenses
The components of deposits and prepaid expenses are as follows:
| | | | | | |
(in USD thousands) | | June 30, 2026 | | December 31, 2025 | ||
Current | | | | | | |
Prepaid insurance | | $ | | | $ | |
Prepaid electricity | |
| | |
| |
Deposits for site development | | | | | | |
Deposits for future site purchases | | | | | | |
Other deposits | |
| | |
| |
Total current deposits and prepaid expenses | | $ | | | $ | |
| | | | | | |
Non-current | | | | | | |
Deposits related to electricity supply under electricity supply agreement | | $ | | | $ | |
Lease deposits | | | | | | |
Other deposits | |
| | |
| |
Total non-current deposits and prepaid expenses | | $ | | | $ | |
| | | | | | |
Total deposits and prepaid expenses | | $ | | | $ | |
Note 8. Investment in unconsolidated joint venture
On November 25, 2022, the Company entered into an agreement to acquire a
The consideration paid by the Company for the acquisition of the Acquired Interests consisted of $
TZRC is a two-member operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent, and operate one or more modular data centers located on or near renewable power sources for purposes of digital asset mining. The entity self-mines and provides hosting services. The Company assumed the role of property manager under a property management agreement (“PMA”) to provide day-to-day management and oversight services of TZRC’s data center facilities in 2022. The service contract has a term of
The Company accounts for its indirect
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Note 9. Loans, notes payable, and other financial liabilities
Details of the Company’s loans, notes payable, and other financial liabilities are as follows:
| | | | | | | | | | |
(in USD thousands) | | | | | | June 30, | | December 31, | ||
Issuance Date | | Maturity Date | | Interest Rate | | 2026 | | 2025 | ||
Coinbase Credit Facility | | |
| | |
| | |
| |
June 26, 2023 | | June 16, 2026 |
| | % | $ | — | | $ | |
| | | | | | | | | | |
Two Prime Credit Facility | | | | | | | | | | |
August 25, 2025 | | (1) | | | % | | — | | | — |
| | | | | | | | | | |
FalconX Term Loan | | | | | | | | | | |
May 1, 2026 | | April 30, 2027 | | | % | | | | | — |
| | | | | | | | | | |
TZRC Secured Promissory Note | | | | | | | | | | |
December 6, 2022 | | April 8, 2027 |
| | % | | | | | |
| | | | | | | | | | |
Coatue Note (convertible note) | | | | | | | | | | |
June 28, 2024 | | June 28, 2029 | | | % | | — | | | |
| | | | | | | | | | |
River Bend Notes | | | | | | | | | | |
April 30, 2026 | | November 15, 2042 | | | % | | | | | — |
| | | | | | | | | | |
Beacon Point Notes | | | | | | | | | | |
June 9, 2026 | | November 30, 2042 | | | % | | | | | — |
| | | | | | | | | | |
Other financial liability | | (2) | | (2) | | | | | | |
| | | | | | | | | | |
Total principal and other financial liability balances | | | | | | | | | | |
Less: unamortized discount and debt issuance costs | | | | | | | ( | | | ( |
Total carrying amount | | | | | | $ | | | $ | |
Less: current portion | | | | | | | | | | |
Long-term portion | | | | | | $ | | | $ | |
(1) | See Two Prime Credit Facility below for additional information |
(2) | See Other financial liability below for additional information |
The following table outlines maturities of our long-term debt, including the current portion, as of June 30, 2026:
| | | |
(in USD thousands) | | | |
Year ending December 31, | | | |
2026 (excluding the six months ended June 30, 2026) | | $ | — |
2027 | |
| |
2028 | |
| |
2029 | | | |
2030 | | | |
Thereafter | |
| |
Total | | $ | |
During the three months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $
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During the six months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $
The Company accounts for all of its loans and notes payable in accordance with FASB ASC Topic 470, Debt (“ASC 470”), ASC 815, and FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company evaluated all of its loans and notes payable to determine if there were any embedded components that qualified as derivatives to be separately accounted for.
Coinbase credit facility
A wholly owned subsidiary of the Company was party to a credit facility with Coinbase Credit, Inc. (“Coinbase”). The original credit facility was established on June 26, 2023 (the “Original Credit Facility”) and was subsequently amended and restated on each of January 12, 2024, June 17, 2024, June 16, 2025, and December 22, 2025 (as amended and restated through December 22, 2025, the “Fourth Amended and Restated Credit Agreement”). The Original Credit Facility provided for an interest rate of
Under the terms of the Fourth Amended and Restated Credit Agreement, the total principal amount available under the facility increased by $
The Company’s obligations under the Fourth Amended and Restated Credit Agreement were secured by the Company’s interest in certain Bitcoin held in the custody of Coinbase Custody and Coinbase’s recourse was limited to such Bitcoin held in the custody of Coinbase Custody.
In May 2026, the Company repaid the outstanding obligations in full and terminated the Coinbase credit facility using proceeds from a term loan with FalconX Charlie, Inc. (“FalconX”), and the related Bitcoin collateral was released to the Company and became unencumbered. See FalconX Term Loan below for further details on the Company’s term loan with FalconX.
Two Prime Credit Facility
On August 25, 2025, a wholly owned subsidiary of the Company entered into a credit agreement (the “Two Prime Credit Agreement”) with Two Prime Lending Limited (“Two Prime”).
The Two Prime Credit Agreement provides for a revolving credit facility of up to $
As of June 30, 2026, the Company had
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FalconX Term Loan
In May 2026, the Company entered into a $
The Company may prepay the FalconX Term Loan, in whole or in part, at any time after the date that is six months following the closing date without penalty. Any prepayment or termination effected prior to that date is subject to an early termination fee ranging from
The FalconX Term Loan is secured by Bitcoin pledged as collateral by the Company and held in a segregated custody account, under the Company’s ownership, with a third-party custodian. The lender’s recourse is limited to the pledged Bitcoin collateral. Collateral requirements are based on fixed collateral-to-loan ratios. The facility is structured with an initial collateral ratio of
As of June 30, 2026, the outstanding principal balance of the FalconX Term Loan was $
TZRC Secured Promissory Note
The Company assumed the TZRC Secured Promissory Note in 2022 with an estimated fair value amount as of the date of investment of approximately $
The stated interest on the TZRC Secured Promissory Note accrues at a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the prime rate as published in The Wall Street Journal, plus (ii)
The TZRC Secured Promissory Note is secured by a first priority security interest in the Company’s membership interest in TZRC. The Company is not a guarantor of the TZRC Secured Promissory Note, and there is no recourse to the Company.
The PIK interest for the three months ended June 30, 2026 and 2025 was $
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Coatue Note (convertible note)
On June 21, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Coatue Tactical Solutions Lending Holdings AIV 3 LP (the “Coatue Fund”), and a subsidiary of the Company (the “Guarantor”) providing for the purchase and sale of a convertible note (the “convertible note”) in the principal amount of $
The convertible note bore interest at a rate of
During the term of the convertible note, the convertible note was convertible from time to time, in whole or in part, into shares of the Company’s common stock at the option of the Coatue Fund. The initial conversion price of the convertible note was $
The Coatue Fund had the right to require the Company to repurchase all, but not less than all, of the convertible note upon a change of control or a delisting on a U.S. stock exchange. If the implied valuation of such event was at least $
Beginning on the two-year anniversary of the convertible note’s issuance and continuing until its maturity, the Company would have had the right, from time to time, to redeem all or any portion of the convertible note for a redemption price equal to
The Purchase Agreement included certain representations, warranties, and covenants, including limitations on the ability of the Company and the Guarantor to incur indebtedness, make certain restricted payments and investments, and enter into affiliate transactions, subject to certain exceptions enumerated in the Purchase Agreement. The Company could consummate a transaction restricted by the foregoing covenants without the Coatue Fund’s consent, so long as it substantially concurrently and as a condition thereto repurchased the convertible note in full from the Coatue Fund for an amount in cash equal to the greater of (i)
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As described in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives, the Company identified and separated an embedded derivative, the Contingent Repurchase Right, from the convertible note. The remaining debt host contract was discounted by the initial fair value of the separated embedded derivative from the convertible note of
In May 2026, the Coatue Fund converted the full Accreted Principal Amount of the Coatue Note of $
River Bend Notes
On April 30, 2026, Hut 8 DC LLC (“Hut 8 DC”), an indirect wholly owned subsidiary of the Company, issued $
Interest on the River Bend Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. Scheduled principal payments commence on May 15, 2028 and continue semi-annually through maturity. The River Bend Notes may be redeemed before their par call date of May 15, 2042 at a make-whole redemption price and thereafter at
Gross proceeds from the issuance were $
The River Bend Notes are secured by first-priority liens on substantially all assets of Hut 8 DC, including the applicable project accounts, and by a pledge of the equity interests in Hut 8 DC. The River Bend Notes are obligations solely of Hut 8 DC and are not guaranteed by the Company, the tenant, or the lease guarantor.
The indenture governing the River Bend Notes contains customary restrictive covenants and requires Hut 8 DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets.
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As of June 30, 2026, the aggregate principal balance of the River Bend Notes was $
Beacon Point Notes
On June 9, 2026, Beacon Point DC LLC (“Beacon Point DC”), an indirect wholly owned subsidiary of the Company, issued $
Interest on the Beacon Point Notes is payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2026. Scheduled principal payments commence on May 30, 2030 and continue semi-annually through maturity. The Beacon Point Notes may be redeemed before the applicable par call date of May 30, 2042 at a make-whole redemption price and thereafter at
Gross proceeds from the issuance were $
The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, including the applicable project accounts, and by a pledge of the equity interests in Beacon Point DC. The Beacon Point Notes are obligations solely of Beacon Point DC and are not guaranteed by the parent company, the tenant, or any of their respective subsidiaries or affiliates.
The indenture governing the Beacon Point Notes contains customary restrictive covenants and requires Beacon Point DC to maintain certain project accounts, including a debt service reserve account. Proceeds held in project accounts for construction and debt service are included in restricted cash and cash equivalents on the Company’s Unaudited Condensed Consolidated Balance Sheets.
As of June 30, 2026, the aggregate principal balance of the Beacon Point Notes was $
Other financial liability
In February 2025, a consolidated subsidiary of the Company entered into a simple agreement for future equity (“SAFE agreement”) for a purchase amount of $
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As of June 30, 2026, solely for the purposes of estimating the fair value of the SAFE agreement, the Company estimated an equity conversion probability of
| | | |
| | June 30, 2026 | |
Risk-free interest rate | | % | |
Credit spread | | | % |
The following table provides a summary of activity and change in fair value of the SAFE agreement (Level 3 liability):
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Balance, beginning of period | | $ | | | $ | | | $ | | | $ | — |
Additions | | | — | | | — | | | — | | | |
Change in fair value | | | | | | | | | | | | ( |
Balance, end of period | | $ | | | $ | | | $ | | | $ | |
Note 10. Derivatives
The following table presents the Company’s Unaudited Condensed Consolidated Balance Sheets classification of derivatives carried at fair value:
| | | | | | | | | | | | | |
(in USD thousands) | | | June 30, 2026 | | December 31, 2025 | ||||||||
Derivative | Balance Sheet Line | | Asset | | Liability | | Asset | | Liability | ||||
Derivatives not designated as hedging instruments: | | | | | | | | | | | | | |
Bitcoin redemption and put options | Derivative assets | | $ | | | $ | — | | $ | | | $ | — |
Warrant liability | Warrant liability | | | — | | | | | | — | | | |
Total derivatives | | | $ | | | $ | | | $ | | | $ | |
The following table presents the effect of derivatives on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income:
| | | | | | | | | | | | | |
| | | Three Months Ended | | Six Months Ended | ||||||||
(in USD thousands) | | | June 30, | | June 30, | ||||||||
Derivative | Statement of Operations Line | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Derivatives not designated as hedging instruments: | | | | | | | | | | | | | |
Bitcoin redemption and put options | Gain (loss) on derivatives | | $ | | | $ | ( | | $ | | | $ | ( |
Covered call options | Gain (loss) on derivatives | | | — | | | ( | | | — | | | |
Warrant liability | Gain on warrant liability | | | | | | — | | | | | | — |
Total derivatives | | | $ | | | $ | ( | | $ | | | $ | |
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Bitcoin redemption and put options
During December 2024, the Company pledged approximately
As part of the 2025 ABTC Bitmain Purchase Agreement, in August, September, and October 2025, American Bitcoin pledged Bitcoin with Bitmain in connection with a purchase of approximately
In February 2026, in connection with the 2026 ABTC Bitmain Purchase Agreement, American Bitcoin pledged approximately
The following table provides a summary of activity and change in fair value of the Company’s Bitcoin redemption and put options during the periods in which the instruments were classified within Level 3 of the fair value hierarchy. There was no Level 3 activity related to these instruments during the three and six months ended June 30, 2026, or the three months ended June 30, 2025.
| | | |
| | Six Months Ended | |
| | June 30, | |
(in USD thousands) | | 2025 | |
Balance, beginning of period | | $ | |
Transfer out of Level 3 (1) | | | ( |
Balance, end of period | | $ | — |
(1) | The Bitcoin redemption and put options were transferred out of Level 3 during the six months ended June 30, 2025 due to changes in the observability of inputs used in the valuation |
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Covered call options
As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives, from time to time, the Company has sold covered call options on Bitcoin to generate cash flow on a portion of its digital assets. In connection with these covered call options, the Company pledged Bitcoin as collateral with
Separated embedded derivative from the convertible note
In June 2024, as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives and Note 9. Loans, notes payable, and other financial liabilities, the Company issued a convertible note, the Coatue Note, with embedded derivatives and separated the Contingent Repurchase Right embedded derivative. The separated embedded derivative from the convertible note was separated from its debt host contract and was accounted for as a derivative liability carried at fair value in accordance with ASC 815. As noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement, the separated embedded derivative from the convertible note was a Level 3 liability. A significant unobservable input included in the fair value estimate of the separated embedded derivative from the convertible note was management’s estimate of the Contingent Repurchase Right’s probability of occurrence, which was remote as at inception and throughout the term of the convertible note. As such, the initial fair value of the separated embedded derivative from the convertible note was
Warrant liability
On March 31, 2025, a wholly owned subsidiary of the Company contributed substantially all of the Company’s ASIC miners to American Data Centers Inc. in exchange for an
On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and Historical ABTC, a majority owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “ABTC Merger Agreement”).
On September 3, 2025, in accordance with the terms of the ABTC Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the “First Merger”) as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the “First Merger Surviving Corporation”) and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “Second Merger” and, taken together with the First Merger, the “ABTC Merger”) as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed American Bitcoin Corp. (“American Bitcoin”) after the completion of the ABTC Merger (the “Closing”).
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In connection with the ABTC Merger, warrants to purchase Gryphon common stock (the “ABTC-Gryphon Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of American Bitcoin. The ABTC-Gryphon Warrants have an exercise price of $
In connection with the ABTC Merger, American Bitcoin assumed
The ABTC-Gryphon Warrants meet the definition of a derivative under ASC 815, and due to the terms of the warrants, are required to be liability classified. The ABTC-Gryphon Warrant liabilities are carried at fair value, and are Level 3 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements.
As of June 30, 2026, the Company estimated the fair value of the ABTC-Gryphon Warrant liability using the Black-Scholes pricing model with the following inputs:
| | | | |
| | | June 30, 2026 | |
Exercise price | | $ | | |
Expected price volatility | | | | % |
Risk-free interest rate | | | % | |
Expected term (in years) | | | | |
Dividend yield | | | — | % |
The following table provides a summary of activity and change in fair value of the ABTC-Gryphon warrant liability (Level 3 derivative liability), and there was no activity during the three and six months ended June 30, 2025:
| | | | | | |
| | Three Months Ended | | Six Months Ended | ||
(in USD thousands) | | June 30, 2026 | | June 30, 2026 | ||
Balance, beginning of period | | $ | | | $ | |
Change in fair value | | | ( | | | ( |
Balance, end of period | | $ | | | $ | |
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Note 11. Leases
The Company’s operating leases are for its offices and certain of its mining facilities and data centers. The Company’s subsidiaries previously had finance leases, which were primarily related to equipment used at its data centers and the power plant located in Iroquois Falls, Ontario under the Far North JV. As of December 31, 2025, the Company classified the right-of-use asset and lease liability related to the finance lease as assets and liabilities held for sale due to the Far North JV sale described in Note 3. Far North JV sale. The Company does not have any finance leases as of June 30, 2026.
The following table shows the right-of-use assets and lease liabilities as of June 30, 2026 and December 31, 2025:
| | | | | | |
| | June 30, | | December 31, | ||
(in USD thousands) | | 2026 | | 2025 | ||
Right-of-use assets: | | | | | | |
Operating leases | | $ | | | $ | |
Total right-of-use assets | | $ | | | $ | |
| | | | | | |
Lease liabilities: | | | | | | |
Operating leases | | $ | | | $ | |
Total lease liabilities | | $ | | | $ | |
The Company no longer has a finance lease as of June 30, 2026 due to the sale of the Far North JV as noted in Note 3. Far North JV sale.
The Company’s lease costs comprised the following:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Operating leases | | | | | | | | | | | | |
Operating lease cost | | $ | | | $ | | | $ | | | $ | |
Variable lease cost | | | | | | | | | | | | |
Operating lease expense | | | | | | | | | | | | |
Short-term lease expense | | | | | | | | | | | | |
Total operating lease expense | | | | | | | | | | | | |
Finance leases | | | | | | | | | | | | |
Amortization of financed assets | | | — | | | | | | — | | | |
Interest on lease obligations | | | — | | | | | | | | | |
Total finance lease expense | |
| — | |
| | |
| | |
| |
Total lease expense | | $ | | | $ | | | $ | | | $ | |
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The following table presents supplemental lease information:
| | | | | | | | |
| | Six Months Ended | | |||||
| | June 30, | | |||||
(in USD thousands) | | 2026 | | | 2025 | | ||
Operating cash outflows – operating leases | | $ | | | | $ | | |
Operating cash outflows – finance leases | | $ | | | | $ | | |
Financing cash outflows – finance leases | | $ | | | | $ | | |
| | | | | | | | |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | | | | $ | | |
| | | | | | | | |
| | As of | | |||||
| | June 30, | | | December 31, | | ||
| | 2026 | | | 2025 | | ||
Weighted-average remaining lease term – operating leases (in years) | | | | | | | ||
Weighted-average remaining lease term – finance leases (in years) | | | — | | | | | |
Weighted-average discount rate(1) – operating leases | |
| | % | |
| | % |
Weighted average discount rate – finance leases | |
| — | % | |
| | % |
(1) | The Company’s operating leases do not provide an implicit rate, therefore the Company uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease. |
The following table presents the Company’s future minimum operating lease payments as of June 30, 2026:
| | | |
| | Operating | |
(in USD thousands) | | Leases | |
Remainder of 2026 | | $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | | | |
Thereafter | | | |
Total undiscounted lease payments | |
| |
Less present value discount | |
| ( |
Present value of operating lease liabilities | | $ | |
As of June 30, 2026, there were
Note 12. Equity
Authorized shares
The Company’s certificate of incorporation, as amended, authorizes the issuance of up to
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Common stock
At-the-Market Offering and Stock Repurchase Programs
On December 4, 2024, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “2024 ATM”), allowing the Company to offer and sell up to $
On August 22, 2025, the Company established a $
Common stock warrants
In connection with the business combination of Hut 8 Mining Corp. (“Legacy Hut”) and U.S. Data Mining Group, Inc. (“USBTC”) on November 30, 2023 (the “Business Combination”), warrants to purchase Legacy Hut common shares outstanding immediately before the Business Combination were assumed by the Company. Post-Business Combination, the warrant holders are entitled to receive, upon exercise, in lieu of Legacy Hut common shares, shares of common stock of the Company at an exchange ratio of
The warrants assumed in the Business Combination expire on September 17, 2026.
Transactions involving the Company’s equity-classified warrants are summarized as follows:
| | | | | | | | |
| | | | Weighted average | | Weighted average | ||
| | Number of | | exercise price | | remaining contractual | ||
(in thousands, except share and per share amounts) | | shares | | (per share) | | life (in years) | ||
Outstanding as of December 31, 2025 | | | | $ | | | | |
Outstanding as of June 30, 2026 | | | | $ | | | | |
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American Bitcoin reverse stock split and non-controlling interest
On July 2, 2026, American Bitcoin effected a 1-for-15 reverse stock split of its issued and outstanding Class A and Class B common stock (the “ABTC Reverse Stock Split”). The ABTC Reverse Stock Split affected all American Bitcoin stockholders uniformly and did not alter any stockholder’s percentage ownership interest or proportionate voting power in American Bitcoin’s equity, except for de minimis changes as a result of the elimination of fractional shares.
During the six months ended June 30, 2025, Historical ABTC entered into a Common Stock Purchase Agreement (the “ABTC Purchase Agreement”) for a private placement (the “Private Placement”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the ABTC Purchase Agreement, Historical ABTC agreed to sell and issue to the Purchasers shares of its Class A common stock for gross proceeds of $
On September 3, 2025, American Bitcoin entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the “American Bitcoin 2025 ATM”), allowing American Bitcoin to offer and sell up to $
During the six months ended June 30, 2026, American Bitcoin issued shares of its Class A common stock to third parties, as disclosed above in this note, thereby reducing the Company’s ownership percentage in American Bitcoin. The Company continues to maintain control of American Bitcoin after these share issuances, and the issuances were accounted for as equity transactions under FASB ASC Topic 810, Consolidation (“ASC 810”). These share issuances by American Bitcoin are also accounted for under FASB ASC Topic 740, Income Taxes (“ASC 740”) by assessing the deferred tax consequences of the outside basis difference. The tax impact of the difference between the fair value of the consideration received and the amount by which the non-controlling interest is adjusted is recognized in equity. Accordingly, the Company recorded $
Far North JV non-controlling interest
As described in Note 3. Far North JV sale, the Company sold its ownership in the Far North JV on February 2, 2026. Immediately prior to the sale, (1) the non-controlling interest exercised
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The following table summarizes the effect of changes in ownership of American Bitcoin and the Far North JV on equity attributable to the Company for the periods presented:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net (loss) income attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
Additional paid-in capital: | | | | | | | | | | | | |
Increase in additional paid-in capital from the issuance of Class A common stock by Historical ABTC and or American Bitcoin, net of issuance costs | | | | | | | | | | | | |
Decrease in additional paid-in capital from the issuance of Class A common stock by American Bitcoin – restricted stock unit settlements | | | ( | | | — | | | ( | | | — |
Decrease in additional paid-in capital from deferred income tax on American Bitcoin – equity transactions | | | ( | | | — | | | ( | | | — |
Decrease in additional paid-in capital from the exercise of Penny Warrants issued by the Far North JV | | | — | | | — | | | ( | | | — |
Decrease in additional paid-in capital from the non-controlling interest acquisition prior to the sale of the Far North JV | | | — | | | — | | | ( | | | — |
Changes from net (loss) income attributable to Hut 8 Corp. and total effect of changes in ownership of American Bitcoin and the Far North JV on equity attributable to Hut 8 Corp. | | $ | ( | | $ | | | $ | ( | | $ | |
ABTC-Akerna Warrants
In connection with the ABTC Merger on September 3, 2025, warrants to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Common Warrants”) and warrants issued to underwriters to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “ABTC-Akerna Underwriter Warrants” and, collectively with the ABTC-Akerna Common Warrants, the “ABTC-Akerna Warrants”) outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, American Bitcoin Class A common stock, at an exchange ratio of
The ABTC-Akerna Common Warrants and ABTC-Akerna Underwriter Warrants assumed in the ABTC Merger expire on July 5, 2027 and June 29, 2027, respectively.
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Transactions involving the Company’s equity-classified ABTC-Akerna Warrants are summarized as follows:
| | | | | | | | |
| | | | Weighted average | | Weighted average | ||
| | Number of | | exercise price | | remaining contractual | ||
(in thousands, except share and per share amounts) | | shares | | (per share) | | life (in years) | ||
Outstanding as of December 31, 2025 | | | | $ | | | | |
Outstanding as of June 30, 2026 | | | | $ | | | | |
Subsidiary Penny Warrants
In 2025, the Far North JV, a former consolidated subsidiary of the Company, issued
The subsidiary Penny Warrants were issued in connection with finance lease payment deferral elections by a subsidiary of the Far North JV, and accordingly, the corresponding cost was capitalized to the associated right-of-use asset in connection with lease remeasurements. The weighted average issuance-date fair value of the subsidiary Penny Warrants was $
The subsidiary Penny Warrants were exercised in February 2026 in connection with the sale of the Far North JV; refer to Note 3. Far North JV sale for further information on the Far North JV sale.
Transactions involving the Company’s equity-classified subsidiary Penny Warrants are summarized as follows:
| | | | | | | | | | | |
| | Number of | | Weighted average | | Aggregate | | Weighted average | |||
| | shares of | | exercise price | | intrinsic | | remaining contractual | |||
(in USD thousands, except share and per share amounts) | | Far North JV | | (per share) | | value | | life (in years) | |||
Outstanding as of December 31, 2025 | | | | $ | (1) | | $ | | | | |
Exercised | | ( | | | (1) | | | | | | |
Outstanding as of June 30, 2026 | | | | $ | — | | $ | | | | — |
(1) | Represents little cash consideration of less than a penny per share. |
Accumulated other comprehensive loss
The changes in accumulated other comprehensive loss, net of tax, are as follows:
| | | | | | | | | |
| | December 31, | | Net | | June 30, | |||
(in USD thousands) | | 2025 | | Change | | 2026 | |||
Foreign currency translation adjustment loss | | $ | ( | | $ | ( | | $ | ( |
Total | | $ | ( | | $ | ( | | $ | ( |
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Note 13. Stock-based compensation
In connection with the Business Combination, the Company adopted the Hut 8 Corp. 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”), the Hut 8 Corp. Rollover Option Plan (the “2021 Plan”), and the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “2018 Plan”). Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses of the Company can be granted to employees, consultants, and directors of the Company and its affiliates. Cancelled and forfeited awards are returned to the 2023 Plan for future awards. During the quarter ended June 30, 2026, the Company’s stockholders approved an amendment to the 2023 Plan to increase the number of shares of common stock reserved and available for issuance under the 2023 Plan by
On March 16, 2021, USBTC established the USBTC 2021 Equity Incentive Plan. This plan allowed USBTC to award stock options, stock appreciation rights, restricted awards, and performance awards to employees, consultants, and directors of USBTC and its affiliates and cancelled and forfeited awards were returned to the plan for future awards. The 2021 Plan is identical to the USBTC 2021 Equity Incentive Plan except for conforming changes to account for the Business Combination.
The 2018 Plan was originally established by Legacy Hut on February 15, 2018 to allow Legacy Hut to award stock options and restricted share units to employees, consultants, service providers, and directors of Legacy Hut and its affiliates, as well as deferred share units to employees and directors of Legacy Hut.
In connection with the Business Combination, USBTC stock options outstanding immediately before the Business Combination were exchanged for
In connection with the Business Combination, equity awards outstanding under the 2018 Plan were amended such that (1) restricted share units and deferred share units were amended to settle in shares of the Company’s common stock under the 2018 Plan and (2) stock options were cancelled and reissued under the 2023 Plan, all at an exchange ratio of
As of June 30, 2026, restricted stock units, deferred stock units, performance stock units, and stock options have been granted under the 2023 Plan.
The Company’s stock-based compensation expense recognized during the three and six months ended June 30, 2026 and June 30, 2025 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income is as follows:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in USD thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Stock options | | $ | | | $ | | | $ | | | $ | |
Restricted stock units | | | | | | | | | | | | |
Performance stock units | | | | | | | | | | | | |
Total stock-based compensation expense recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation capitalized in property and equipment, net | | $ | | | $ | — | | $ | | | $ | — |
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Stock options
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model for stock option grants without any market-based vest conditions, and using a Monte Carlo simulation model for stock option grants with any market-based vest condition.
In March 2025, the Company granted
The market-based vest conditions of the stock options granted during March 2025 are considered “market conditions” under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), and as such, the Company used a Monte Carlo simulation model to determine the grant-date fair value of stock options with a market condition. The Monte Carlo simulation takes into account the probability that the market condition will be achieved based on predicted stock price paths of the Company in addition to the assumptions in the table below.
| | | |
| | Six Months Ended | |
| | June 30, | |
| | 2025 | |
Dividend yield | | — | % |
Expected price volatility | | | % |
Risk-free interest rate | | | % |
Expected term (in years) | | |
As of June 30, 2026, there were
A summary of stock options for the six months ended June 30, 2026 and June 30, 2025 is as follows:
| | | | | | | | | | |
| | | | | | | | Weighted | ||
| | | | Weighted average | | | | | average remaining | |
| | Number of | | exercise price | | Aggregate | | contractual life | ||
(in USD thousands, except share and per share amounts) | | shares | | (per share) | | intrinsic value | | (in years) | ||
Outstanding as of December 31, 2025 | | | | $ | | | $ | | | |
Exercised | | ( | | | | | | | | |
Forfeited, canceled, or expired | | ( | | | | | | | | |
Outstanding as of June 30, 2026 | | | | $ | | | $ | | | |
Vested and exercisable as of June 30, 2026 | | | | $ | | | $ | | | |
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| | | | | | | | | | |
| | | | | | | | Weighted | ||
| | | | Weighted average | | | | | average remaining | |
| | Number of | | exercise price | | Aggregate | | contractual life | ||
(in USD thousands, except share and per share amounts) | | shares | | (per share) | | intrinsic value | | (in years) | ||
Outstanding as of December 31, 2024 | | | | $ | | | $ | | | |
Granted | | | | | | | | | | |
Exercised | | ( | | | | | | | | |
Forfeited, canceled, or expired | | ( | | | | | | | | |
Outstanding as of June 30, 2025 | | | | $ | | | $ | | | |
Vested and exercisable as of June 30, 2025 | | | | $ | | | $ | | | |
The Company had approximately $
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
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 | | | | $ | | | $ | |
Granted | | | | | | | | |
Vested | | ( | | | | | | |
Forfeited | | ( | | | | | | |
Unvested as of June 30, 2026 | | | | $ | | | $ | |
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| | | | | | | | |
| | | | Weighted average | | | ||
| | Number of | | grant-date | | Aggregate | ||
(in USD thousands, except share and per share amounts) | | units | | fair value | | intrinsic value | ||
Unvested as of December 31, 2024 | | | | $ | | | $ | |
Granted | | | | | | | | |
Vested | | ( | | | | | | |
Forfeited | | ( | | | | | | |
Unvested as of June 30, 2025 | | | | $ | | | $ | |
The Company had approximately $
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 | | | | $ | | | $ | |
Vested and outstanding as of June 30, 2026 | | | | $ | | | $ | |
| | | | | | | | |
| | | | 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 | | | | $ | | | $ | |
Vested and outstanding as of June 30, 2025 | | | | $ | | | $ | |
There was
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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
In June 2025, the Company granted
During the six months ended June 30, 2026, the Company granted
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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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 | | | | $ | | | $ | |
Granted | | | | | | | | |
Forfeited | | ( | | | | | | |
Unvested as of June 30, 2026 | | | | $ | | | $ | |
| | | | | | | | |
| | | | 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 | | | | $ | | | $ | |
Granted | | | | | | | | |
Forfeited | | ( | | | | | | |
Unvested as of June 30, 2025 | | | | $ | | | $ | |
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 $
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,
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 | | | | | | | | |
Vested | | ( | | | | | | |
Unvested as of June 30, 2026 | | | | $ | | | $ | |
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As of June 30, 2026, unrecognized stock-based compensation expense related to the American Bitcoin restricted stock units was $
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) | | | | | | | | |
Restricted stock units | | | | | | | | |
Deferred stock units | | | | — | | | | — |
Performance stock units (2) | | | | | | | | |
Warrants | | | | | | | | |
Convertible note and separated embedded derivative from the convertible note | | — | | — | | — | | |
Total | | | | | | | | |
(1) |
(2) |
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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. | | $ | ( | | $ | | | $ | ( | | $ | |
Subsidiary Penny Warrant adjustment to net (loss) income attributable to Hut 8 Corp.(1) | | | — | | | | | | ( | | | |
Net (loss) income attributable to Hut 8 Corp. – basic | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Effect of dilutive shares on net (loss) income: | | | | | | | | | | | | |
Effect of convertible note and separated embedded derivative from the convertible note, net of tax | | | — | | | | | | — | | | — |
Effect of subsidiary warrant liability (ABTC-Gryphon Warrants) on net (loss) income attributable to Hut 8 Corp. – diluted (2) | | | ( | | | — | | | ( | | | — |
Net (loss) income attributable to Hut 8 Corp. – diluted | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic | | | | | | | | | | | | |
Dilutive impact of outstanding equity awards | | | — | | | | | | — | | | |
Dilutive impact of convertible note | | | — | | | | | | — | | | — |
Weighted average shares of common stock outstanding – diluted | | | | | | | | | | | | |
Net (loss) income per share of common stock: | | | | | | | | | | | | |
Basic attributable to Hut 8 Corp. (3) | | $ | ( | | $ | | | $ | ( | | $ | |
Diluted attributable to Hut 8 Corp.(4) | | $ | ( | | $ | | | $ | ( | | $ | |
(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 $
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For the six months ended June 30, 2026, the Company’s income tax benefit and effective tax rate were $
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,
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.
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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 $
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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) |
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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.
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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.
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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.
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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) |
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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.
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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.
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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
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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 OfferingSM 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. | |
| | |
| By: | /s/ Sean Glennan |
| | Sean Glennan Principal Financial Officer and Authorized Signatory |
| | |
| |
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