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0001964789
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2026-09-24
2026-09-24
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2026
Hut
8 Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41864 |
|
92-2056803 |
(State
or other Jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 777 Brickell Avenue, Suite 200, Miami, Florida |
|
33131 |
| (Address of Principal Executive Offices) |
|
(Zip
Code) |
(305) 224-6427
(Registrant’s Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Common Stock, par value $0.01 per share |
|
HUT |
|
The Nasdaq
Stock Market LLC |
| |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
On September 24, 2026 (the “Closing Date”), Hut 8
Corp. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), among the Company, as borrower,
each issuing bank and the lenders party thereto from time to time (the “Lenders”) and JPMorgan Chase Bank, N.A. as administrative
agent and collateral agent.
The Credit Agreement provides for a senior secured revolving credit
facility in an aggregate principal amount of up to $1,070.0 million outstanding at any time, including a $1,070.0 million letter of credit
sublimit.
Loans under the Credit Agreement may be borrowed, repaid and reborrowed
from time to time until the fourth anniversary of the Closing Date. The proceeds of borrowings under the Credit Agreement may be used
for general corporate purposes and working capital needs. As of the Closing Date, no amounts were outstanding under the Credit Agreement.
Borrowings under the Credit Agreement bear interest at a rate per annum
equal to, at the Company’s option, (i) Adjusted Term SOFR (subject to a 0.00% floor) plus an applicable margin ranging from
1.50% to 2.00%, or (ii) an alternate base rate plus an applicable margin ranging from 0.50% to 1.00%, in each case by reference to
the Company’s Consolidated Total Debt to Market Capitalization Ratio (as defined in the Credit Agreement). Initially, the applicable
margin will be 1.750% per annum for Term SOFR loans and 0.750% per annum for ABR loans.
The obligations under the Credit Agreement are guaranteed by certain
of the Company’s restricted subsidiaries that are or become a loan party. The obligations under the Credit Agreement and the guarantees
are secured by a first-priority lien on substantially all of the assets of the Company and the guarantors, subject to certain exclusions.
The Credit Agreement contains customary representations, warranties
and affirmative and negative covenants that are typical for facilities and transactions of this type and nature, including, among other
things, covenants that restrict the Company and its restricted subsidiaries’ ability to incur additional indebtedness, create liens,
engage in mergers and fundamental changes, engage in transactions with affiliates or dispose of assets. These covenants are subject to
a number of qualifications and limitations set forth in the Credit Agreement.
The Credit Agreement requires the Company to maintain minimum liquidity
as of the last day of each fiscal quarter beginning with the fiscal quarter ending March 31, 2027 of not less than (i) prior
to the Stabilization Date (as defined in the Credit Agreement), 40% of the aggregate commitments under the Credit Agreement (without giving
effect to any deduction for outstanding loans and outstanding letters of credit as of such date), or (ii) after the Stabilization
Date, 25% of the aggregate commitments under the Credit Agreement (without giving effect to any deduction for outstanding loans and outstanding
letters of credit as of such date). The Credit Agreement also contains equity cure rights with respect to the minimum liquidity covenant,
subject to certain terms and conditions.
The Credit Agreement provides for customary events of default, including,
but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events
of bankruptcy or insolvency involving the Company and certain of its material subsidiaries.
The foregoing summary description of the Credit Agreement is qualified
in its entirety by reference to the copy of the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 28, 2026, the Company issued
a press release announcing that it entered into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference
into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date,
regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Credit Agreement, dated as of September 24, 2026, among Hut 8 Corp., as borrower, each issuing bank and lender party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. |
| 99.1 |
|
Press release, dated September 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
Hut 8 Corp. |
| |
|
| Dated: September 28, 2026 |
By: |
/s/ Victor Semah |
| |
Name: |
Victor Semah |
| |
Title: |
Chief Legal Officer |
Exhibit 99.1
Hut 8 Expands Corporate Liquidity with $1.07 Billion Senior Secured
Revolving Credit Facility
Committed bank liquidity expands funding capacity across the development
lifecycle
MIAMI, September 28, 2026 – Hut 8 Corp. (Nasdaq,
TSX: HUT) (“Hut 8” or the “Company”), an energy infrastructure platform integrating power, digital infrastructure,
and compute at scale to fuel next-generation, energy-intensive technologies, today announced the closing of a $1.07 billion four-year
senior secured revolving credit facility (the “Facility”).
The Facility strengthens Hut 8’s parent-level liquidity and broadens
access to capital as the Company continues to pursue an investment-grade corporate profile. The financing builds on Hut 8’s track
record of disciplined capital markets execution, including $7.5 billion of fully amortizing, non-recourse investment-grade project financing
to fund development and construction at its River Bend and Beacon Point AI data center campuses.
Facility Highlights
| · | Provides immediate access to non-dilutive capital: The Facility provides
committed capital at a drawn margin ranging from SOFR plus 150 to 200 basis points based on the Company’s consolidated total debt-to-market-capitalization
ratio, with an initial margin of SOFR plus 175 basis points at closing. Subject to customary conditions, borrowings can be drawn as needed
and repaid without prepayment penalties. |
| · | Preserves financing flexibility: Committed liquidity for interim working
capital needs allows Hut 8 to optimize the timing and structure of long-term financing. |
| · | Improves capital efficiency across the project lifecycle: The Facility’s
$1.07 billion letter-of-credit sublimit supports collateral requirements associated with site development, including interconnection deposits
and obligations to utilities and equipment vendors, reducing the need to post cash collateral. |
Sean Glennan, CFO of Hut 8,
said: “We are building a capital structure designed to scale with the business while giving us control over when, where, and how
we deploy capital, flexibility that matters given the speed and capital intensity of AI infrastructure development. This Facility adds
more than $1 billion of committed, non-dilutive bank liquidity at the parent level, giving us the ability to fund projects through development
while we determine the optimal timing and structure for long-term, non-recourse financing as they de-risk. That approach helps us optimize
our cost of capital, limit dilution, and continue building toward an investment-grade corporate profile.”
J.P. Morgan acted as Lead Left Arranger
and Bookrunner and serves as Administrative Agent. Citi, Goldman Sachs and Morgan Stanley served as Joint Lead Arrangers and Joint Bookrunners.
The Facility was provided by a syndicate of 12 lenders.
About Hut 8
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. For more information, visit hut8.com.
Cautionary Note Regarding Forward-Looking Information
This press release includes “forward-looking information”
and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws, respectively
(collectively, “forward-looking information”). All information, other than statements of historical facts, included in this
press release that address activities, events, or developments that the Company expects or anticipates will or may occur in the future,
including statements relating to the anticipated use of proceeds from the Facility, the expected benefits of the Company’s
financing model, the Company’s pursuit of a corporate investment-grade profile, the Company’s development pipeline, and
the Company’s future business strategy, competitive strengths, expansion, and growth of the business and operations more generally,
and other such matters is forward-looking information. Forward-looking information is often identified by the words “may,”
“would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “allow,”
“believe,” “estimate,” “expect,” “predict,” “can,” “might,” “potential,”
“is designed to,” “likely,” or similar expressions.
Statements containing forward-looking information are not
historical facts, but instead represent management’s expectations, estimates, and projections regarding future events
based on certain material factors and assumptions at the time the statement was made. While considered reasonable by Hut 8 as of the date
of this press release, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such
forward-looking information, including, but not limited to, risks relating to the construction of new data centers, including cost
overruns, delays, supply chain issues, permitting or regulatory hurdles, unexpected technical challenges, and dependency on contractors; risks
relating to the financing of new data centers, including the potential dilutive impact of equity issuances (if any), access to capital
markets, timing and cost of financing, and market conditions such as increases in interest rates, declining equity valuations,
volatility in credit markets, or tightening lending standards; risks impacting our ability to expand the power capacity at the River
Bend campus, such as limitations of transmission and/or generation resources; failure of critical systems; geopolitical, social,
economic, and other events and circumstances; competition from current and future competitors; risks related to power requirements; cybersecurity
threats and breaches; hazards and operational risks; changes in leasing arrangements; internet-related disruptions; dependence on key
personnel; having a limited operating history; attracting and retaining customers; entering into new offerings or lines of business; price
fluctuations and rapidly changing technologies; predicting facility requirements; strategic alliances or joint ventures; operating and
expanding internationally; hedging transactions; potential liquidity constraints; legal, regulatory, governmental, and technological uncertainties;
physical risks related to climate change; involvement in legal proceedings; trading volatility; and other risks described from time to
time in Company’s filings with the U.S. Securities and Exchange Commission. In particular, see the Company’s recent
and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR
profile at sec.gov and SEDAR+ profile at sedarplus.ca. Information in this press release is as of the dates and time periods indicated
herein, and the Company does not undertake to update any of the information contained in these materials, except as required by law.
Contacts
Hut 8 Investor Relations
ir@hut8.com
Hut 8 Public Relations
media@hut8.com
