[8-K] Hut 8 Corp. Reports Material Event

Rhea-AI Filing Summary

Hut 8 Corp. reported an 8-K disclosing a Sales Agreement dated December 4, 2024 with a group of U.S. and Canadian agents under which the company may, at its option, offer and sell an indeterminate number of shares of its common stock, par value $0.01 per share. The filing also includes a legal opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the shares. The report is signed by the company’s Chief Legal Officer and Secretary on August 22, 2025.

Positive

• Established Sales Agreement with U.S. and Canadian agents provides a ready channel to raise equity capital
• Skadden legal opinion and consent included, confirming counsel rendered an opinion on the legality of the shares

Negative

• Indeterminate share quantity means potential dilution is unspecified and could affect existing shareholders
• No proceeds or issuance timing disclosed, leaving uncertainty about capital impact and use of funds

Insights

Capital Markets Attorney

Agreement permits flexible equity issuance through listed agents.

The Sales Agreement dated December 4, 2024 authorizes the company to offer and sell an indeterminate number of common shares, using a roster of U.S. and Canadian agents acting as agents and/or principals. The inclusion of a legal opinion and consent from Skadden confirms counsel reviewed the transaction’s legality as presented.

Key dependencies include the company’s decision to activate offerings and market conditions that would determine timing and scale; investors should note the agreement itself does not specify amounts or pricing. Monitor any future notices or prospectus supplements that disclose actual issuance size, timing, or proceeds.

Equity Capital Markets Analyst

Potential source of capital with dilution risk if shares are issued.

The arrangement with multiple underwriting/placement agents provides a ready channel to raise equity when the company elects to sell shares. Because the number of shares is described as indeterminate, the agreement preserves flexibility to the issuer but leaves the dilution magnitude unspecified.

Watch for future filings that state the number of shares sold and gross proceeds; near-term investor impact depends on issuance size relative to outstanding shares and timing of placements.

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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): August 22, 2025

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.)

1101 Brickell Avenue, Suite 1500, Miami, Florida	33131
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 224 6427

Check the appropriate box below if the Form 8-K 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		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 8.01. Other Events.

“At-the-Market” Equity Offering Program

As previously disclosed, on December 4, 2024, Hut 8 Corp., a Delaware corporation (the “Company”) entered into a Controlled Equity Offering^SM Sales Agreement, dated as of December 4, 2024 (the “Sales Agreement”) with each of Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC (the “U.S. Agents”) and Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. (the “Canadian Agents”, and together with the U.S. Agents, the “Agents”), pursuant to which the Company may, from time to time at its option to or through any of the U.S. Agents, acting as agent and/or principal, offer and sell an indeterminate number of shares of its common stock, par value $0.01 per share (the “Common Stock”).

On August 22, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) relating to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-283579), filed with the SEC on December 4, 2024 (the “Registration Statement”), under which the Company may offer and sell Common Stock having an aggregate offering price of up to $1,000,000,000 (the “Shares”) to or through the Agents pursuant to the Sales Agreement (the “Offering”). On December 4, 2024, we filed a prospectus supplement (the “2024 Prospectus Supplement”) with the SEC related to the Registration Statement to register shares of Common Stock having an aggregate offering price of up to $500,000,000 (the “Prior Offering”). As of August 22, 2025, shares of Common Stock having an aggregate offering price of $299,410,286.68 have been sold under the 2024 Prospectus Supplement. In connection with the Offering, the Prior Offering pursuant to the 2024 Prospectus Supplement is terminated as of August 22, 2025 and no additional shares of Common Stock will be offered or sold under the Sales Agreement pursuant to the 2024 Prospectus Supplement.

Sales of the Shares under the Sales Agreement may be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, or by any other method permitted by law. The Company may in the future make sales of the Shares under the Sales Agreement in Canada to or through the Canadian Agents, subject to certain terms and conditions set forth therein including the filing of a prospectus in each of the provinces and territories of Canada qualifying the Shares in “at-the-market” offerings under Canadian securities laws. Each Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices. The compensation payable to the Agents for sales of Shares pursuant to the Sales Agreement will be up to 3.0% of the gross proceeds for any Shares sold to or through them. The Sales Agreement may be terminated by the Company or the Agents in accordance with the terms therein.

The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which was previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 4, 2024, and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Shares.
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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.
Date: August 22, 2025
	By:	/s/ Victor Semah
		Name: Victor Semah
		Title: Chief Legal Officer and Secretary

FAQ

What did Hut 8 (HUT) disclose in the 8-K?

The company disclosed a Sales Agreement dated December 4, 2024 authorizing offers and sales of an indeterminate number of common shares (par $0.01), and included a legal opinion and consent from Skadden.

Who are the agents named in the Sales Agreement?

The filing lists several U.S. agents including Cantor Fitzgerald & Co. and others, plus Canadian agents such as Cantor Fitzgerald Canada Corporation and Canaccord Genuity Corp..

Does the 8-K state how many shares Hut 8 will sell?

No. The agreement authorizes an indeterminate number of shares; the filing does not disclose any specific issuance size, price, or timing.

Is there legal confirmation for the share issuance?

Yes. The filing includes an opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1 and Consent 23.1 regarding the legality of the shares.

When was the 8-K signed?

The document is signed by Victor Semah, Chief Legal Officer and Secretary, dated August 22, 2025.