Hut 8 Corp.

Previous wording

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 our 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.

Current wording

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.

Previous wording

Hut 8 is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. As of September 30, 2025, our platform spanned 1,020 megawatts of energy capacity under management across 15 sites in the United States and Canada: five Bitcoin mining, hosting, and managed Services sites in Alberta, New York, and Texas, five high performance computing data centers in British Columbia and Ontario, four power generation assets in Ontario, and one non-operational site in Alberta; 1,530 megawatts of energy under development across four sites in Louisiana, Texas, and Illinois; 1,255 megawatts of energy capacity under exclusivity; and 5,865 megawatts of energy capacity under diligence.

Current wording

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.

Previous wording

Access to energy is a key factor affecting our ability to meet growing demand for HPC, AI, and Bitcoin mining 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.

Current wording

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.

Previous wording

A key factor affecting our performance is our ability to expand into AI infrastructure services and other energy-intensive use cases. We are leveraging our existing development and operational expertise to develop high-density data centers that support GPU-based 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, secure and retain customers, manage capital efficiently, and compete effectively in emerging AI 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, management, and 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.

Current wording

A key factor affecting our performance is our ability to expand 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, 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.

Previous wording

Our business is heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. We hold a significant amount of Bitcoin in our strategic reserve and have also acquired, and may in the future acquire, additional Bitcoin through at-market purchases. Furthermore, American Bitcoin is a Bitcoin accumulation platform, and its results are consolidated in our financials. In addition, 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 the price of Bitcoin may significantly impact our results of operations.

Current wording

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 does not reflect changes in our core operating performance.

Previous wording

Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for Bitcoin mining. 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.

Current wording

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.

Previous wording

In addition to our financial results, financial measures under generally accepted accounting principles in the United States of America (“GAAP”) financial measures, and non-GAAP financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.

Current wording

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.

Previous wording

The following table presents our key performance indicators as of September 30, 2025 and 2024.

Current wording

The following table presents our key performance indicators for the three months ended March 31, 2026 and 2025.

Previous wording

Energy Capacity Under Diligence represents sites under active evaluation for large-scale, energy-intensive use cases such as Bitcoin mining, HPC, industrial applications, next-generation manufacturing, and other energy-intensive technologies. At this stage, we engage with utilities, landowners, and other stakeholders to assess critical factors including power availability, infrastructure readiness, fiber connectivity, and overall commercial viability. This metric allows management to better understand our potential opportunities, allowing us to remain selective in our investment decisions while positioning us to respond to market demand signals and emerging opportunities. Energy Capacity Under Diligence as of September 30, 2025 was 5,865 MW compared to 5,553 MW as of September 30, 2024.

Current wording

Energy Capacity Under Diligence represents sites 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 assess site 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. This metric allows management to better understand our potential opportunities, allowing us to remain selective in our investment decisions while positioning us to respond to market demand signals and emerging opportunities. Energy Capacity Under Diligence as of March 31, 2026, was 4,345 MW compared to 7,890 MW as of March 31, 2025. The net decrease reflects both 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.

Previous wording

Energy Capacity Under Exclusivity represents sites where we have secured a clear path to ownership through either: (i) an exclusivity agreement restricting the sale or use of designated power and/or land capacity by other parties; or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment. Management monitors Energy Capacity Under Exclusivity to evaluate potential near-term opportunities prior to making additional investment commitments. Energy Capacity Under Exclusivity as of September 30, 2025 was 1,255 MW compared to 1,458 MW as of September 30, 2024.

Current wording

Energy Capacity Under Exclusivity represents sites wherewe have secured a clear path to ownership through either: (i) an exclusivity agreement that prevents the sale of designated land and power capacity to another party or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment. Management monitors Energy Capacity Under Exclusivity to evaluate potential near-term opportunities prior to making additional investment commitments. Energy Capacity Under Exclusivity as of March 31, 2026 was 1,500 MW compared to 2,613 MW as of March 31, 2025. The net decrease reflects both 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.

Previous wording

Energy Capacity Under Development represents sites where we are actively investing in development and commercialization by executing definitive land and/or power agreements, progressing infrastructure design and buildout, and engaging with prospective customers. This phase is monitored by management as it represents the projects that are closest to commencing construction. Energy Capacity Under Development as of September 30, 2025 was 1,530 MW compared to 205 MW as of September 30, 2024. The increase was driven by an increase of 1,325 MW in capacity advancing from exclusivity to development, including 300 MW from our River Bend site, partially offset by 205 MW of energy capacity at our Vega site. Our Vega site advanced from development to the management phase upon energization during the second quarter of 2025.

Current wording

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. This phase is monitored by management as it represents the projects that are closest to commencing construction. Energy Capacity Under Development as of March 31, 2026 was 1,230 MW compared to 0 MW as of March 31, 2025. The growth was driven by an increase of 1,230 MW in capacity advancing from exclusivity to development, including two sites in Texas totaling 1,180 MW, and one 50 MW site in Illinois.

Previous wording

Energy Capacity Under Management comprises all Power assets: Power Generation, Managed Services, ASIC Colocation, CPU Colocation, Bitcoin Mining, Data Center Cloud, and non-operational sites. Management reviews this metric to assess total energy capacity utilization across our operations to drive an efficient allocation of resources. Energy Capacity Under Management as of September 30, 2025 was 1,020 MW compared to 1,117 MW as of September 30, 2024. The decrease was due to the termination of our Managed Services contract with Ionic for five sites that consisted of 302 MW partially offset by the energization of our 205 MW Vega site.

Current wording

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. Management uses this metric to assess total energy capacity utilization across our operations and to support efficient resource allocation. Energy Capacity Under Management was 710 MW as of March 31, 2026, compared to 815 MW as of March 31, 2025. The decrease was primarily driven by the divesture of the Far North JV in February 2026, which consisted of four power generation assets in Ontario totaling approximately 310 MW, partially offset by the energization of our 205 MW Vega site in June 2025.

Previous wording

In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income, adjusted for impacts of interest expense, income tax provision, depreciation and amortization, gain on debt extinguishment, our share of unconsolidated joint venture depreciation and amortization, net of basis adjustments, foreign exchange gain or loss, gain or loss on sale of property and equipment, gain on derivatives, gain or loss on other financial liability, gain on warrant liability, the removal of non-recurring transactions, asset contribution costs, loss from discontinued operations, net of taxes, income or loss attributable to non-controlling interests, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis.

Current wording

In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss, adjusted for impacts of interest expense, income tax benefit, depreciation and amortization, our share of unconsolidated joint venture depreciation and amortization, foreign exchange loss or gain, loss on sale of property and equipment, gain on derivatives, loss or gain on other financial liability, gain on warrant liability, gain on sale of Far North JV, net of transaction costs, the removal of non-recurring transactions, asset contribution costs, loss attributable to non-controlling interests, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis.

Previous wording

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. 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.

Current wording

Net loss is the GAAP measure most directly comparable to Adjusted EBITDA. 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.

Previous wording

We generate revenue from our 80.1% interest in a joint venture with Macquarie Group Limited (“Macquarie”), a global financial services and infrastructure investment firm, which provides capacity and energy to the electrical grid through four natural gas power plants in Ontario, Canada (the “Far North JV”). The power generation facilities were acquired in February 2024 and are connected to the Independent Electricity System Operator (“IESO”), which operates Ontario’s power grid. The power generation assets primarily generate revenue from capacity payments and electricity sales, both of which are variable and depend on several factors, including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas.

Current wording

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 80.1% interest in the Far North JV, which acquired the four natural gas power plants in Ontario, Canada in February 2024. 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.

Previous wording

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 the other services for American Bitcoin’s mining operations 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.

Current wording

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.

Previous wording

Under our ASIC Colocation 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 Colocation 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.

Current wording

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.

Previous wording

Starting April 1, 2025, we began operating as the exclusive provider of ASIC colocation services to American Bitcoin via the execution of a Master Colocation Services Agreement (“CSA”). Under the CSA, we provide ASIC colocation 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.

Current wording

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.

Previous wording

During 2024, we entered into an ASIC Colocation contract with Bitmain Technologies Georgia Limited (“Bitmain”) to host miners at our Vega site. The agreement featured a fixed hosting fee with an option for us to purchase all or a portion of the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranches. We completed energization of the miners during June and July 2025. In August 2025, pursuant to our Put Option Agreement with American Bitcoin entered into on March 31, 2025 (the “Put Option Agreement”), we assigned our option to purchase the hosted machines to American Bitcoin. In August 2025, American Bitcoin exercised this option to purchase all of the Bitmain miners hosted at the Vega site, where we then began to provide ASIC colocation services to American Bitcoin under the CSA.

Current wording

During 2024, we entered into an ASIC colocation contract with Bitmain Technologies Georgia Limited (“Bitmain”) to host miners at our Vega site. The agreement featured a fixed hosting fee with an option for us to purchase all or a portion of the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranches. We completed energization of the miners during June and July 2025. In August 2025, pursuant to our Put Option Agreement with American Bitcoin entered into on March 31, 2025 (the “Put Option Agreement”), we assigned our option to purchase the hosted machines to American Bitcoin. In August 2025, American Bitcoin exercised this option to purchase all of the Bitmain miners hosted at the Vega site, where we then began to provide ASIC infrastructure services to American Bitcoin under the CSA.

Previous wording

Our CPU Colocation business spans five locations in Canada (Mississauga, Ontario; Vaughan, Ontario; Kelowna, British Columbia; and two locations in Vancouver, British Columbia) with a total energy capacity of 3 MW and more than 36,000 square feet of geo-diverse data center space powered by predominantly emission-free energy sources. Our infrastructure is designed to support a variety of compute, storage, and network workloads across traditional enterprise, B2B, machine learning, visual effects, and AI. This segment serves computing needs unrelated to Bitcoin Mining. These data centers are geo-diverse and carrier neutral with network diversity and redundancy from multiple telecommunications providers.

Current wording

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.

Previous wording

Our CPU Colocation business is based on a fixed-fee model. Customers pay a fixed recurring monthly fee based on a set amount of resources assigned.

Current wording

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.

Previous wording

During February and March 2025, our mining activity was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. The fleet upgrade resulted in higher efficiency Antminer S21+ miners at our Salt Creek and Medicine Hat sites, which improved Bitcoin Mining operations.

Current wording

During February and March 2025, our mining activity was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. The fleet upgrade resulted in higher efficiency Antminer S21+ miners at our Salt Creek and Medicine Hat sites, which improved ASIC Compute operations.

Previous wording

On March 31, 2025, we launched American Bitcoin. Beginning April 1, 2025, Bitcoin Mining operations previously reported under our Compute segment remain under this segment but operate generally through our majority-owned subsidiary, American Bitcoin.

Current wording

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.

Previous wording

Concurrently with the execution of the 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. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million we previously paid to Bitmain and which American Bitcoin has agreed to repay us on or prior to December 31, 2025. 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. In October 2025, American Bitcoin pledged additional Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the $46.0 million comprising of the deposit and certain expenses to us satisfying American Bitcoin’s repayment obligation. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of approximately 24 months from each pledge date.

Current wording

On August 5, 2025, American Bitcoin entered into an On-Rack Sales and Purchase Agreement (the “2025 ABTC Bitmain Purchase Agreement”) with 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.

Previous wording

Our Data Center 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.

Current wording

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.

Previous wording

Our GPU 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 payments made by the provider to us based on fixed infrastructure payments and a revenue share tied to GPU utilization.

Current wording

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.

Previous wording

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 a fee, as we have a fully equipped, MicroBT-certified repair center space at our Medicine Hat site.

Current wording

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 a fees, as we have a fully equipped, MicroBT-certified repair center space at our Medicine Hat site.

Previous wording

Total cost of revenue was $32.3 million and $17.6 million for the three months ended September 30, 2025 and 2024, respectively, and consisted of Power, Digital Infrastructure, and Compute.

Current wording

Total cost of revenue was $25.5 million and $18.7 million for the three months ended March 31, 2026 and 2025, respectively, and consisted of Power, Digital Infrastructure, and Compute.

Previous wording

Digital Infrastructure cost of revenue was $3.8 million and $3.7 million for the three months ended September 30, 2025 and 2024, respectively. This $0.1 million increase was primarily driven by a $0.1 million increase in the cost of revenue related to CPU Colocation operations due to higher electricity and connectivity costs.

Current wording

Digital Infrastructure cost of revenue was $1.5 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The cost of revenue was consistent.

Previous wording

General and administrative (“G&A”) expenses were $25.9 million and $16.2 million for the three months ended September 30, 2025 and 2024, respectively. The $9.7 million increase in G&A expenses was primarily driven by: (i) a $2.6 million increase in marketing, office, and travel costs primarily due to an increase in American Bitcoin-related costs, (ii) a $2.6 million increase in transaction costs related to ABTC Merger, (iii) a $1.8 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth plan, (iv) a $1.4 million increase in share based payments, and (v) a $1.1 million increase in salary and benefits due to added headcount to support our growth initiatives.

Current wording

General and administrative expenses were $81.7 million and $21.1 million for thethree months ended March 31, 2026 and 2025, respectively. This $60.6 million increase was primarily driven by (i) a $47.1 million increase in share based payments related expense, (ii) a $7.0 million increase in salary and benefit expenses due to added headcount to support our growth initiatives,(iii) a $4.2 million increase in professional fees primarily due to legal and tax expenses incurred to support the execution of our growth plan, and (iv) a $1.9 million increase in insurance expenses primarily due to the increase in our asset base. These increases were partially offset by a $1.3 million decrease in transaction costs related to the merger between Gryphon Digital Mining, Inc. and American Bitcoin, which closed in September 2025.

Previous wording

Other expense was $32.7 million for the nine months ended September 30, 2025, compared to other income of $13.1 million for the nine months ended September 30, 2024. The decrease of $45.8 million was primarily driven by (i) a $4.3 million increase in interest expense due to an increase in the amount of average borrowing in 2025, (ii) a $22.8 million in asset contribution costs related to non-controlling interest portion of American Bitcoin, (iii) a $6.0 million decrease in gain on debt extinguishment, (iv) a $12.3 million decrease in gains on derivatives related to our Bitcoin redemption option and call options, and (v) a $3.8 million decrease in equity in earnings of King Mountain JV due to the impact of the halving event in April 2024 on Bitcoin Mining revenue. This was partially offset by (i) a $2.6 million gain in foreign exchange, and (ii) a $0.7 million gain on other financial liability.

Current wording

Other income was $68.3 million for the three* months ended March 31, 2026, compared to other expense of $6.9 million for the three *months ended March 31, 2025. This $75.2 million increase was primarily driven by (i) a $33.6 million gain related to the sale of Far North Power Corp, (ii) 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, (iii) a $20.0 million increase in the gains on derivatives due to an increase in pledged Bitcoin for miner purchases at American Bitcoin, (iv) a $5.1 million increase in equity in earnings of unconsolidated joint venture. These gains were partially offset by (i) a $2.7 million increase in foreign exchange loss, (ii) a $1.8 million increase in interest expense due to higher average outstanding debt, and (iii) a $1.8 million decrease in gain on other financial liability.

Previous wording

Our income tax provision was $19.0 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively. This $18.5 million increase was primarily due to an increase in deferred taxes related to the gain on digital assets for the three months ended September 30, 2025.

Current wording

Our income tax benefit was $48.9 million and $20.2 million for the three months ended March 31, 2026 and 2025, respectively. This $28.7 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 March 31, 2025.

Previous wording

The King Mountain JV is a 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.

Current wording

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.

Previous wording

As of September 30, 2025, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 67,200 miners (about 7.8 EH/s) for a single hosting customer at its wholly-owned King Mountain site, which has a total capacity of 280 MW.

Current wording

As of March 31, 2026, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 52,159 miners (about 11.22 EH/s) for a single hosting customer at its King Mountain site, which has a total capacity of 280 MW.

Previous wording

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 10.Investment in unconsolidated joint venture and Note 11.Loans, notes payable, and other financial liabilities to the consolidated financial statements found elsewhere in this Quarterly Report for additional information on the King Mountain JV and TZRC Secured Promissory Note.

Current wording

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 liabilitiesto 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.

Previous wording

Below are the condensed consolidated income statements for the King Mountain JV for the three and nine months ended September 30, 2025 and 2024:

Current wording

Below are the condensed consolidated income statements for the King Mountain JV for the three* *months ended March 31, 2026 and March 31, 2025.

Previous wording

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. For reference, our average share price from commencement of the 2024 ATM until August 22, 2025 was $18.61 per share. As of September 30, 2025, we issued and sold 635,659 shares under the 2025 ATM for gross proceeds of $22.9 million at a weighted average issuance price of $35.97 per share. For reference, our average share price from commencement of the 2025 ATM through September 30, 2025 was $31.04 per share.

Current wording

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 March 31, 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.

Previous wording

On September 3, 2025, American Bitcoin established a $2.1 billion at-the-market equity program (the “American Bitcoin 2025 ATM”). As of September 30, 2025, American Bitcoin issued and sold 11,017,341 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $90.0 million at a weighted average issuance price per share of $8.17.

Current wording

On September 3, 2025, American Bitcoin established a $2.1 billion at-the-market equity program (the “American Bitcoin 2025 ATM”). As of March 31, 2026, American Bitcoin issued and sold 149,553,691 sharesof Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $351.5 million at a weighted average issuance price per share of $2.35.

Previous wording

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, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings.

Current wording

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.

Previous wording

Net cash used in operating activities was $81.9 million and $46.9 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities for the nine months ended September 30, 2025 resulted from net income and related adjustments of $62.1 million in addition to unfavorable changes in working capital of $19.8 million. Net cash used in operating activities for the nine months ended September 30, 2024 resulting from net income and related adjustments of $27.9 million and unfavorable changes in working capital of $19.0 million.

Current wording

Net cash used in operating activities was $27.2 million for the three* months ended March 31, 2026, resulting from a net loss of $253.1 million, offset by the deduction of non-cash adjustments of $204.2 million and favorable changes in assets and liabilities of $21.7 million. Net cash used in operating activities was $33.8 million for the three *months ended March 31, 2025, resulting from net loss of $134.3 million, offset by non-cash adjustments of $107.8 million and unfavorable changes in assets and liabilities of $7.3 million.