Hut 8 Corp.

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(in USD thousands, except share and per share data)

Condensed Consolidated Statements of Operations and Comprehensive (Loss**) Income**

Condensed Consolidated Statements of Equity

Six Months Ended June 30, 2025

Condensed Consolidated Statements of Equity

Six Months Ended June 30, 2026

Condensed Consolidated Statements of Cash Flows

(Unaudited, in USD thousands)

Condensed Consolidated Statements of Cash Flows

(Unaudited, in USD thousands)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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.

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.

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 inRestricted cash and cash equivalents below. The Company hadno cash equivalents as of December 31, 2025. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. To date, the Company has not experienced any losses on these deposits.

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.

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:

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.

SeeDerivativesbelow 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.

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, seeOther 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. SeeWarrant 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 wasno separated embedded derivative from the convertible note outstanding as of June 30, 2026. See Note 10.Derivatives, for further details.

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 hadnil impairment from its operations related to its non-financial assets and liabilities measured on a non-recurring basis during the three and six months ended June 30, 2026 and 2025, respectively. See theImpairment of long-lived assets andGoodwill accounting policies in Note 2 of the Company’s Consolidated Financial Statements for the year ended December 31, 2025 for additional information.

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. SeeDerivatives below for a description of the Company’s derivative instrument accounting policy and Note 9.Loans, notes payable, and other financial liabilitiesfor additional disclosures on the Company’s loans, notes payable, and other financial liabilities.

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 wasno separated embedded derivative from the convertible note outstanding as of June 30, 2026.

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 46.37% ownership by third parties in American Bitcoin (as defined below). For more details, refer toAmerican Bitcoin reverse stock split and non-controlling interestsection in Note 12.Equity. Previously, there was a non-controlling interest in the Company’s formerly consolidated subsidiary, Far North Power Corp. (the “Far North JV”), prior to its sale. For more details, refer to Note 3.Far North JV sale.

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 100% of the Far North JV which owned and operated a 310-megawatt portfolio offour natural gas-fired power plants in Ontario. TransAlta paid cash consideration in Canadian Dollars (C$), and the total amount paid at closing was $75.4 million (C$105.1 million). Pursuant to the Far North SPA, immediately prior to the sale of the Far North JV to TransAlta, (1) the non-controlling interest exercised 2,000,000 Penny Warrants of the Far North JV, (2) the Company acquired the non-controlling interest in the Far North JV for $10.0 million (C$13.9 million), (3) the Company received $7.4 million (C$10.4 million) for the repayment of indebtedness owed by the Far North JV to the Company, and (4) $27.9 million (C$38.9 million) was paid to the finance lease lessor to buy out the finance lease at the Far North JV’s Iroquois Falls, Ontario power plant. In June 2026, the Company finalized the working capital adjustment related to the sale of the Far North JV and, as a result, received $1.1 million (C$1.6 million) in cash and recognized a corresponding increase in the gain on sale.

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:

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.

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.

The following table presents summarized information for revenue by geographic area:

The following table presents summarized information for long-lived assets by geographic area:

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:

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:

In November 2024, the Company entered into a Purchase Agreement with Bitmain to purchase approximately 30,000 Bitmain Antminer S21+ ASIC miners (as amended, the “Bitmain Purchase Agreement”). In December 2024, in connection with the Bitmain Purchase Agreement, the Company completed its Bitcoin pledge by depositing 968 Bitcoin into a segregated wallet with Bitmain, which was originally subject to a three-month redemption right from the shipment date of the purchased ASIC miners, whereby the Company had the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. If the Company did not exercise this right within the redemption period, Bitmain would retain full ownership of the pledged Bitcoin as consideration for the purchased ASIC miners. During 2025, the Company amended the redemption period’s end date multiple times: first, the redemption period was amended to end during the quarter ended September 30, 2025, second, the redemption period was further amended to end during the quarter ended December 31, 2025, and third, the redemption period was further amended to end in January 2026. In January 2026, the Company elected not to exercise the option to redeem the pledged Bitcoin, and accordingly, the right to redeem expired.

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 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 exahash per second (“EH/s”), to American Bitcoin. American Bitcoin exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “2025 ABTC Bitmain Purchase Agreement”) with Bitmain to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties or similar charges.

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 $314.0 million, paid through the pledge of 2,234 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 previously paid to Bitmain. In September 2025, American Bitcoin purchased the remaining 981 Bitmain Miners for a total purchase price of $18.9 million, paid through the pledge of 151 Bitcoin at a mutually agreed upon fixed price, net of certain hosting credits. In October 2025, American Bitcoin pledged an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $46.0 million comprising the deposit and certain expenses. The Bitcoin pledged under the 2025 ABTC Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date.

In February 2026, American Bitcoin entered into a Future Sales and Purchase Agreement (the “2026 ABTC Bitmain Purchase Agreement”) with Bitmain to purchase approximately 11,298 S21 XP ASIC miners for a total purchase price of approximately $49.4 million. The agreement required an initial payment equal to 80% of the total purchase price, which was paid through the pledge of 314 Bitcoin at a mutually agreed upon fixed price, with the remaining 20% due one year following the shipment date of the S21 XP ASIC miners. The remaining 20% is to be paid through cash, Bitcoin pledged at a mutually agreed upon floor price, or a combination of both. The Bitcoin pledged under the 2026 ABTC Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date. American Bitcoin may elect to extend the pledge period for an additional twelve months.

As of June 30, 2026, the Company had pledged 3,090 Bitcoin to Bitmain, with a fair value of $184.9 million, which was classified asDigital assets – pledged for miner purchase on the Company’s Unaudited Condensed Consolidated Balance Sheets. A corresponding liability of $371.7 million was recorded asMiner purchase liability, reflecting the Company’s obligation to either redeem the pledged Bitcoin for cash or apply the pledged Bitcoin toward the purchase of ASIC miners at the end of each respective redemption period. All of the Bitcoin pledged to Bitmain as of June 30, 2026, were pledged by American Bitcoin.

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 asDigital 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 $23.2 million during the six months ended June 30, 2026. See Note 10.Derivatives for further information on these derivative assets.

Investment Tokens

During 2025, the Company purchased 100 million World Liberty Financial, Inc. tokens (“Investment Tokens”) at $0.25 per token for total cash consideration of $25.0 million pursuant to a Token Purchase Agreement (“TPA”) with World Liberty Financial, Inc. (“WLFI”). The Company’s Investment Tokens are subject to an indefinite lockup, with a minimum of twelve months from purchase date. Future unlocks are subject to the Investment Tokens’ protocol governance procedures and may be subject to WLFI’s discretion.

There wereno Investment Tokens held as of June 30, 2025. The following table presents the changes in the carrying amount of the Investment Tokens 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:

Note 6. Property and equipment, net

The components of property and equipment were as follows:

Depreciation and amortization expense related to property and equipment was $38.8 million and $18.6 million for the three months ended June 30, 2026 and June 30, 2025, respectively.

Depreciation and amortization expense related to property and equipment was $76.4 million and $32.6 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

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).

Note 7. Deposits and prepaid expenses

The components of deposits and prepaid expenses are as follows:

Note 8. Investment in unconsolidated joint venture

On November 25, 2022, the Company entered into an agreement to acquire a 50% membership interest in TZRC LLC (“TZRC”), an early-stage operator of vertically integrated digital asset mining and power facilities (the “Acquired Interests”). The transaction closed on December 6, 2022.

The consideration paid by the Company for the acquisition of the Acquired Interests consisted of $10.0 million of cash and the assumption of a senior secured promissory note (the “TZRC Secured Promissory Note”) with a fair value estimate as of the transaction date of approximately $95.1 million. See Note 9.Loans, notes payable, and other financial liabilitiesfor a discussion of the TZRC Secured Promissory Note.

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 10 years and is automatically renewed for successiveone-year terms unless either party provides written notice of non-renewal. As property manager, the Company is entitled to approximately $1.5 million per year, subject to downward adjustment based on capacity utilization of TZRC’s data centers. In addition, the PMA allows pass through costs on behalf of the Company, such as payroll and other incidental costs. Pass through costs for the three months ended June 30, 2026 and 2025 were approximately$0.8 million and$0.8 million, respectively. Pass through costs for the six months ended June 30, 2026 and 2025 were approximately$1.6 million and$1.4 million, respectively.

The Company accounts for its indirect 50% interest in TZRC using the equity method of accounting. For the three months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was$3.9 million of net income and$0.7 million of net loss, respectively. For the six months ended June 30, 2026 and 2025, the Company’s proportionate share of TZRC’s net income (loss), before basis adjustments, was$8.6 million of net income and$1.1 million of net loss, respectively. After giving effect to basis adjustments, the Company recognizedEquity in earnings of unconsolidated jointventure in the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Incomeof$5.7 million and$1.1 million for the three months ended June 30, 2026 and 2025, respectively, and$12.1 million and$2.4 million for the six months ended June 30, 2026 and 2025, respectively. The carrying value of the Company’s investment in TZRC was $39.6 million and $45.2 million as of June 30, 2026 and December 31, 2025, respectively, and is included in the Company’s Unaudited Condensed Consolidated Balance Sheets.

Note 9. Loans, notes payable, and other financial liabilities

Details of the Company’s loans, notes payable, and other financial liabilities are as follows:

The following table outlines maturities of our long-term debt, including the current portion, as of June 30, 2026:

During the three months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $209.7 million andnil, respectively. During the three months ended June 30, 2026 and 2025, the Company recorded amortization of debt issuance costs, included in interest expense, of $0.9 million and $0.1 million, respectively. During the three months ended June 30, 2026 and 2025, interest expense related to the Company’s debt was $50.6 million and $8.2 million, respectively. During the three months ended June 30, 2026, total interest cost incurred was $56.8 million, of which $5.7 million was capitalized to construction in progress, with the remainder recognized as interest expense in the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. No interest was capitalized during the three months ended June 30, 2025.

During the six months ended June 30, 2026 and 2025, total principal payments of the Company’s debt were $217.7 million andnil, respectively. During the six months ended June 30, 2026 and 2025, the Company recorded amortization of debt issuance costs, included in interest expense, of $1.1 million and $0.2 million, respectively. During the six months ended June 30, 2026 and 2025, interest expense related to the Company’s debt was $60.2 million and $16.4 million, respectively. During the six months ended June 30, 2026, total interest cost incurred was $66.1 million, of which $5.7 million was capitalized to construction in progress, with the remainder recognized as interest expense. No interest was capitalized during the six months ended June 30, 2025. See Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Capitalized interest for the Company’s capitalized interest accounting policy.

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 5.0% plus the greater of (i) the U.S. Federal Funds Target Rate –Upper Bound and (ii)3.25%. On or prior to a drawdown, the Company was required to pledge, as collateral, Bitcoin with a custodian, Coinbase Custody Trust Company, LLC (“Coinbase Custody”), to be held in a segregated custody account under the Company’s ownership, such that the loan-to-value (“LTV”) ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or less than 60%. If the value of the collateral under the credit facility decreased past a specified margin, the Company could have been required to post additional Bitcoin as collateral.

Under the terms of the Fourth Amended and Restated Credit Agreement, the total principal amount available under the facility increased by $70.0 million to up to $200.0 million. Borrowed amounts bore interest at 9.0% per annum and were scheduled to mature on June 16, 2026. The Company drew the additional funds made available under the Fourth Amended and Restated Credit Agreement in full on December 22, 2025.

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. SeeFalconX 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 $200.0 million. Amounts borrowed under the Two Prime Credit Agreement will bear interest at a rate equal to 7.99% per annum. The facility will mature 364 days after the date of the first borrowing. As of June 30, 2026, the Company had not borrowed any amounts under the Two Prime Credit Agreement; therefore, the 364-day maturity period had not commenced. The Company may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the maturity date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the maturity date.

As of June 30, 2026, the Company hadno amounts outstanding under the Two Prime Credit Agreement.

FalconX Term Loan

In May 2026, the Company entered into a$200.0 million Bitcoin-collateralized term loan with FalconX Charlie, Inc. (the “FalconX Term Loan”). The FalconX Term Loan bears a fixed interest rate of 7.0% per annum and matures on April 30, 2027. Proceeds from the FalconX Term Loan were used to repay in full the outstanding obligation and terminate the Fourth Amended and Restated Credit Agreement with Coinbase, which bore a fixed interest rate of 9.0% at the time of repayment.

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 0.125% to 0.25% of the principal amount returned prior to maturity.

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 143%, with margin call and liquidation thresholds at 130% and 105%, respectively. Excess collateral may be returned to the Company when the collateral ratio exceeds 163% and certain conditions are met.

As of June 30, 2026, the outstanding principal balance of the FalconX Term Loan was$200.0 million and unamortized debt issuance costs were$0.1 million, resulting in a net carrying amount of$199.9 million.

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 $95.1 million as part of the consideration paid to acquire an equity membership interest in TZRC. The estimated fair value represents a discount of approximately $1.7 million from the carryover basis of the TZRC Secured Promissory Note. The discount is being amortized over the term of the TZRC Secured Promissory Note into interest expense.

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) theprime rate as published in The Wall Street Journal, plus (ii)12.0% per annum, (b)15.25% per annum and (c) the maximum rate of non-usurious interest permitted by law. The Company has the option to defer the interest until maturity of the note under a paid-in-kind (“PIK”) payment option. The Company elected to apply the PIK payment option. Accordingly, interest increases the principal amount of the TZRC Secured Promissory Note. PIK interest is payable upon maturity of the note in April 2027, unless or until any portion or all of the TZRC Secured Promissory Note is prepaid under the prepayment option discussed below. The Company is also subject to post-default interest of an additional 2% upon occurrence of an event of default. The higher interest rate applies from the date of non-payment until such amount is paid in full. As of June 30, 2026 and December 31, 2025, the interest rate on the TZRC Secured Promissory Note was 15.25%.

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 $1.4 million and $3.4 million, respectively. The PIK interest for the six months ended June 30, 2026 and 2025 was $3.2 million and $6.6 million, respectively. During the six months ended June 30, 2026, the Company made principal payments of $17.7 million on the TZRC Secured Promissory Note. As of June 30, 2026, approximately $35.1 million of principal and PIK interest, exclusive of a $0.3 million discount, was outstanding under the TZRC Secured Promissory Note, with payment of principal and PIK interest due upon the first to occur of (a) the date that isfive years from origination on April 8, 2022, (b) the date of any event of dissolution of TZRC, and (c) the date of the closing of certain events specified in TZRC’s governing documents.

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 $150.0 million (such amount, together with any PIK interest accrued from time to time, the “Accreted Principal Amount”). The convertible note was a senior unsecured obligation of the Company and guaranteed by the Guarantor pursuant to a Guaranty Agreement. On June 28, 2024, the Company issued the convertible note to the Coatue Fund (the “Coatue Note”).

The convertible note bore interest at a rate of 8.00% per year, payable quarterly in arrears on each March 31, June 30, September 30, and December 31, commencing September 30, 2024. Interest could be PIK or paid in cash, at the Company’s option. The convertible note had an initial term offive years and could be extended, at the Company’s option, for up tothree additionalone-year terms. At maturity (unless earlier converted, redeemed, or repurchased), the Company would have been required to pay the Coatue Fund the Accreted Principal Amount, together with any accrued and unpaid interest thereon.

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 $16.395 per share of common stock, subject to certain anti-dilution adjustments.

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 $11.50 per share of the Company’s common stock, the mandatory redemption price would have been 150% of the original principal amount of the convertible note (“Contingent Repurchase Right”), and if the implied valuation of such event was less than $11.50 per share of the Company’s common stock, the redemption price would have been equal to the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date.

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 100% of the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date if (i) the closing price of the Company’s common stock equaled or exceeded 150% of the then-applicable conversion price for a specified period of time and (ii) there was an effective registration statement covering the resale of any shares of the Company’s common stock issued upon conversion of the convertible note or, in the alternative, the shares of the Company’s common stock issuable pursuant to the convertible note to the extent the Coatue Fund converted at the time were freely tradable by the Coatue Fund pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended (including without any restriction on volume), subject to a daily redemption limitation such that the number of shares of the Company’s common stock into which the Accreted Principal Amount to be redeemed would be converted did not exceed, after giving effect to such conversion,100% of the average daily trading volume of the Company’s common stock calculated over a specified period of time.

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)120% of the original principal amount of the convertible note and (ii) the Accreted Principal Amount, plus accrued and unpaid interest to the date of such repurchase. The Purchase Agreement also set forth certain standard events of default upon which the convertible note could be declared immediately due and payable.

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 ofnil and was offset by issuance costs. The debt host contract of the convertible note was subsequently measured at amortized cost, and the debt discount and issuance costs were amortized to interest expense over the expected term of the host contract using the effective interest method. The convertible note had an effective interest rate of 8.24% and its contractual interest expense was $1.3 million and $4.5 million for the three and six months ended June 30, 2026, respectively. The amortization of debt discount and issuance costs for the three and six months ended June 30, 2026 wasnil and $0.1 million, respectively. The fair value of the convertible note was estimated using the same method and inputs as the separated embedded derivative from the convertible note as disclosed in Note 10.Derivatives. The Company determined that the convertible note was a Level 3 liability given an unobservable input was included in its valuation. The separated embedded derivative from the convertible note was initially recorded at nil. See Note 10.Derivatives for a discussion of the separated embedded derivative from the convertible note.

In May 2026, the Coatue Fund converted the full Accreted Principal Amount of the Coatue Note of $159.3 million into 9,715,476 shares of the Company’s common stock at the original conversion price of $16.395 per share. Accrued and unpaid interest through the conversion date of $1.3 million, together with a de minimis amount in lieu of a fractional share, was paid in cash. Upon conversion, the Company (1) derecognized the net carrying amount of the convertible note of $158.6 million and the related separated embedded derivative from the convertible note ofnil and (2) recorded $158.5 million to additional paid-in capital and $0.1 million to common stock in connection with the issuance of the shares of the Company’s common stock. As of June 30, 2026, there wasno outstanding principal amount, unamortized debt discount and issuance costs, or net carrying amount related to the Coatue Note.

River Bend Notes

On April 30, 2026, Hut 8 DC LLC (“Hut 8 DC”), an indirect wholly owned subsidiary of the Company, issued$3.25 billion aggregate principal amount of 6.192% senior secured notes due November 15, 2042 (the “River Bend Notes”) in a private offering. The River Bend Notes were issued at par.

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 100% of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, including a qualifying change of control, Hut 8 DC may be required to offer to repurchase the River Bend Notes.

Gross proceeds from the issuance were$3.25 billion and debt issuance costs were$54.0 million. The proceeds are being used to (1) finance a portion of the development and construction of a 245 MW critical IT capacity data center and related substation infrastructure at the Company’s River Bend site in St. Francisville, Louisiana, (2) reimburse the Company for a portion of its prior equity contributions to Hut 8 DC used to fund the project, (3) fund debt service reserves, and (4) pay fees and expenses of the offering. The data center is leased in its entirety to Fluidstack USA IV Inc. (“Fluidstack”) and rent payable under the lease is the principal source of cash flow expected to service the River Bend Notes. The lease agreement is supported by a financial backstop provided by Google LLC for rent payments and certain other financial obligations thereunder.

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.

As of June 30, 2026, the aggregate principal balance of the River Bend Notes was$3.25 billion. Unamortized debt issuance costs were$53.4 million, resulting in a net carrying amount of$3.20 billion. The debt issuance costs are being amortized over the term of the River Bend Notes using the effective interest method. As of June 30, 2026, the effective interest rate on the River Bend Notes was 6.41% and the estimated fair value was$3.30 billion, determined using Level 2 inputs. The River Bend Notes are carried at amortized cost.

Beacon Point Notes

On June 9, 2026, Beacon Point DC LLC (“Beacon Point DC”), an indirect wholly owned subsidiary of the Company, issued$4.25 billion aggregate principal amount of 6.129% senior secured notes due November 30, 2042 (the “Beacon Point Notes”) in a private offering. The Beacon Point Notes were issued at par.

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 100% of the principal amount, in each case plus accrued and unpaid interest. Upon the occurrence of certain events, including a qualifying change of control, Beacon Point DC may be required to offer to repurchase the Beacon Point Notes.

Gross proceeds from the issuance were$4.25 billion and debt issuance costs were$46.4 million. The proceeds are being used to (1) finance the development and construction of a 352 MW critical IT capacity data center and related substation infrastructure at the Company’s Beacon Point site in Nueces County, Texas, (2) fund the debt service reserves, and (3) pay fees and expenses of the offering. The data center is leased in its entirety to a high-investment-grade company under a triple-net lease. Rent payable under the lease is expected to be the principal source of cash flow used to service the Beacon Point Notes.

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 $4.25 billion. Unamortized debt issuance costs were $46.2 million, resulting in a net carrying amount of $4.20 billion. The debt issuance costs are being amortized over the term of the Beacon Point Notes using the effective interest method. As of June 30, 2026, the effective interest rate on the Beacon Point Notes was 6.27% and the estimated fair value was $4.30 billion, determined using Level 2 inputs. The Beacon Point Notes are carried at amortized cost.

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 $3.5 million with a related party entity controlled by a person related to a member of the issuing subsidiary’s management. Pursuant to the terms of the SAFE agreement, on the closing of equity financing while the SAFE agreement is outstanding, the SAFE agreement will automatically convert into the number of shares of preferred stock of the subsidiary equal to the purchase amount divided by the lowest price per share of the Standard Preferred Stock (as defined in the SAFE agreement). The SAFE agreement was classified as a liability pursuant to ASC 480. The SAFE agreement is subject to revaluation at the end of each reporting period, with changes in its fair value recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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 85% within 12 months and a SAFE agreement liquidity event probability of 15% within 12 months. The Company also included the following inputs in estimating the fair value of the SAFE agreement using the PWERM:

The following table provides a summary of activity and change in fair value of the SAFE agreement (Level 3 liability):

Note 10. Derivatives

The following table presents the Company’s Unaudited Condensed Consolidated Balance Sheets classification of derivatives carried at fair value:

The following table presents the effect of derivatives on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income:

Bitcoin redemption and put options

During December 2024, the Company pledged approximately 968 Bitcoin with Bitmain in connection with its purchase of approximately 30,000 Bitmain Antminer S21+ ASIC miners under the Bitmain Purchase Agreement. Under the arrangement, the Company had the option to redeem the pledged Bitcoin at a mutually agreed upon fixed price, which started from the shipment date of the purchased ASIC miners and originally ended three months thereafter. The amount of Bitcoin that could be redeemed was pro-rata of the percentage of miners shipped on a compute power (hashrate) basis. During 2025 and January 2026, the Company amended the redemption period multiple times, extending the date by which the pledged Bitcoin could be redeemed. As noted in Note 5.Digital assets, during January 2026, the Bitcoin redemption option’s redemption period lapsed and went unredeemed. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives. The Company previously accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2024 due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. During the fiscal year ended 2025, the shipment date was finalized and therefore was no longer an unobservable input.

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 17,280 U3S21EXPH ASIC miners. The total amount of Bitcoin pledged was approximately 2,776 Bitcoin. American Bitcoin pledged the Bitcoin infour tranches, two tranches in August 2025, one tranche in September 2025, andone tranche in October 2025. American Bitcoin has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up totwenty-four months after the day immediately following each pledge date and loses the right to redeem the pledged Bitcoin should it not redeem them by the end of the redemption period. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives. As part of the purchase of the U3S21EXPH ASIC miners, the Company paid cash of approximately $46.0 million as a deposit and for certain expenses. American Bitcoin had an option to replace the $46.0 million cash paid with a Bitcoin pledge on or before November 5, 2025. In October 2025, American Bitcoin exercised its option to replace the $46.0 million cash paid with a Bitcoin pledge by pledging an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $46.0 million comprising the deposit and certain expenses.

In February 2026, in connection with the 2026 ABTC Bitmain Purchase Agreement, American Bitcoin pledged approximately 314 Bitcoin with Bitmain representing 80% of the purchase price of approximately 11,298 S21 XP ASIC miners. American Bitcoin has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up totwenty-four months after the day immediately following the pledge date and loses the right to redeem the pledged Bitcoin should it not redeem them by the end of the redemption period. As part of the agreement, American Bitcoin has an option to extend the pledge period for an additional twelve months. American Bitcoin also has the option to pay the remaining 20% of the purchase price under the 2026 ABTC Bitmain Purchase Agreement by pledging Bitcoin at a mutually agreed upon floor price, which is due one year after the shipment date of the S21 XP ASIC miners. The Company accounted for this Bitcoin redemption and put option as a Level 2 derivative asset as noted in Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives.

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.

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 withone of its digital asset custodians, in a quantity equal to the notional amount, for these covered call options sold. The collateral is returned to the Company should the covered call options expire with the underlying reference price below their strike price. The covered call options are only exercisable upon the date of expiry, are automatically exercised if the underlying reference price is greater than the strike price of the call option, and are settled with delivery of the underlying Bitcoin. The reference price is the Coinbase exchange Bitcoin price quoted in U.S. dollars. Covered call options were carried at fair value and were Level 2 liabilities as noted in Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Fair value measurement. During the six months ended June 30, 2025, (1) covered call options on 1,500 Bitcoin notional expired with the underlying reference price below their strike prices, and the Company recorded a gain of $12.1 million; (2) the Company rolled a covered call option on 500 Bitcoin notional for a covered call option on the same Bitcoin notional by exchanging its previously outstanding call option for a new call option, and as a result of the roll, received $0.8 million in cash and recorded a gain of $4.2 million; and (3) the Company recorded an unrealized gain of $1.1 million related to changes in the fair value of outstanding covered call options. As of June 30, 2026, the Company hadno covered call options outstanding.

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 wasnil and the fair value immediately before the debt host contract was converted wasnil. Given the debt host contract was converted into shares of common stock of the Company in May 2026, the separated embedded derivative from the convertible note was also derecognized concurrently.

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 80% interest in American Data Centers Inc. In connection with the transaction, American Data Centers Inc. was subsequently renamed as American Bitcoin Corp. (“Historical ABTC”).

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”).

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 $1.50 per share after giving effect to the ABTC Merger and the ABTC Reverse Stock Split (as defined in Note 12.Equity), neither of which resulted in an adjustment to the exercise price. These warrants expire in January 2035.

In connection with the ABTC Merger, American Bitcoin assumed 91,551 ABTC-Gryphon Warrants. As of June 30, 2026, there were 5,947 ABTC-Gryphon Warrants outstanding. These warrant quantities reflect the effect of the ABTC Reverse Stock Split; see Note 12.Equity for additional information.

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:

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:

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:

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:

The following table presents supplemental lease information:

The following table presents the Company’s future minimum operating lease payments as of June 30, 2026:

As of June 30, 2026, there wereno future finance lease payments.

Note 12. Equity

Authorized shares

The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 1,000,000,000 shares of common stock, par value of $0.01 per share, and 25,000,000 shares of preferred stock, par value of $0.01 per share.

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 $500.0 million of its common stock from time to time. Concurrently, the Company launched a $250.0 million stock repurchase program. Under Canadian law, the number of shares the Company can repurchase through July 20, 2027 is 6,159,439 shares (representing approximately 5.0% of the Company’s issued and outstanding common stock as of July 20, 2026). During the six months ended June 30, 2025, the Company issued and sold 4,205,019 shares of its common stock under the 2024 ATM for gross proceeds of $113.1 million, incurred issuance costs of $1.1 million, and repurchasednil shares of its common stock under the stock repurchase program.

On August 22, 2025, the Company established a $1.0 billion at-the-market equity program (the “2025 ATM”), which replaced the 2024 ATM. During the six months ended June 30, 2026, the Company issued and sold 2,101,363 shares of its common stock under the 2025 ATM for gross proceeds of $120.9 million and incurred issuance costs of $0.8 million.

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 0.2000, rounded down to the nearest whole share at a warrant agreement level if applicable, and at an exercise price of the original exercise price divided by the exchange ratio of 0.2000, rounded up to the nearest whole cent if applicable. The warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price due to the use of a certain volume-weighted average price of shares. The Company accounts for its warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each warrant was estimated on the date of assumption using the Black-Scholes pricing model.

The warrants assumed in the Business Combination expire on September 17, 2026.

Transactions involving the Company’s equity-classified warrants are summarized as follows:

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. No fractional shares were issued in connection with the ABTC Reverse Stock Split. Unless otherwise indicated, these Unaudited Condensed Consolidated Financial Statements retroactively reflect the ABTC Reverse Stock Split, including its effect on the quantities of American Bitcoin common stock, warrants assumed by American Bitcoin (and their exercise prices, as applicable), and restricted stock units issued by American Bitcoin.

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 $200.0 million (up to maximum gross proceeds of $250.0 million to satisfy oversubscriptions). The closing of the Private Placement occurred on June 27, 2025. At the closing, Historical ABTC sold and issued 11,002,954 shares of its Class A common stock (10,635,825 shares of Class A common stock of American Bitcoin post-ABTC Merger exchange ratio of 14.4995 and ABTC Reverse Stock Split) for aggregate gross proceeds in cash and Bitcoin (as described below) of $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the Private Placement, including aggregate commissions of $4.8 million. $10.0 million worth of Historical ABTC Class A common stock was sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $104,000. Accordingly, the Company recorded $122.6 million to additional paid-in capital, representing the portion of the Private Placement attributable to the Company, and $92.7 million to non-controlling interest, representing the portion attributable to the non-controlling interest.

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 $2.1 billion of its shares of Class A common stock from time to time. During the six months ended June 30, 2026, American Bitcoin issued and sold 7,755,671 shares of its Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $144.7 million and incurred issuance costs of $0.6 million. As a result, the Company recorded $38.7 million to additional paid-in capital, representing the portion of the shares of American Bitcoin Class A common stock sold under the American Bitcoin 2025 ATM attributable to the Company, and $105.4 million to non-controlling interest, representing the portion attributable to the non-controlling interest.

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 $9.1 million as a deferred tax liability, with the offset recognized in additional paid-in capital. No gain or loss was recognized.

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 2,000,000 Penny Warrants of the Far North JV and (2) the non-controlling interest sold its entire ownership in the Far North JV to the Company for $10.0 million (C$13.9 million) that was paid by TransAlta to the non-controlling interest directly as partial satisfaction of the purchase price of the Far North JV sale. Given the Company maintained control of the Far North JV after both the exercise of the Penny Warrants and acquiring the non-controlling interest, these transactions were accounted for as equity transactions under ASC 810.

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:

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 0.2000 and at an exercise price of the exercise price immediately preceding the ABTC Merger divided by the exchange ratio of 0.2000. As a result of the ABTC Reverse Stock Split, the number of shares issuable upon exercise of the ABTC-Akerna Warrants was reduced on a 1-for-15 basis, and the exercise price per share was increased by a corresponding factor of 15. The ABTC-Akerna Warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price. The Company accounts for its ABTC-Akerna Warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the ABTC-Akerna Warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each ABTC-Akerna Warrant was estimated on the date of assumption using the Black-Scholes pricing model.

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.

Transactions involving the Company’s equity-classified ABTC-Akerna Warrants are summarized as follows:

Subsidiary Penny Warrants

In 2025, the Far North JV, a former consolidated subsidiary of the Company, issued 2,000,000 Penny Warrants with an exercise price of less thanone penny per share. These subsidiary Penny Warrants represented approximately 10% of the Far North JV’s common stock outstanding on a non-diluted basis prior to their exercise, expired three years from issuance date, and entitled the holder to receive shares of a class of common stock of the Far North JV upon exercise. All classes of common stock of the Far North JV had equal rights to earnings on a per share basis. The Company accounted for its subsidiary’s Penny Warrants as equity instruments based on the specific terms of the subsidiary Penny Warrant agreements, and recorded them in additional paid-in capital in equity based on their fair value on issuance. The classification of the subsidiary Penny Warrants, including whether such instruments should have been recorded as liabilities, was re-assessed at the end of each reporting period while they were outstanding. The fair values of the subsidiary Penny Warrants were estimated on their dates of issuance and were approximately equal to the fair value of the shares of a class of common stock underlying the subsidiary Penny Warrants given their exercise price represented little cash consideration.

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 $0.90 per share.

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:

Accumulated other comprehensive loss

The changes in accumulated other comprehensive loss, net of tax, are as follows:

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 5,000,000 shares. Accordingly, an aggregate of 22,644,625 shares of the Company’s common stock have been authorized and registered to be issued under the 2023 Plan.

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.4,490,400 shares of the Company’s common stock have been authorized and registered to be issued under the 2021 Plan, andno further awards are available for grant under the 2021 Plan.

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.1,553,254 shares of common stock have been authorized and registered to be issued under the 2018 Plan.

In connection with the Business Combination, USBTC stock options outstanding immediately before the Business Combination were exchanged for 0.6716 stock options of the Company under the 2021 Plan (the “USBTC Replacement Options”). Upon the Business Combination, fractional stock options, if any, were rounded down to the nearest whole stock option at an award level. The exercise price of any USBTC Replacement Option was equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716, rounded up to the nearest whole cent, if applicable.

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 0.2000 effective November 30, 2023. The exercise price of stock options immediately before the Business Combination was divided by the exchange ratio of 0.2000, rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the reissued stock options. Fractional awards, if any, were rounded down to the nearest whole award unit at a holder level.

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:

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 1,000,000 stock options with an exercise price of $15.00 per share under the 2023 Plan with service-based and market-based vest conditions. These stock options vest upon the later of the end of each tranche’s service period and the satisfaction of the market-based vest condition per tranche, which is if the Company’s stock price, on a 20-consecutive-day volume-weighted average price basis, reaches a certain price during the period from grant date to approximately three years after grant date. The Company recognizes stock-based compensation expense associated with these stock options on a graded basis over the later of the stock options’ time-based service condition and market-based derived service period per tranche. Stock-based compensation expense associated with stock options with market-based vest conditions is not adjusted in future periods for the success or failure to achieve the specified market conditions. These stock options were modified shortly after their grant date to amend a termination vest clause, and the Company determined that there wasno incremental fair value to recognize as additional compensation expense as of the modification date given only a termination vest clause was modified and accordinglyno incremental compensation expense was required to be recognized.

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. No stock options were granted by the Company during the six months ended June 30, 2026.

As of June 30, 2026, there were 192,521 unvested service-based options and 333,334 unvested service and market-based options.

A summary of stock options for the six months ended June 30, 2026 and June 30, 2025 is as follows:

The Company had approximately $0.1 million and $1.2 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 0.7 years and 0.8 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of June 30, 2026. The Company had approximately $0.3 million and $6.4 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 1.0 years and 0.9 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of June 30, 2025.

No stock options were granted during the six months ended June 30, 2026. The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2025 was $9.44 per share.

Restricted stock units

Restricted stock units granted under the 2023 Plan, and those governed under the 2018 Plan that may settle in shares of common stock of the Company, entitle recipients to receive a number of shares of the Company’s common stock over a vesting period, according to each respective restricted stock unit agreement. At the Company’s discretion, restricted stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any restricted stock units in cash or in a combination of shares of common stock and cash.

For restricted stock units under the 2023 Plan, stock-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s common stock on the date of grant. For restricted stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled restricted stock unit awards on a graded basis over the awards’ service-based vesting tranches. Share-settled restricted stock unit awards generally vest in equal annual or quarterly installments over athree- orfour-year period or vest by certain dates for non-employee directors and certain employees (unless accelerated in connection with a change in control event under specified conditions as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the award’s governing plan or applicable agreement).

The following table presents a summary of the activity of the service-based restricted stock units:

The Company had approximately $118.1 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan that are settleable in shares of common stock of the Company as of June 30, 2026, which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.1 years. The Company had approximately $7.1 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan and 2018 Plan that are settleable in shares of common stock of the Company as of June 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.3 years.

Deferred stock units

Deferred stock units granted under the 2023 Plan, and those governed under the 2018 Plan that are settleable in shares of common stock of the Company, entitled recipients to receive a number of shares of the Company’s common stock over a vesting period if applicable, as per each respective deferred stock unit agreement. At the Company’s discretion, deferred stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any deferred stock units in cash or in a combination of shares of common stock and cash.

For deferred stock units under the 2023 Plan, the stock-based compensation expense related to share-settled deferred stock units is based on the fair value of the Company’s common stock on the date of grant. For deferred stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company’s common stock on the date of the consummation of the Business Combination. The Company recognizes stock-based compensation expense associated with such share-settled deferred stock unit awards on a graded basis over the awards’ vesting tranches. Share-settled deferred stock unit awards granted to date were granted in vested state and can only be settled for shares of common stock of the Company upon the participant’s departure from the Company.

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

There wasno remaining unrecognized compensation expense related to deferred stock units as of June 30, 2026 and June 30, 2025.

Performance stock units

Performance stock units granted under the 2023 Plan entitle recipients to receive a number of shares of the Company’s common stock based on market, performance, and/or service conditions as per each respective performance stock unit agreement. At the Company’s discretion, performance stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash. The Company currently does not intend to settle any performance stock units in cash or in a combination of shares of common stock and cash.

In April 2025, the Company granted 240,698 performance stock units, including to its Chief Financial Officer and Chief Legal Officer, with varying performance-based vest conditions. All but two of these grants had three performance-based vest conditions with 100% of the units eligible to vest upon the achievement of at least one of three performance targets and 200% of the units eligible to vest upon the achievement of two out of the three performance targets; the performance targets for such grants were based on the achievement of certain site development, commercialization, and earnings targets during a specified reference period. A grant was also issued to an employee with a performance-based vest condition of sourcing a site with a certain committed utility load; upon satisfaction of the performance-based vest condition,25% of the units will vest, and thereafter the remaining performance stock units will vest in equal annual installments for athree-year period. A grant was issued to an employee with a performance-based vest condition of achieving a certain operational milestone for a subsidiary of the Company and certain earnings targets. All of the performance stock units granted had a service condition requiring continuous employment with the Company while the performance-based vest conditions are satisfied.

In June 2025, the Company granted 873,362 performance stock units to its Chief Executive Officer and Chief Strategy Officer with an approximately three-year service period and performance-based vest conditions as follows: one third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80%,100%, or 300% of the units eligible to vest, with linear interpolation between 100% and 300% on the operational and earnings-related performance conditions noted below. The three performance conditions are as follows: (1) the Company enters into agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (2) the Company achieves certain earnings targets, and (3) a subsidiary of the Company achieves certain financing and transactional milestones. In June 2025,127,890 performance stock units granted in April 2025 to 20 employees, including to the Company’s Chief Financial Officer and Chief Legal Officer, were modified to have the same performance and service-based vest conditions, portion of awarded units eligible to vest, and payout tiers as the performance stock units granted in June 2025 to the Company’s Chief Executive Officer and Chief Strategy Officer. Immediately prior to the modification, the modified performance stock units were not probable of vesting, and accordinglyno stock-based compensation expense was recorded. The total incremental compensation cost expected to be recognized under these modified performance stock units, as of the date of the modification, was $2.0 million over a weighted-average remaining vesting period of approximately 3.0 years.

During the six months ended June 30, 2026, the Company granted 334,215 performance stock units to employees with an approximately three-year service period and performance-based vest conditions as follows: one third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80%,100%, or 300% of the units eligible to vest, with linear interpolation between 100% and 300% on the first and second of the three performance conditions noted below. The three performance conditions are as follows: (1) the Company enters into agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (2) the Company achieves certain earnings targets, and (3) a Company site achieves certain operational milestones.

The Company recognizes stock-based compensation expense associated with performance stock unit awards on a graded basis over the later of the awards’ time-based service condition and, if applicable, market-based derived service period per tranche. Stock-based compensation expense associated with performance stock units with market-based vest conditions is not adjusted in future periods for the success or failure to achieve the specified market conditions, and for awards with performance-based vest conditions, it is only recognized if the performance-based vest conditions are considered probable of being satisfied.

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

As of June 30, 2026 and June 30, 2025, unrecognized stock-based compensation expense related to the Company’s performance stock units with market-based vest conditions and performance-based vest conditions considered probable of vesting was $139.8 million and $32.1 million, respectively, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 years and 2.0 years, respectively.

American Bitcoin stock-based compensation

The stock-based award information presented below gives effect to the 1-for-15 ABTC Reverse Stock Split effected on July 2, 2026 by American Bitcoin. See Note 12.* Equity* for further information on the ABTC Reverse Stock Split.

In connection with the ABTC Merger on September 3, 2025, American Bitcoin adopted the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the “ABTC 2025 Plan”), which amended and restated the predecessor Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan. The ABTC 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance grants, and other stock-based awards to employees, consultants, and directors of American Bitcoin and its affiliates. As of the ABTC 2025 Plan’s effective date,12,130,948 shares of the American Bitcoin common stock were reserved for issuance under the ABTC 2025 Plan, subject to an annual automatic increase on each January 1 from 2026 through 2035, equal to the lesser of (a) the excess of 20% of American Bitcoin’s fully diluted shares outstanding as of the preceding December 31 over the shares then reserved under the ABTC 2025 Plan, and (b) such number as determined by American Bitcoin’s board of directors. Shares subject to awards that are cancelled and forfeited, and shares returned through certain other mechanisms, are returned to the share reserve and become available for future grants.

The following table presents a summary of the activity of the American Bitcoin restricted stock units:

As of June 30, 2026, unrecognized stock-based compensation expense related to the American Bitcoin restricted stock units was $1.8 million, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.7 years.

Note 14. Net (loss) income per share of common stock

Basic and diluted net (loss) income per share attributable to common stockholders is computed as described in Note 2.Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net (loss) income per share attributable to common stockholders.

The following table presents potentially dilutive securities that were not included in the computation of diluted net (loss) income per share of common stock as their inclusion would have been anti-dilutive and/or their issuance upon satisfying a contingency, if applicable, was not satisfied or deemed satisfied as of period end:

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:

Note 15. Income taxes

For the six months ended June 30, 2026, the Company determined that the estimated annual effective tax rate could not be reliably estimated and, accordingly, computed its tax provision using the discrete method, treating the year-to-date period as if it were an annual period. For the six months ended June 30, 2025, the Company computed its tax provision using the estimated annual effective tax rate method.

For the three months ended June 30, 2026, the Company’s income tax benefit and effective tax rate were $31.5 million and 15.1%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to the impact of the IRC Section 162(m) limitation on the deductibility of certain employee compensation. For the three months ended June 30, 2025, the Company’s income tax expense and effective tax rate were $27.6 million and 16.7%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to a non-taxable portion of gains on digital assets and Subpart F income.

For the six months ended June 30, 2026, the Company’s income tax benefit and effective tax rate were $80.4 million and 15.7%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to the tax on the gain on the sale of the Far North JV and the impact of the IRC Section 162(m) limitation on the deductibility of certain employee compensation. For the six months ended June 30, 2025, the Company’s income tax expense and effective tax rate were $7.4 million and 70.0%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to non-taxable portion of gains on digital assets, Subpart F income, and American Bitcoin non-deductible asset contribution costs.

The Company is subject to U.S. federal income taxes as well as income taxes in various state jurisdictions and in Canada. The Company’s tax returns for tax years beginning 2021 remain subject to potential examination by the taxing authorities.

Note 16. Concentrations

The Company has only mined Bitcoin during the three and six months ended June 30, 2026 and June 30, 2025. Therefore,100% of the Company’s ASIC compute revenue within its Compute segment is related to one digital asset. The Company usedtwo mining pool operators during the three and six months ended June 30, 2026 and June 30, 2025.

Note 17. Related party transactions

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions.

The Company provides services to TZRC, an equity method investment entity (refer to Note 8.Investment in unconsolidated joint venture for additional information on the equity method investment entity), in exchange for fees under a PMA. The Company also has a SAFE agreement with a related party as described in Note 9.Loans, notes payable, and other financial liabilities.

Note 18. Commitments and contingencies

Bitmain Purchase Agreement, 2025 ABTC Bitmain Purchase Agreement and 2026 ABTC Bitmain Purchase Agreement

The Bitmain Purchase Agreement prior to the expiry of its Bitcoin redemption option, 2025 ABTC Bitmain Purchase Agreement, and 2026 ABTC Bitmain Purchase Agreement include the following financial commitments:Bitcoin redemption and put options, recognized as derivative assets under ASC 815, measured at fair value at each reporting period,Miner purchase liabilityrepresenting a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition ofDigital assets – pledged for miner purchaseif the redemption right is not exercised. See Note 5.Digital assets for further information on the purchase agreements with Bitmain.

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 intoIn re Hut 8 Corp. Securities Litigation, Case No. 24-cv-00904 (VM), and a lead plaintiff was appointed on April 19, 2024. The lead plaintiff filed a consolidated amended complaint on June 14, 2024. The consolidated amended complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. On December 2, 2024, the defendants filed a motion to dismiss the consolidated amended complaint. On January 16, 2025, the lead plaintiff opposed the motion. On February 18, 2025, the defendants filed a reply in further support of the motion to dismiss. On September 12, 2025, the U.S. District Court for the Southern District of New York issued a decision, dismissing all fraud-based Exchange Act claims and most Securities Act claims, leaving two Section 11 and Section 15 claims tied to King Mountain disclosures. On October 24, 2025, the defendants answered the surviving allegations in the amended complaint and amended their answer on November 14, 2025. On February 4, 2026, at the parties’ request, the court stayed all proceedings through April 15, 2026. On April 15, 2026, at the parties’ request, the court extended the stay of all proceedings through May 22, 2026. On June 18, 2026, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”), agreeing to resolve the litigation for $2.4 million. On July 8, 2026 the court granted preliminary approval of the Settlement, triggering certain procedural deadlines before a final settlement hearing. The final settlement hearing is scheduled for November 6, 2026.

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 captionAliko v. Tai, Case No. 1:24-cv-20890-DSL, pending the resolution of a motion for summary judgmentin 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 theAliko matter informed the Court that they had reached a settlement in principle which resolves the claims asserted in theAliko 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 captionIn 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.