Hut 8 Corp.

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. During the nine months ended September 30, 2025, the Company issued and sold 5,205,019 shares of its common stock under the 2024 ATM for gross proceeds of $134.2 million, incurred issuance costs of $1.3 million, and repurchased nil shares of its common stock under the stock repurchase program. The 2024 ATM was terminated on August 22, 2025.

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 nine months ended September 30, 2025, the Company issued and sold 635,659 shares of its common stock under the 2025 ATM for gross proceeds of $22.9 million and incurred issuance costs of $1.0 million. During the nine months ended September 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.

Concurrently with the establishment of the 2024 ATM, the Company launched a $250.0 million stock repurchase program. Under Canadian law, the number of shares the Company can repurchase at any time is limited to 5.0% of the Company's issued and outstanding common stock during the preceding 12-month period. During the nine months ended September 30, 2026, the Company repurchased and retired 953,802 shares of its common stock at prevailing market prices under its stock repurchase program for an aggregate purchase priceof $74.7 million, inclusive of immaterial commissions, and sold approximately 954 Bitcoin for aggregate net proceeds of $74.8 million to fund these repurchases. During the nine months ended September 30, 2026, the Company didnot accrue any excise tax related to its share repurchases. In October 2026, the Company repurchased and retired 2,384,677 shares of its common stock at prevailing market prices under its stock repurchase program for an aggregate purchase price of $175.3 million, inclusive of immaterial commissions, and sold approximately 2,148 Bitcoin for aggregate net proceeds of $175.4 million to fund these repurchases. In November 2026, the board of directors approved an additional $750.0 million under the Company's stock repurchase program, increasing the total authorization from $250.0 million to $1.0 billion.

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 were 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 included a net share settlement clause at the discretion of the warrant holder, which could have resulted 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 accounted for its warrants as equity instruments based on the specific terms of the relevant warrant agreements and recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. 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 expired 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 nine months ended September 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.

As part of the ABTC Merger, existing Gryphon shareholders held 1,126,226 shares of American Bitcoin Class A common stock upon the Closing on September 3, 2025. As a result, the Company recorded $86.0 million to additional paid-in capital, representing the portion of the American Bitcoin Class A common stock held by existing Gryphon shareholders upon the Closing attributable to the Company, and $49.8 million to non-controlling interest, representing the portion attributable to the non-controlling interest.

During the nine months ended September 30, 2025,84,313 ABTC-Gryphon Warrants assumed by American Bitcoin from the ABTC Merger were exercised and settled with the issuance of 67,460 shares of American Bitcoin Class A common stock. See Note 12. Derivatives for further detail. As a result, the Company recorded $5.2 million to additional paid-in capital, representing the portion of the shares of American Bitcoin Class A common stock issued to settle ABTC-Gryphon Warrants exercised attributable to the Company, and $3.3 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 nine months ended September 30, 2025, American Bitcoin issued and sold 734,482 shares of its Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $90.0 million and incurred issuance costs of $2.0 million. As a result, the Company recorded $51.6 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 $36.4 million to non-controlling interest, representing the portion attributable to the non-controlling interest. During the nine months ended September 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 nine months ended September 30, 2025 and September 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, for the nine months ended September 30, 2025 and September 30, 2026, the Company recorded $50.7 million and $8.6 million, respectively, 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:

(1)

Represents little cash consideration of less than a penny per share.

Accumulated other comprehensive loss

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

Note 15. 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. Canceled and forfeited awards are returned to the 2023 Plan for future awards. During the nine months ended September 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 canceled 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 canceled 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 September 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 nine months ended September 30, 2026 and September 30, 2025 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 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 nine months ended September 30, 2026.

In August 2025, the Company modified the vest conditions of 67,160 stock options held by an employee to a revised vest schedule. As the modification only resulted in the change of service-based vesting and did not involve any other changes, there was no incremental fair value to recognize as additional compensation expense as of the modification date and accordingly no incremental compensation expense was required to be recognized.

As of September 30, 2026, there were 140,764 unvested service-based options and 333,334 unvested service and market-based options.

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

The Company had approximately $0.1 million and $0.8 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 0.7 years and 0.5 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of September 30, 2026. The Company had approximately $0.2 million and $3.9 million of total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period of approximately 1.0 years and 1.0 years related to stock options under the Hut 8 Corp. Rollover Option Plan and stock options under the 2023 Plan, respectively, as of September 30, 2025.

No stock options were granted during thenine months ended September 30, 2026. The weighted average grant-date fair value of stock options granted during the nine months ended September 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 $152.0 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 September 30, 2026, which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.1 years. The Company had approximately $7.9 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 September 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 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, entitle 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 September 30, 2026 and September 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 nine months ended September 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.

During the nine months ended September 30, 2026, the Company granted 500,000 performance stock units with service-based and market-based vest conditions. These performance stock units become eligible to vest if the Company achieves a specified market capitalization threshold for each of 30 consecutive trading days during an approximately five-year measurement period. If the market-based vest condition is satisfied, all 500,000 performance stock units will vest approximately five years from grant date, subject to continued employment through the vesting date. If the market-based vest condition is not satisfied during the measurement period, no performance stock units will vest. The Company used a Monte Carlo simulation model to determine the grant-date fair value of these performance stock units using the following assumptions:

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 September 30, 2026 and September 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 $172.1 million and $29.4 million, respectively, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years and 1.8 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 14. 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 canceled 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 September 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 1.1 years.

Note 16. Net income (loss) per share of common stock

Basic and diluted net income (loss) 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 income (loss) per share attributable to common stockholders.

The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) 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:

(1)

1,926,879 performance stock units that were outstanding during the three months ended September 30, 2026 and 416,094 performance stock units that were outstanding during the three and nine months ended September 30, 2025 with market or performance-based vest conditions were not included in the computation of diluted net income (loss) per share of common stock given their market or performance-based vest conditions were not met if the reporting period end was deemed the end of the awards' contingency period for FASB ASC Topic 260, Earnings Per Share ("ASC 260") purposes.

The following is a reconciliation of the numerator and denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented:

(1)

Calculated as the difference between the Far North JV's, a former consolidated subsidiary that issued Penny Warrants, net income (loss) attributable to Hut 8 Corp. under ASC 260 inclusive of the impact of the Penny Warrants and the Far North JV's net income (loss) attributable to Hut 8 Corp.

(2)

Calculated as the net adjustment to net income (loss) attributable to Hut 8 Corp. – diluted, comprising (i) the reversal of the subsidiary warrant liability fair value remeasurement of ABTC-Gryphon Warrants, net of tax, and the effect of their assumed exercise and (ii) the dilutive effect of American Bitcoin equity awards, in each case to the extent dilutive

(3)

Calculated as net income (loss) attributable to Hut 8 Corp. – basic, divided by weighted average shares of common stock outstanding – basic

(4)

Calculated as net income (loss) attributable to Hut 8 Corp. – diluted, divided by weighted average shares of common stock outstanding – diluted

Note 17. Income taxes

For the nine months ended September 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 nine months ended September 30, 2025, the Company computed its tax provision using the estimated annual effective tax rate method.

For the three months ended September 30, 2026, the Company's income tax expense and effective tax rate were $51.7 million and 21.4%, 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, stock-based compensation, and a change in valuation allowance. For the three months ended September 30, 2025, the Company's income tax expense and effective tax rate were $19.0 million and 27.3%, 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, Subpart F income (i.e., foreign income earned by a controlled foreign corporation that will be taxed to the U.S. taxpayer, regardless of any distribution), American Bitcoin non-deductible asset contribution costs, and outside basis difference in the initial contribution.

For the nine months ended September 30, 2026, the Company's income tax benefit and effective tax rate were $28.7 million and 10.7%, 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, the impact of the IRC Section 162(m) limitation on the deductibility of certain employee compensation, stock-based compensation, and a change in valuation allowance. For the nine months ended September 30, 2025, the Company's income tax expense and effective tax rate were $26.4 million and 32.9%, 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, Subpart F income, American Bitcoin non-deductible asset contribution costs, and outside basis difference in the initial contribution.

Note 18. Concentrations

The Company has only mined Bitcoin during the three and nine months ended September 30, 2026 and September 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 thethree and nine months ended September 30, 2026 and September 30, 2025.

Note 19. 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 9. 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 11. Loans, notes payable, and other financial liabilities.

Note 20. Commitments and contingencies

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

The Bitmain Purchase Agreement prior to the expiry of its Bitcoin redemption option, 2025 ABTC Bitmain Purchase Agreement, and 2026 ABTC Bitmain Purchase Agreement include the following financial commitments: Bitcoin redemption and put options, recognized as derivative assets under ASC 815, measured at fair value at each reporting period, Miner purchase liability representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of Digital assets – pledged for miner purchaseif the redemption right is not exercised. See Note 6. 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 Income (Loss). Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company's defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits, and proceedings to which the Company is subject to either individually or in the aggregate.

Securities Litigation

In February and March 2024, two purported securities class actions were filed in the U.S. District Court for the Southern District of New York against the Company and certain of its current and former officers. The two class actions were consolidated into In re Hut 8 Corp. Securities Litigation, Case No. 24-cv-00904 (VM), and a lead plaintiff was appointed on April 19, 2024. The lead plaintiff filed a consolidated amended complaint on June 14, 2024. The consolidated amended complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. On December 2, 2024, the defendants filed a motion to dismiss the consolidated amended complaint. On January 16, 2025, the lead plaintiff opposed the motion. On February 18, 2025, the defendants filed a reply in further support of the motion to dismiss. On September 12, 2025, the U.S. District Court for the Southern District of New York issued a decision, dismissing all fraud-based Exchange Act claims and most Securities Act claims, leaving two Section 11 and Section 15 claims tied to King Mountain disclosures. On October 24, 2025, the defendants answered the surviving allegations in the amended complaint and amended their answer on November 14, 2025. On February 4, 2026, at the parties' request, the court stayed all proceedings through April 15, 2026. On April 15, 2026, at the parties' request, the court extended the stay of all proceedings through May 22, 2026. On June 18, 2026, the parties entered into an agreement to settle the litigation, and on June 22, 2026, the plaintiff filed a motion for preliminary approval of the settlement. On July 8, 2026, the court signed an order granting preliminary approval of the settlement. A hearing for final approval of the settlement 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, pending the resolution of a motion for summary judgment in In re Hut 8 Corp. Securities Litigation. On September 15, 2026, the parties filed a joint notice of settlement in the Southern District of Florida, and the court signed orders administratively closing all three proceedings before it on the same day. There are five other derivative actions filed in the Southern District of Florida and the Delaware Court of Chancery. One of those actions has been stayed and Defendants have not responded (or been obligated to respond) to the complaints in the remaining four cases.

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 21. 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 issued. Except as described above and below, the Company has concluded no other subsequent events have occurred that require disclosure.

On October 2, 2026, the U.S. Bankruptcy Court for the District of New Jersey approved the Company's acquisition of two data center sites in West Texas from affiliates of Poolin Technology Pte. Ltd. through a Chapter 11 sale process, pursuant to agreements entered into in September 2026. Consideration is up to $180.0 million, consisting of $100.0 million payable at closing and up to $80.0 million contingent on entering into a qualifying data center lease or transfer for AI or HPC use. Closing is scheduled for December 2026, subject to seller extension rights and remaining closing conditions.