Hut 8 Corp.

Our primary sources of liquidity include restricted and unrestricted cash and cash equivalents, restricted short-term investments, debt facilities, Bitcoin held on our balance sheet, equity issuances, senior secured notes, our Revolving Credit Facility, and cash flows from operations. We have secured significant project-level financing, including the $3.25 billion and $4.25 billion of senior secured notes issued by wholly owned subsidiaries of ours in April and June 2026 to fund development at our River Bend and Beacon Point campuses, respectively. In September 2026, we also entered into a $1.07 billion senior secured revolving credit facility at the parent level to support general corporate purposes and working capital needs. We maintain relationships with established capital providers to support our development initiatives and infrastructure buildouts.

Historically, our primary cash needs have been for working capital to support growth initiatives, including infrastructure purchases and development, acquisitions, and equipment financing, including the purchase of additional Bitcoin miners. Going forward, we will continue to prioritize infrastructure development while our ASIC compute operations will mainly be conducted through American Bitcoin, our consolidated subsidiary. In addition to equipment financing for the purchase of additional Bitcoin miners, American Bitcoin's primary cash needs are to support its Bitcoin accumulation efforts, including at-market purchases of Bitcoin. Our infrastructure development needs include the development of our River Bend and fully contracted Beacon Point facilities, each of which is expected to require a multi-billion-dollar capital investment.

Subsequent to September 30, 2026, in October 2026, we repaid the TZRC Secured Promissory Note in full for $26.5 million, comprising $26.4 million of principal and paid-in-kind interest outstanding as of September 30, 2026, plus interest accrued through the repayment date.

In September 2026, we entered into a $1.07 billion senior secured revolving credit facility with a syndicate of lenders, maturing in September 2030. The facility includes a letter of credit sublimit equal to full commitment and provides additional liquidity to support general corporate purposes and working capital needs, including collateral requirements associated with infrastructure development. The facility contains a minimum liquidity covenant that will first be tested for the quarter ending March 31, 2027. See Note 11. Loans, notes payable, and other financial liabilities. As of September 30, 2026, there were no borrowings or letters of credit outstanding under the facility. Subsequent to September 30, 2026, we issued a letter of credit totaling $3.9 million under the Revolving Credit Facility, which reduced available capacity by that amount.

In September 2026, we terminated the Two Prime Credit Agreement, under which $200.0 million of undrawn capacity had been available. We did not draw on the facility at any time prior to its termination.

On December 4, 2024, our board of directors authorized the repurchase of up to $250.0 million of our common stock (the "Repurchase Program"). Repurchases may be made from time to time in open market or privately negotiated transactions, subject to market conditions and other factors, and the program may be suspended or discontinued at any time. During the three months ended September 30, 2026, we repurchased 953,802 shares of our common stock under the Repurchase Program for an aggregate purchase price of $74.7 million, inclusive of immaterial commissions. We funded these repurchases with net proceeds of $74.8 million from the sale of approximately 954 Bitcoin held in our strategic reserve. In October 2026, we repurchased an additional 2,384,677 shares for $175.3 million funded with net proceeds of $175.4 million from the sale of approximately 2,148 Bitcoin. In November 2026, our board of directors authorized an additional $750.0 million under our stock repurchase program, increasing the total authorization from $250.0 million to $1.0 billion. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information.

In June 2026, we completed a private offering of $4.25 billion aggregate principal amount of 6.129% senior secured notes due November 30, 2042 through our wholly owned subsidiary, Beacon Point DC. Net proceeds from the offering are being used to fund the development of our Beacon Point campus, including a turnkey data center with 352 megawatts of critical IT capacity supported by 500 megawatts of utility capacity and an associated substation, and fund debt service reserves and transaction costs. The Beacon Point Notes are secured by first-priority liens on substantially all assets of Beacon Point DC, other than certain excluded property, as well as a pledge of the equity interests in Beacon Point DC held by Beacon Point Holding LLC, the direct parent company of Beacon Point DC. Cash flows generated under the campus's long-term triple-net lease are expected to serve as the primary source of debt service on the Beacon Point Notes. Following the execution of a long-term triple-net lease for the second phase in July 2026, the Beacon Point campus became fully contracted. We are actively pursuing financing for the development and construction of Beacon Point Phase 2.

In May 2026, we entered into a $200.0 million Bitcoin-collateralized term loan with FalconX (the "FalconX Term Loan"), maturing in April 2027 and bearing a fixed interest rate of 7.00%. The facility is structured with an initial collateral ratio of 143%, with margin call and liquidation thresholds at 130% and 105%, respectively. The loan includes a prepayment option after six months without penalty, while early repayment prior to that period is subject to a 0.125%–0.25% fee depending on the circumstances. Proceeds from the facility were used to pay off our loan with Coinbase, which bore a 9.00% interest rate and has since been terminated. We currently intend to repay the FalconX Term Loan prior to maturity.

In May 2026, at the election of Coatue Tactical Solutions Lending Holdings AIV 3 LP ("Coatue"), the $159.3 million outstanding principal balance of the Coatue Note was converted into 9,715,476 shares of our common stock. The conversion reduced outstanding debt by $159.3 million and increased stockholders' equity. We also paid $1.3 million in cash for interest accrued from March 31, 2026 through the conversion date.

In April 2026, we completed a private offering of $3.25 billion aggregate principal amount of 6.192% senior secured notes due November 15, 2042 (the "River Bend Notes") through our wholly owned subsidiary, Hut 8 DC LLC. Net proceeds from the offering are being used to fund the development of our River Bend campus, including a turnkey data center with 245 megawatts of critical IT capacity supported by 330 megawatts of utility capacity and an associated substation, reimburse prior equity contributions, and fund debt service reserves and transaction costs. The River Bend Notes are secured by the River Bend project assets and are non-recourse to the parent company, providing long-term project-level financing to support the development of the River Bend campus. Cash flows generated under the campus's long-term triple-net lease are expected to serve as the primary source of debt service on the River Bend Notes.

Unused proceeds from the River Bend and Beacon Point senior secured notes are held in restricted project accounts, including in restricted cash and cash equivalents and restricted short-term investments, pending deployment toward the development and construction of the respective campuses. These balances generate interest income that partially offsets the interest costs incurred on the related notes. The proceeds remain subject to the applicable restrictions under the respective financing arrangements.

On August 22, 2025, we established our $1.0 billion 2025 ATM, which replaced our prior $500.0 million 2024 ATM program that launched on December 4, 2024. As of August 22, 2025, prior to its termination, we had issued and sold shares under the 2024 ATM for gross proceeds of $299.4 million at a weighted average price of $27.83 per share. As of September 30, 2026, we issued and sold 6,121,993 shares under the 2025 ATM for gross proceeds of $304.3 million at a weighted average issuance price of $49.71 per share. We did not sell any shares under the 2025 ATM during the three months ended September 30, 2026.

On September 3, 2025, American Bitcoin established a $2.1 billion at-the-market equity program (the "American Bitcoin 2025 ATM"). As of September 30, 2026, American Bitcoin issued and sold 12,121,321 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $385.2 million. American Bitcoin did not sell any shares under the American Bitcoin 2025 ATM during the three months ended September 30, 2026.

Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, enter into new lines of business, provide new offerings, compete with existing and new competitors in existing and new markets and offerings, acquire new businesses or pursue strategic transactions, access public and private capital markets, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings.

We believe that cash flows generated from operations, Bitcoin held on our consolidated balance sheet, and other financing sources, including our available revolving credit facility, will be sufficient to meet our anticipated short-term liquidity requirements. For the construction of our River Bend and Beacon Point data center facilities, we expect to fund capital expenditures through a combination of cash and Bitcoin on hand, as well as project-level financing (including the recently completed bond issuances). Over the long term, we expect to rely on access to public and private capital markets to fund growth initiatives not supported by operating cash flows, cash on hand, Bitcoin holdings, or available debt and project-level financing.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities was $5.0 million for the nine months ended September 30, 2026, resulting from a net loss of $240.8 million, partially offset by net non-cash adjustments of $76.8 million and favorable changes in assets and liabilities of $159.0 million, mainly due to interest payable accrued related to financing for River Bend Phase 1 and Beacon Point Phase 1. Net cash used in operating activities was $81.9 million for the nine months ended September 30, 2025, resulting from net income of $53.8 million, offset by non-cash adjustments of $115.9 million and unfavorable changes in assets and liabilities of $19.8 million.

Investing Activities

Net cash used in investing activities was $3.9 billion for the nine months ended September 30, 2026, primarily driven by (i) $2.8 billion of purchases of restricted short-term investments, (ii) $1.1 billion of purchases of property and equipment primarily related to the development of the River Bend and Beacon Point campuses, (iii) $65.3 million of Bitcoin purchases by American Bitcoin, and (iv) $26.0 million of deposits for future sites, partially offset by (i) $74.8 million of proceeds from the sale of digital assets and (ii) $64.8 million of net proceeds from the sale of the Far North JV. Net cash used in investing activities was $451.8 million for the nine months ended September 30, 2025, primarily consisting of (i) $287.8 million in Bitcoin purchased by American Bitcoin, (ii) $147.9 million in property and equipment purchases primarily related to the Vega build out, (iii) $25.0 million in other digital assets purchased, and (iv) $1.0 million related to other intangibles purchases. These outflows were partially offset by (i) $5.2 million in proceeds from the sale of property and equipment, (ii) $3.7 million in proceeds from Bitcoin sales, and (iii) $0.9 million in cash acquired in the ABTC Merger.

Financing Activities

Net cash provided by financing activities was $7.5 billion for the nine months ended September 30, 2026, primarily consisting of (i) $7.7 billion in gross proceeds from the issuance of senior secured notes and a term loan, including $4.25 billion from the Beacon Point Notes, $3.25 billion from the River Bend Notes, and $200.0 million from the FalconX Term Loan, (ii) $144.1 million in net proceeds from the issuance of American Bitcoin's Class A common stock through the American Bitcoin 2025 ATM, (iii) $120.1 million in net proceeds from the issuance of common stock through our 2025 ATM, and (iv) $10.4 million in net proceeds from the issuance of common stock through stock option exercises. These inflows were partially offset by (i) $227.6 million in repayments of loans and notes payable, primarily consisting of the $200.0 million repayment of the Coinbase Credit Agreement, with the remainder primarily related to repayments under the TZRC Secured Promissory Note, (ii) $99.1 million in debt issuance costs paid, (iii) $74.7 million in repurchases and retirements of common stock, (iv) $20.8 million in repayment of a finance lease related to the settlement of a finance lease obligation in connection with the sale of the Far North JV, (v) $10.0 million in cash paid to buy out the non-controlling interest in the Far North JV, and (vi) $1.0 million in principal payments on finance leases. Net cash provided by financing activities was $487.6 million for the nine months ended September 30, 2025, primarily consisting of (i) $65.0 million in proceeds under the Coinbase Credit Agreement, (ii) $9.5 million in net proceeds from covered call options premiums, (iii) $3.5 million in proceeds from funding in relation to our AI Cloud business, (iv) $205.3 million in net cash proceeds from the issuance and sale of American Bitcoin's Class A common stock through a Common Stock Purchase Agreement for a private placement with certain accredited investors, (v) $88.0 million in proceeds from the issuance of American Bitcoin's Class A common stock through the American Bitcoin 2025 ATM, and (vi) $154.8 million in net proceeds from the issuance of our common stock through our 2024 ATM and 2025 ATM. These inflows were partially offset by (i) $36.5 million of repayments of loans payable and (ii) $2.2 million used in principal payments on finance leases.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis and base them on historical experience and other factors we believe to be reasonable under the circumstances. Because these estimates involve judgments about future events and are inherently uncertain, actual results may differ materially from those estimates. Changes in these estimates or assumptions could have a material impact on our results of operations, financial position, and statement of cash flows.

While our significant accounting policies are described in more detail in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, included elsewhere in this Quarterly Report, we believe the following accounting policies and estimates are most critical to understanding and evaluating this management discussion and analysis:

Digital Assets

Accounting for digital assets requires significant judgment, including classification, measurement, presentation, and the determination of fair value. Digital assets pledged as collateral, including under arrangements with Bitmain, require additional judgment in evaluating the appropriate accounting treatment, including whether such assets remain recognized on our Unaudited Condensed Consolidated Balance Sheets. Pledged digital assets remain recognized because we retain ownership and continue to be exposed to changes in market value.

Stock-Based Compensation

We recognize compensation expense for all stock-based payment awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards. For more complex performance awards, including awards with market-based performance conditions, we employ a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to, the expected stock price volatility over the term of the award, the risk-free rate, and dividend yield, if any.

Finite-Lived Intangible Assets

We evaluate the useful lives of our intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Finite-lived intangible assets are amortized over their estimated useful lives and evaluated for impairment at least annually, or when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Determining useful lives and assessing recoverability require management judgment and the use of estimates, including assumptions regarding future cash flows and economic conditions. Changes in these assumptions could materially affect amortization expense or result in impairment charges in future periods.