Financial Analysis

Note 4. Acquisitions Far North acquisition On February 15, 2024, a subsidiary of the Company completed a stalking horse bid to acquire four natural gas power plants in Ontario, Canada in partnership with Macquarie Equipment Finance Ltd. (Macquarie), a subsidiary of Macquarie Group Limited, a global financial services group. The Company completed the transaction through a joint venture between the Company and Macquarie to increase its energy-related assets. The Company recorded the transaction as a business combination and the assets and liabilities of the power plants were recorded at their estimated fair values. The joint venture, of which the Company has 80.1% indirect ownership and the remaining 19.9% of which is owned by Macquarie (the Far North JV), purchased assets, liabilities, and the business operations of four natural gas power plants located in Iroquois Falls, Ontario; North Bay, Ontario; Kapuskasing, Ontario; and Kingston, Ontario. The purchase price of the transaction is represented below: (in USD thousands) Fair value Cash paid by the Company held in deposit $ 7,400 Credit for the equipment invested in the acquisition 7,877 Opening cash invested - Non-controlling interest 2,590 Opening cash invested - Hut 8 2,590 $ 20,457 The aggregate fair value of the transaction is represented below: (in USD thousands) Fair value Consideration transferred $ 17,867 Fair value of non-controlling interest in acquiree 4,459 Aggregate fair value $ 22,326 Total transaction expenses …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 24. Commitments and contingencies Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement The Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement include the following financial commitments: Bitcoin redemption 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 purchase if the redemption right is not exercised. See Note 8. Digital assets for further information on the Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement. Legal and regulatory matters The Company and its subsidiaries are subject at times to various claims, lawsuits, and governmental proceedings relating to the Companys 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 Companys insurance program. The Company maintains property and various types of liability insurance in an effort to protect …

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Note 15. Loans and notes payable Details of the Companys loans and notes payable are as follows: (in USD thousands) December 31, December 31, Issuance Date Maturity Date Interest Rate 2025 2024 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % $ 49,589 $ 84,211 Coinbase Credit Facility June 26, 2023 June 16, 2026 9.00 (1) % 200,000 65,000 Coatue Note (convertible note) June 28, 2024 June 28, 2029 8.00 % 159,285 153,100 Two Prime Credit Facility August 25, 2025 (2) 7.99 % Other financial liability (3) (3) 2,544 Total principal balance 411,418 302,311 Less: unamortized discount and deferred financing costs (1,257) (1,726) Total carrying amount $ 410,161 $ 300,585 Less: current portion 199,926 64,965 Long-term portion $ 210,235 $ 235,620 (1) The interest rate as of December 31, 2024 for the Coinbase credit facility was 10.50% . (2) See Two Prime Credit Facility below for additional information. (3) See Other financial liability below for additional information. The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2025: (in USD thousands) Year ending December 31, 2026 $ 200,000 2027 49,589 2028 2029 159,285 2030 Thereafter Total $ 408,874 During the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, total principal payments of the Companys debt, exclusive of debt extinguishment, were $45.6 million, $34.0 million and $24.7 million, respectively. During the twelve mont …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 19. Stock-based compensation In connection with the Business Combination, the Company adopted 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. 17,644,625 shares of the Companys 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 Companys common stock have been authorized and registered to be issued under the 2021 Plan, and no 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 Hu …

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Note 21. Income taxes For financial reporting purposes, (loss) income before income taxes includes the following components: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 United States $ (195,445) $ (26,630) $ (26,024) Foreign (104,389) 469,176 31,811 Total $ (299,834) $ 442,546 $ 5,787 The components of the benefit (provision) for income taxes consists of: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Current U.S. Federal $ (2,208) $ (1,134) $ (424) U.S. State (910) (126) Foreign 306 (439) Total current (2,812) (1,699) (424) Deferred U.S. Federal $ 41,686 $ (95,436) $ 845 U.S. State 475 (475) Foreign 12,487 (15,847) Total deferred 54,648 (111,758) 845 Discontinued operations U.S. Federal $ $ $ U.S. State Foreign 2,320 Total discontinued operations 2,320 Total income tax benefit (provision) $ 51,836 $ (111,137) $ 421 Upon adoption of ASU 2023-09, as described in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, the reconciliation of the U.S. federal statutory income tax rate to the Companys effective tax rate for the twelve months ended December 31, 2025 was as follows: Twelve Months Ended December 31, (in USD thousands, and in percentages) 2025 U.S. Federal Statutory Rate $ 62,965 21.0 % State and Local Income Taxes, Net of Federal Income Tax Benefit (1) (255) (0.1) % Foreign Tax Effects Canada Federal statutory t …

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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 Companys financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Companys Consolidated Financial Statements properly reflect the change. In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 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. 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 contr …

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Note 23. 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 11. 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 15. Loans, notes payable, and other financial liabilities . On December 30, 2025, pursuant to the Investor Rights Agreement, dated May 9, 2025, by and among American Bitcoin Corp., American Bitcoin Operating LLC and the stockholders of American Bitcoin party thereto (including the Companys subsidiary that holds its interest in American Bitcoin), the boards of directors of each of the Company and America …

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Note 7. Segment information The following table presents revenue and cost of revenue for the Companys reportable segments , reconciled to the Consolidated Statements of Operations and Comprehensive (Loss) Income: Twelve Months Ended Six Months Ended December 31, December 31, (in USD thousands) 2025 2024 2023 Reportable segment revenue: Power $ 41,869 $ 56,602 $ 12,595 Digital Infrastructure 86,236 25,519 5,817 Compute 202,404 80,705 41,347 Other 8,530 669 Eliminations (95,391) (8,971) (559) Total segment and consolidated revenue $ 235,118 $ 162,385 $ 59,869 Reportable segment cost of revenue (exclusive of depreciation and amortization shown below): Cost of revenue Power 23,422 21,538 3,366 Cost of revenue Digital Infrastructure 64,524 15,556 4,276 Cost of revenue Compute 100,240 53,948 26,040 Cost of revenue Other 4,584 577 Eliminations (80,412) (8,971) (559) Total segment and consolidated cost of revenue $ 107,774 $ 86,655 $ 33,700 Reconciling items: Depreciation and amortization (101,901) (47,773) (10,569) General and administrative expenses (137,786) (72,917) (37,547) (Losses) gains on digital assets (220,037) 509,337 32,626 (Loss) gain on sale of property and equipment (4,593) 634 (443) Impairment - other (4,472) Foreign exchange gain (loss) 3,396 (5,000) 1,002 Interest expense (30,073) (29,794) (11,701) Asset contribution costs (22,780) Gain on debt extinguishment 5,966 Gain on derivatives 61,550 6,780 Gain on bargain purchase 3,060 Gain on other financial liability 956 …

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Note 18. Equity Authorized shares The Companys certificate of incorporation, as amended, authorized 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. Business Combination The Business Combination constituted a business combination and was accounted for using the acquisition method of accounting. In addition, a recapitalization of equity structure occurred where the equity structure of the Company reflects the equity structure of the legal parent as a result of the Business Combination, in this case the combined company named Hut 8 Corp. These Consolidated Financial Statements contain recast equity balances resulting from the retroactive application of recapitalization accounting in accordance with GAAP, except where otherwise noted. Pursuant to the terms of the Business Combination Agreement on November 30, 2023, stockholders of USBTC received 0.6716 of a share of the Companys common stock for each share of USBTC common stock. Legacy Hut shareholders received 0.2000 of a share of the Companys common stock for each Legacy Hut common share. All previously outstanding USBTC common stock, all series of previously outstanding USBTC preferred stock, all previously outstanding USBTC stock options, and all previously outstanding USBTC restricted stock awards are presented in the recast Consolidated Statements of Equity, if applicable, and in the accompanying notes on an as-converted basis, conve …

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Note 25. Subsequent events The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Consolidated Financial Statements were available to be issued. Except as described above, the Company has concluded no other subsequent events have occurred that requires disclosure. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing