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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

April 27, 2026 

(Date of earliest event reported) 

 

HUT 8 CORP.
(Exact name of registrant as specified in its charter)

 

Delaware 001-41864 92-2056803
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
 Identification No.)

 

1101 Brickell Avenue, Suite 1500, Miami, Florida 33131
(Address of principal executive offices) (Zip Code)

 

(305) 224-6427

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock, par value $0.01 per share   HUT   The Nasdaq Stock Market LLC
         

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On April 27, 2026, Hut 8 DC LLC (the “Issuer”), an indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company”), formally announced its intention to offer, subject to market conditions and other factors, $3,248 million aggregate principal amount of senior secured notes due 2042 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Issuer intends to use the proceeds from the Offering to (i) finance a portion of the development and construction of a turnkey data center with 245 megawatts of critical IT capacity and the related substation at the Company's River Bend campus located in St. Francisville, Louisiana (collectively, the “Data Center Project”), (ii) reimburse the Company for a portion of its prior equity contributions to the Issuer that were used to fund capital expenditures relating to the Data Center Project, (iii) fund debt service reserves and (iv) pay fees and expenses in connection with the Offering.

 

Attached hereto as Exhibit 99.1 to this Current Report on Form 8-K is certain illustrative financial information (the “Illustrative Financial Information”) concerning the Data Center Project that has been disclosed by the Issuer in connection with the Offering.

 

The information included in this Item 7.01 and in the Illustrative Financial Information attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

 

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the Data Center Project, statements relating to the completion, size and timing of the Offering, the anticipated use of any proceeds from the Offering, and the terms of the Notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all, and the other factors described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). In particular, see the Company’s recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Illustrative Financial Information of the Data Center Project
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HUT 8 CORP.
     
Dated: April 27, 2026 By: /s/ Victor Semah
  Name: Victor Semah
  Title: Chief Legal Officer

 

 
Exhibit 99.1
 

GRAPHIC

Hut 8 | River Bend Hut 8 | River Bend | Confidential April 2026 Investor Presentation

GRAPHIC

Disclaimer Cautionary Note Regarding Forward-Looking Information This presentation includes “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, “forward looking information”). All information, other than statements of historical facts, included in this presentation that address activities, events or developments Hut 8 Corp. (“Hut 8” or the “Company”) expects or anticipates will or may occur in the future, including statements relating to the Company’s AI data center lease at River Bend, expected NOI contribution and expected levered free cash contribution of the lease, the anticipated delivery timeline for the site, the Company’s anticipated financing plan for the project and the terms thereof, the Company’s development pipeline, and the Company’s future business strategy, competitive strengths, expansion, and growth of the business and operations more generally, and other such matters is forward-looking information. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”, “expect”, “predict”, “can”, “might”, “potential”, “predict”, “is designed to”, “likely,” or similar expressions. In addition, any statements in this presentation that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by Hut 8 as of the date of this presentation, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, risks relating to the construction of new data centers, including cost overruns, delays, supply chain issues, permitting or regulatory hurdles, unexpected technical challenges, and dependency on contractors; risks relating to the financing of new data centers, including the potential dilutive impact of equity issuances (if any), access to capital markets, timing and cost of financing, and market conditions such as increases in interest rates, declining equity valuations, volatility in credit markets, or tightening lending standards; risks impacting our ability to expand the power capacity at the River Bend campus, such as limitations of transmission and/or generation resources; failure of critical systems; geopolitical, social, economic, and other events and circumstances; competition from current and future competitors; risks related to power requirements; cybersecurity threats and breaches; hazards and operational risks; changes in leasing arrangements; Internet-related disruptions; dependence on key personnel; having a limited operating history; attracting and retaining customers; entering into new offerings or lines of business; price fluctuations and rapidly changing technologies; predicting facility requirements; strategic alliances or joint ventures; hedging transactions; potential liquidity constraints; legal, regulatory, governmental, and technological uncertainties; physical risks related to climate change; involvement in legal proceedings; trading volatility; and other risks described from time to time in Company’s filings with the U.S. Securities and Exchange Commission. In particular, see the Company’s recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR profile at sec.gov and SEDAR+ profile at sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect Hut 8; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this presentation as intended, planned, anticipated, believed, sought, proposed, estimated, forecasted, expected, projected or targeted and such forward-looking statements included in this presentation should not be unduly relied upon. The impact of any one assumption, risk, uncertainty, or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and Hut 8’s future decisions and actions will depend on management’s assessment of all information at the relevant time. The forward-looking statements contained in this presentation are made as of the date of this presentation, and Hut 8 expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. Except where otherwise indicated herein, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date of preparation. No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”) or in a transaction exempt from the registration requirements of the Securities Act. Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including expected net operating income (NOI) contribution and expected levered free cash flow. Other companies, including Real Estate Investment Trusts, may calculate expected NOI contribution differently than the Company does and, accordingly, the Company’s expected NOI contribution may not be comparable to similar measures published by such companies. No reconciliation of expected NOI contribution or expected levered free cash flow is included in this presentation because the Company is unable to quantify certain amounts that would be required to be included in operating income without unreasonable efforts as such quantification would imply a degree of precision that would be confusing or misleading to investors. Third Party Information This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by Hut 8 be true. Although Hut 8 believes it to be reliable, it has not independently verified any of the data from third party sources referred to in this presentation or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. Hut 8 does not make any representation as to the accuracy of such information. Notice Regarding Logos and Trademarks All logos, trademarks, and brand names used throughout this presentation belong to their respective owners. Hut 8 Special Note Regarding Projected Financial Data The projected financial data presented in this Presentation may not be indicative of the Issuer’s future results. Such data is not a prediction, should not be relied upon as such and is premised on a number of factors, all of which are inherently uncertain and subject to numerous business, industry, market, regulatory, geo-political, competitive and financial risks that are outside of the Issuer’s control. Any such projected financial data is based on available information and certain assumptions that we believe are reasonable under the circumstances. However, there can be no assurance that the assumptions made in connection with such data will prove accurate, and actual results may differ materially. We make no representations to any person regarding projected financial data and we do not intend to update or otherwise revise any such data to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such data are later shown to be incorrect. If our assumptions prove to be inaccurate, the Issuer’s actual results may differ substantially and materially from these projections.

GRAPHIC

Hut 8 | River Bend | Confidential 34 Indicative cash waterfall and credit metrics Model outputs anchored by conservative debt sizing approach, robust cash flows, and healthy coverage metrics Cash Flow Waterfall ($mm) Totals 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Total Revenue 6,982 -- 171 373 384 395 407 419 432 445 458 472 486 501 516 531 547 444 (-) Operating Expenses and Maintenance -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- Net Operating Income 6,982 -- 171 373 384 395 407 419 432 445 458 472 486 501 516 531 547 444 (-) Expensed Construction Costs (83) -- (83) -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- (-) Interest Expense during Operations (1,982) -- (51) (202) (197) (190) (183) (175) (165) (154) (142) (129) (114) (97) (78) (58) (35) (11) (-) Amortization (3,248) -- -- (63) (96) (112) (128) (146) (165) (185) (208) (232) (258) (286) (316) (348) (383) (323) Levered Free Cash Flow 1,670 -- 37 107 91 93 96 99 102 105 108 111 115 118 122 125 129 110 Debt Profile ($mm) Totals 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Bond Profile BoP -- 3,248 3,248 3,185 3,088 2,977 2,849 2,703 2,538 2,353 2,145 1,913 1,655 1,370 1,054 706 323 (+) Funding 3,248 3,248 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- (-) Mandatory Amortization (3,248) -- -- (63) (96) (112) (128) (146) (165) (185) (208) (232) (258) (286) (316) (348) (383) (323) EoP 3,248 3,248 3,185 3,088 2,977 2,849 2,703 2,538 2,353 2,145 1,913 1,655 1,370 1,054 706 323 -- Credit Metrics Consolidated DSCR 1.31x -- 1.74x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.31x 1.82x Consolidated Leverage 9.20x -- 9.20x 8.42x 7.93x 7.42x 6.90x 6.35x 5.79x 5.21x 4.61x 3.99x 3.36x 2.70x 2.01x 1.31x 0.58x -- Consolidated ICR 1.74x -- 1.74x 1.89x 2.00x 2.13x 2.29x 2.48x 2.72x 3.01x 3.38x 3.88x 4.58x 5.63x 7.37x 10.83x 21.01x 117.98x Note: Line items were calculated on a quarterly basis and aggregated into an annual analysis. Amortization is sculpted to a 1.31x DSCR to repay the debt completely by the end of the initial lease term with payments beginning in Q2 2028. Expensed construction costs represent the costs that are covered with NOI generated prior to data center stabilization. Interest expense reflects illustrative net interest expense on the Notes offered hereby, and not any other indebtedness that we may incur in the future. Interest expense is approximated quarterly and aggregated on an annual basis; it excludes all interest during construction. DSCR, leverage, and ICR are calculated in Q4 of each year on a quarterly basis