0001964789false00019647892025-08-072025-08-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 7, 2025

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)

Registrant’s Telephone Number, Including Area Code: (305) 224 6427

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:

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

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 2.02 Results of Operations and Financial Condition.

On August 7, 2025, Hut 8 Corp. issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished to the U.S. Securities and Exchange Commission 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 it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

 

99.1

Press Release, dated August 7, 2025

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

(Registrant)

Date: August 7, 2025

By: 

/s/ Sean Glennan

Name: 

Sean Glennan

Title:

Chief Financial Officer

3

Exhibit 99.1

Graphic

Hut 8 Reports Second Quarter 2025 Results

Decisive step forward in 2025 strategy with measurable returns on first-quarter investments, structural evolution in asset commercialization profile, and significant near-term growth potential unlocked

Earnings Release Highlights

Revenue of $41.3 million, net income of $137.5 million, and Adjusted EBITDA of $221.2 million.
Total energy capacity under management of 1,020 megawatts (MW) as of June 30, 2025.
~10,800 MW development pipeline with ~3,100 MW of capacity under exclusivity1 as of June 30, 2025.
Strategic Bitcoin reserve of 10,667 Bitcoin with a market value of $1.1 billion as of June 30, 2025.

MIAMI, FL, August 7, 2025 Hut 8 Corp. (Nasdaq | TSX: HUT) (Hut 8 or the Company), an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin mining and high-performance computing, today announced its financial results for the second quarter of 2025.

In the second quarter, we delivered strong revenue and margin performance while advancing a fundamental shift in our asset commercialization profile, said Asher Genoot, CEO of Hut 8. Strategic wins across our Power and Digital Infrastructure segments increased the share of energy capacity under management commercialized under executed agreements with terms of one year or longer to nearly 90% at quarter-end, up from less than 30% a year ago, driving a meaningful shift from merchant exposure to long-term, contracted fees.

These milestones build on the restructuring of our mining business with the launch of American Bitcoin. In addition to completing an oversubscribed private placement and advancing toward a Nasdaq listing, American Bitcoin is now a dedicated anchor tenant for our Power and Digital Infrastructure segments. More broadly, this shift reflects the growing depth of our institutional partnerships, with marquee counterparties such as BITMAIN, Macquarie, Coinbase, and Anchorage each playing a central role in our execution this quarter.

As we work to commercialize AI data center opportunities, we continue to apply the power-first, innovation-driven approach that has long defined our strategy and enabled us to build such partnerships. Initially energized during the quarter, Vega is a clear expression of that strategy: designed in-house and increasingly viewed by prospective partners as a prototype for next-generation AI infrastructure. We believe this level of innovation and execution, grounded in first principles, speed, and capital discipline, not only differentiates us but positions us to be a category-defining leader as the sector continues to evolve.

Second Quarter 2025 Highlights

Power

Generated $5.5 million in second quarter revenue from Power Generation and Managed Services. As American Bitcoin Corp. (American Bitcoin) is a consolidated subsidiary, all revenue generated through its Managed Services agreement with Hut 8 are eliminated in consolidation.

Graphic

~10,800 MW development pipeline with ~3,100 MW of capacity under exclusivity1 as of June 30, 2025.
Secured five-year capacity contracts with the Ontario Independent Electricity System Operator (IESO) for 310 MW of Power Generation assets owned and operated by Far North Power Corp. (Far North), an entity formed by Hut 8 and Macquarie Equipment Finance Ltd. (Macquarie), a subsidiary of Macquarie Group Limited, a global financial services group. The contracts will commence on May 1, 2026.
Commenced Managed Services of 130+ MW of capacity under management for American Bitcoin.
Advanced AI data center development opportunities comprising 430 MW of total capacity, including River Bend, a 592-acre campus in Louisiana where sitework continues.

Digital Infrastructure

Generated $1.5 million in second quarter revenue from ASIC Colocation and CPU Colocation services. As American Bitcoin is a consolidated subsidiary, all revenue generated through its ASIC Colocation agreement with Hut 8 are eliminated in consolidation.
Completed the initial energization of Vega at quarter-end. The 205 MW facility features a new Tier I data center form factor that narrows the gap between legacy air-cooled ASIC infrastructure and liquid-cooled GPU infrastructure with a proprietary, rack-based, direct-to-chip liquid cooling system designed in-house by Hut 8.
Commercialized Vega, where upon full ramp we expect to provide up to 205 megawatts of ASIC Colocation capacity to BITMAIN, and through the execution of our purchase option, American Bitcoin.
Commenced ASIC Colocation services with American Bitcoin for 130+ MW of capacity.

Compute

Generated $34.3 million in second quarter revenue from Bitcoin Mining, GPU-as-a-Service, and Data Center Cloud operations.
Announced a go-public transaction for American Bitcoin pursuant to which Gryphon Digital Mining, Inc. (Nasdaq: GRYP) will acquire American Bitcoin in a stock-for-stock merger transaction. Upon closing, the combined company is expected to operate under the American Bitcoin brand and trade on Nasdaq under the ticker symbol ABTC. Following quarter-end, American Bitcoins registration statement on Form S-4 was declared effective.
Completed an oversubscribed private placement for American Bitcoin, generating aggregate gross proceeds in cash and Bitcoin of approximately $220 million.

Capital Strategy and Balance Sheet

Expanded strategic Bitcoin reserve to 10,667 Bitcoin held in reserve with a market value of $1.1 billion as of June 30, 2025.
Amended the Companys Bitcoin-backed credit facility with Coinbase, expanding the facility from $65 million to up to $130 million, extending the maturity date to June 16, 2026, and transitioning from a floating-rate structure to a fixed interest rate of 9.0%, compared to a stated interest rate ranging from 10.5% to 11.5% between the quarter ended December 31, 2023 and the quarter ended March 31, 2025.

1.

Capacity under exclusivity represents sites where Hut 8 has secured a clear path to ownership through either: (i) an exclusivity agreement that prevents the sale of designated land and power capacity to another party or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment.


Graphic

Key Performance Indicators

Three Months Ended

Six Months Ended

June 30,

June 30,

    

2025

2024

    

2025

2024

Energy capacity under management(1)

1,020 MW

1,117 MW

1,020 MW

1,117 MW

Energy cost per MWh

$

39.82

$

31.71

$

44.39

$

35.40

Number of Bitcoin in strategic reserve(2)

10,667

9,102

10,667

9,102

1.

Energy capacity under management includes all Power assets: Power Generation, Managed Services, ASIC Colocation, CPU Colocation, Bitcoin Mining, Data Center Cloud, and non-operational sites.

2.

Number of Bitcoin in strategic reserve includes Bitcoin held in custody, pledged as collateral, or pledged for a miner purchase under an agreement with BITMAIN.

Select Second Quarter 2025 Financial Results

Revenue for the three months ended June 30, 2025 was $41.3 million compared to $35.2 million in the prior year period, and consisted of $5.5 million in Power revenue, $1.5 million in Digital Infrastructure revenue, and $34.3 million in Compute revenue, and nil in Other revenue.

Net income (loss) for the three months ended June 30, 2025 was $137.5 million compared to a loss of ($72.2) million for the prior year period. This included gains on digital assets of $217.6 million and losses on digital assets of $71.8 million for the three months ended June 30, 2025 and 2024, respectively.

Adjusted EBITDA for the three months ended June 30, 2025 was $221.2 million compared to ($57.5) million for the prior year period. A reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net income (loss), and an explanation of this measure has been provided in the table included below in this press release.

All financial results are reported in U.S. dollars.

Conference Call

The Hut 8 Corp. Second Quarter 2025 Conference Call will commence today, Thursday, August 7, 2025, at 8:30 a.m. ET. Investors can join the live webcast here.

Supplemental Materials and Upcoming Communications

The Company expects to make available on its website materials designed to accompany the discussion of its results, along with certain supplemental financial information and other data. For important news and information regarding the Company, including investor presentations and timing of future investor conferences, visit the Investor Relations section of the Company's website, https://hut8.com/investors, and its social media accounts, including on X and LinkedIn. The Company uses its website and social media accounts as primary channels for disclosing key information to its investors, some of which may contain material and previously non-public information.

Analyst Coverage

A full list of Hut 8 Corp. analyst coverage can be found at hut8.com/investors/stock-info/.


Graphic

About Hut 8

Hut 8 Corp. is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin mining and high-potential computing. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. Our platform spans 1,020 megawatts of energy capacity under management across 15 sites in the United States and Canada: five ASIC Colocation and Managed Services sites in Alberta, New York, and Texas, five high performance computing data centers in British Columbia and Ontario, four power generation assets in Ontario, and one non-operational site in Alberta. For more information, visit www.hut8.com and follow us on X at @Hut8Corp.

Cautionary Note Regarding ForwardLooking Information

This press release 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 press release that address activities, events, or developments that Hut 8 expects or anticipates will or may occur in the future, including statements relating to scaling the Company's platform, commercializing and advancing the Company's data center opportunities, commencing the Company's contracts with IESO, unlocking the Company's near-term growth potential, the commercialization of the Company's Vega site through its hosting arrangement with BITMAIN and (following the execution of the Company's miner purchase option) American Bitcoin, closing the merger of American Bitcoin and Gryphon and completing the combined company's Nasdaq listing, , and the Companys 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.

Statements containing forward-looking information are not historical facts, but instead represent managements 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 press release, 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, 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; construction of new data centers, data center expansions, or data center redevelopment; predicting facility requirements; strategic alliances or joint ventures; operating and expanding internationally; failing to grow hashrate; purchasing miners; relying on third-party mining pool service providers; uncertainty in the development and acceptance of the Bitcoin network; Bitcoin halving events; competition from other methods of investing in Bitcoin; concentration of Bitcoin holdings; 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 Companys filings with the U.S. Securities and Exchange Commission. In particular, see the Companys recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Companys EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca.


Graphic

Adjusted EBITDA

In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit, depreciation and amortization, our share of unconsolidated joint venture depreciation and amortization, foreign exchange gain or loss, gain or loss on sale of property and equipment, gain or loss on derivatives, gain or loss on other financial liability, the removal of non-recurring transactions, loss from discontinued operations, (income) loss attributable to non-controlling interests, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis.

The Companys board of directors and management team use Adjusted EBITDA to assess its financial performance because it allows them to compare operating performance on a consistent basis across periods by removing the effects of capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period.

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in such presentation. The Companys presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. There can be no assurance that the Company will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in the industry, the Companys definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.


Graphic

Hut 8 Corp. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

Three Months Ended

Six Months Ended

June 30,

June 30,

    

2025

    

2024

    

2025

    

2024

Revenue:

  

  

  

  

Power

$

5,492

$

10,530

$

9,872

$

20,468

Digital Infrastructure

 

1,512

 

5,264

 

2,829

 

11,108

Compute

34,295

15,795

50,413

47,933

Other

 

 

3,626

 

 

7,447

Total revenue

 

41,299

 

35,215

 

63,114

 

86,956

Cost of revenue (exclusive of depreciation and amortization shown below):

 

  

 

  

 

  

 

  

Cost of revenue Power

 

5,000

 

5,449

 

8,628

 

9,082

Cost of revenue Digital Infrastructure

 

2,120

 

4,331

 

3,679

 

8,960

Cost of revenue Compute

 

14,656

 

8,670

 

28,128

 

26,356

Cost of revenue Other

2,186

4,385

Total cost of revenue

21,776

20,636

40,435

48,783

Operating expenses (income):

 

 

Depreciation and amortization

 

19,458

 

11,531

 

34,357

 

23,003

General and administrative expenses

 

30,158

 

17,899

 

51,217

 

37,898

(Gains) losses on digital assets

(217,640)

71,842

(105,246)

(202,732)

(Gain) loss on sale of property and equipment

 

(312)

 

 

2,142

 

(190)

Total operating (income) expenses

 

(168,336)

 

101,272

 

(17,530)

 

(142,021)

Operating income (loss)

 

187,859

 

(86,693)

 

40,209

 

180,194

Other income (expense):

 

  

 

  

 

  

 

  

Foreign exchange gain (loss)

3,114

720

3,123

(1,679)

Interest expense

(8,396)

(6,012)

(15,865)

(12,293)

Asset contribution costs

(22,780)

(Loss) gain on derivatives

(18,403)

17,219

2,459

17,219

(Loss) gain on other financial liability

(181)

958

Equity in earnings of unconsolidated joint venture

1,064

2,440

2,429

6,962

Total other (expense) income

 

(22,802)

 

14,367

 

(29,676)

 

10,209

Income (loss) from continuing operations before taxes

 

165,057

 

(72,326)

 

10,533

 

190,403

Income tax (provision) benefit

 

(27,574)

 

1,874

 

(7,369)

 

(2,522)

Net income (loss) from continuing operations

$

137,483

$

(70,452)

$

3,164

$

187,881

Loss from discontinued operations (net of income tax benefit of nil, nil, nil and nil, respectively)

(1,738)

(9,364)

Net income (loss)

137,483

(72,190)

3,164

178,517

Less: Net (income) loss attributable to non-controlling interests

(171)

324

259

493

Net income (loss) attributable to Hut 8 Corp.

$

137,312

$

(71,866)

$

3,423

$

179,010

Net (loss) income per share of common stock:

Basic from continuing operations attributable to Hut 8 Corp.

$

1.32

$

(0.78)

$

0.04

$

2.10

Diluted from continuing operations attributable to Hut 8 Corp.

$

1.18

$

(0.78)

$

0.03

$

2.00

Weighted average number of shares of common stock outstanding:

Basic

104,246,041

90,192,842

103,554,237

89,671,344

Diluted

119,018,761

90,192,842

109,070,208

94,152,139

Net income (loss)

$

137,483

$

(72,190)

$

3,164

$

178,517

Other comprehensive income (loss):

Foreign currency translation adjustments

39,892

(7,362)

41,079

(18,436)

Total comprehensive income (loss)

177,375

(79,552)

44,243

160,081

Less: Comprehensive (income) loss attributable to non-controlling interest

(227)

423

204

557

Comprehensive income (loss) attributable to Hut 8 Corp.

$

177,148

$

(79,129)

$

44,447

$

160,638

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


Graphic

Adjusted EBITDA Reconciliation

Three Months Ended

    

June 30

 

Increase

(in USD thousands)

2025

    

2024

     

(Decrease)

Net income (loss)

$

137,483

$

(72,190)

$

209,673

Interest expense

 

8,396

6,012

2,384

Income tax provision (benefit)

 

27,574

(1,874)

29,448

Depreciation and amortization

 

19,458

11,531

7,927

Share of unconsolidated joint venture depreciation and amortization (1)

 

5,543

7,837

(2,294)

Foreign exchange gain

(3,114)

(720)

(2,394)

Gain on sale of property and equipment

(312)

(312)

Loss (gain) on derivatives

18,403

(17,219)

35,622

Loss on other financial liability

181

181

Non-recurring transactions (2)

3,739

21

3,718

Loss from discontinued operations (net of income tax benefit of nil and nil, respectively)

1,738

(1,738)

(Income) loss attributable to non-controlling interests

(3,786)

324

(4,110)

Stock-based compensation expense

 

7,640

7,010

630

Adjusted EBITDA

$

221,205

$

(57,530)

$

278,735

(1)Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC 323. See Note 9. Investments in unconsolidated joint venture of our Unaudited Condensed Consolidated Financial Statements for further detail.
(2)Non-recurring transactions for the three months ended June 30, 2025 primarily represent approximately $3.5 million of American Bitcoin related transaction costs, and $0.2 million of restructuring costs. Non-recurring transactions for the three months ended June 30, 2024 represent approximately $1.5 million of miner relocation costs, $0.7 million of restructuring costs, offset by a $2.2 million tax refund.

Contacts

Hut 8 Investor Relations
Sue Ennis
ir@hut8.com

Hut 8 Public Relations
Gautier Lemyze-Young

media@hut8.com