UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01Other Events.
On February 25, 2026, Hut 8 Corp., a Delaware corporation (the “Company”), entered into Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated as of December 4, 2024, with Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., and Canaccord Genuity Corp., as sales agents, to include Virtu Americas LLC as an additional U.S. sales agent and Virtu Canada Corp. as an additional Canadian sales agent for the Company’s “at-the-market” offering program (as amended, the “Amended Sales Agreement”).
The foregoing description of the Amended Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Sales Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01Financial Statements and Exhibits.
Exhibit No. | Description. |
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1.1 | |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 25, 2026 | ||||
By: | /s/ Victor Semah | |||
Name: | Victor Semah | |||
Title: | Chief Legal Officer | |||
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Exhibit 1.1
Execution Version
HUT 8 CORP.
AMENDMENT NO. 1 TO
CONTROLLED EQUITY OFFERING℠SALES AGREEMENT
February 25, 2026
Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 | Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue – 5th floor New York, NY 10019 |
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Virtu Americas LLC 1633 Broadway New York, NY 10019 | The Benchmark Company, LLC 150 East 58th Street, 17th Floor New York, New York 10155 |
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BTIG, LLC 65 East 55th Street New York, NY 10022 | Canaccord Genuity LLC One Post Office Square, Suite 3000 Boston, MA 02109 |
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Craig-Hallum Capital Group LLC 323 N. Washington Avenue, Suite 300 Minneapolis, MN 55401 | Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 |
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Needham & Company, LLC 250 Park Avenue, 10th Floor New York, New York 10177 | Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 |
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Cantor Fitzgerald Canada Corporation 181 University Avenue Suite 1500 Toronto ON M5H 3M7 | Stifel Nicolaus Canada Inc. 161 Bay Street Suite 3800 Toronto ON M5J 2S1 |
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Virtu Canada Corp. 222 Bay Street | Suite 1720 Toronto, ON M5K 1B7 | Canaccord Genuity Corp. 40 Temperance Street, Suite 2100 Toronto ON M5H 0B4 |
Ladies and Gentlemen:
Reference is made to the Controlled Equity OfferingSM Sales Agreement, dated December 4, 2024 (the “Sales Agreement”), by and among Hut 8 Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC (the “U.S. Agents”) and Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. (the “Canadian Agents”, and together with the U.S. Agents, the “Agents”), pursuant to which, among other things, the Company agreed that, from time to time, during the term of the Sales Agreement, on the terms and subject to the conditions set forth therein, it may issue and sell to or through the Agents, as sales agent or principal, shares of common stock (the “Placement Shares”) of the Company, par value $0.01 per share (the “Common Stock”). All capitalized terms used in this Amendment No. 1 to Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. The Company and the Agents hereby agree to amend the Sales Agreement as set forth in this Amendment as follows:
A. | Amendments to Sales Agreement. The Sales Agreement is amended as follows: |
1. | The definitions of the terms “U.S. Agents,” “Canadian Agents” and “Agents” in the first sentence of the Sales Agreement are hereby amended and restated to read as follows: |
“Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Virtu Americas LLC (the “U.S. Agents”) and Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., Virtu Canada Corp. and Canaccord Genuity Corp. (the “Canadian Agents”, and together with the U.S. Agents, the “Agents”)”.
2. | Section 14 of the Sales Agreement is hereby amended to include: |
Virtu Americas LLC
1633 Broadway
New York, NY 10019
Attention: Virtu ATM
Email: ATM@virtu.com
and
Virtu Canada Corp.
222 Bay Street | Suite 1720
Toronto, ON M5K 1B7
Attention: Virtu ATM
Email: ATMCanada@Virtu.com
3. | The definitions of the terms “U.S. Agents” and “Canadian Agents” in Schedule 1 to the Sales Agreement are hereby amended and restated to read as follows: |
“Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Virtu Americas LLC (the “U.S. Agents”) and Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., Virtu Canada Corp. and Canaccord Genuity Corp. (the “Canadian Agents”)”.
4. | Schedule 3 to the Sales Agreement is hereby amended to include: |
Virtu Americas LLC
Jeff Lumby [***]
Joshua R. Feldman [***]
2
Conor Lumby [***]
With copies to:
[***]
Virtu Canada Corp.
[***]
B. | Supplement. The Company shall file a supplement to the Prospectus Supplement pursuant to Rule 424(b) of the Securities Act reflecting the terms of this Amendment within two business days of the date hereof. |
C. | No Other Amendments; References to Sales Agreement. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect. All references to the Sales Agreement in the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. |
E. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by one party to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com). |
F. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. |
[Remainder of page intentionally left blank.]
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If the foregoing correctly sets forth the understanding among the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 to Sales Agreement and your acceptance shall constitute a binding agreement among the Company and each of the Agents.
| Very truly yours, | |
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| HUT 8 CORP. | |
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| By: | /s/ Sean Glennan |
| Name: | Sean Glennan |
| Title: | Chief Financial Officer |
[Signature Page to Amendment No. 1 to Sales Agreement]
Accepted and agreed to as of the date first above written:
Cantor Fitzgerald & Co. | | |
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By: | /s/ Sameer Vasudev | |
Name: | Sameer Vasudev | |
Title: | Managing Director | |
Keefe, Bruyette & Woods, Inc. | | |
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By: | /s/ Ruben Sahakyan | |
Name: | Ruben Sahakyan | |
Title: | Managing Director | |
Virtu Americas LLC | | |
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By: | /s/ Joshua R. Feldman | |
Name: | Joshua R. Feldman | |
Title: | Managing Director | |
The Benchmark Company, LLC | | |
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By: | /s/ John J. Borer III | |
Name: | John J. Borer III | |
Title: | Senior Managing Director, Head of Investment Banking | |
BTIG, LLC | | |
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By: | /s/ Dean O’Connor | |
Name: | Dean O’Connor | |
Title: | Managing Director | |
Canaccord Genuity LLC | | |
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By: | /s/ Jason Partenza | |
Name: | Jason Partenza | |
Title: | Managing Director | |
[Signature Page to Amendment No. 1 to Sales Agreement]
Craig-Hallum Capital Group LLC | | |
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By: | /s/ Rick Hartfiel | |
Name: | Rick Hartfiel | |
Title: | Partner | |
Maxim Group LLC | | |
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By: | /s/ Ritesh Veera | |
Name: | Ritesh Veera | |
Title: | Co-Head of Investment Banking | |
Needham & Company, LLC | | |
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By: | /s/ Matthew Castrovince | |
Name: | Matthew Castrovince | |
Title: | Managing Director | |
Roth Capital Partners, LLC | | |
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By: | /s/ Aaron M. Gurewitz | |
Name: | Aaron M. Gurewitz | |
Title: | Co-Chief Executive Officer and Head of Investment Banking | |
Cantor Fitzgerald Canada Corporation | | |
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By: | /s/ Elan Shevel | |
Name: | Elan Shevel | |
Title: | Chief Compliance Officer | |
Stifel Nicolaus Canada Inc. | | |
| | |
By: | /s/ Rosemary Teixeira | |
Name: | Rosemary Teixeria | |
Title: | Managing Director | |
[Signature Page to Amendment No. 1 to Sales Agreement]
VIRTU CANADA CORP. | | |
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By: | /s/ Ryan Quattrini | |
Name: | Ryan Quattrini | |
Title: | Chief Financial Officer | |
Canaccord Genuity Corp. | | |
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By: | /s/ Michael Kogan | |
Name: | Michael Kogan | |
Title: | Managing Director | |
[Signature Page to Amendment No. 1 to Sales Agreement]