78 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like
them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Show the other 73
transactions Issuance of common stock – at-the-market offering, net of 2,101,363 21 120,099 — — — 120,120
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issuance costs Issuance of common stock – stock option exercises 124,619 1 47 — — — 48 Issuance of common stock – restricted stock unit 228,910 2 (2) — — — —
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settlements Stock-based compensation — — 50,980 — — — 50,980 Foreign currency translation adjustments — — — — 5 (9,315) (9,310) Exercise of warrants issued by subsidiary — — (283) — 283 — — Sale of the Far North JV and non-controlling interest — — (7,815) — (2,212) 67 (9,960)
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Corp., net of issuance costs Issuance of Class A common stock by American Bitcoin — — (646) — 646 — —
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Corp. – restricted stock unit settlements Deferred income tax on American Bitcoin Corp. – equity — — (560) — — — (560)
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transactions Issuance of common stock – convertible note conversion 9,715,476 97 158,545 — — — 158,642 Issuance of common stock – stock option exercises 748,648 8 10,276 — — — 10,284 Issuance of common stock – restricted stock unit 180,185 2 (2) — — — —
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The Company's investments primarily consist of available-for-sale ("AFS") securities. AFS debt securities include commercial paper, U.S. government securities, and corporate debt securities. AFS debt securities are recorded at fair value with unrealized gains and losses recorded in Accumulated other comprehensive (loss) income. AFS securities with original maturities greater than three months at the date of purchase are included in Restricted short-term investments in the Company's Unaudited Condensed Consolidated Balance Sheets. Interest, dividends, amortization, and accretion on these investments are included within Interest income in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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The cost of AFS securities sold is based on the specific identification method. Realized gains and losses on the sale of AFS investments are recorded in Other (expenses) income.
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For AFS debt securities in an unrealized loss position, the Company first evaluates whether it intends to sell, or whether it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either condition is met, the difference between the amortized cost and fair value is recognized in earnings. If the Company does not intend to sell and is not required to sell the security before recovery, the Company evaluates whether the decline is due to credit-related factors. Losses due to credit-related factors, if any, are recognized through an allowance for credit losses with a corresponding charge to earnings, and any remaining unrealized loss is recognized in Other comprehensive income (loss).
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In January 2024, the Company acquired 374,261 shares of Class A common stock of Ionic Digital Inc. ("Ionic") for $6.4 million in cash pursuant to a contribution agreement and recorded the amount in Other investments in the Company's Unaudited Condensed Consolidated Balance Sheets. Prior to Ionic's Class A common stock becoming publicly traded in July 2026, the investment was accounted for under the measurement alternative in FASB ASC Topic 321, Investments - Equity Securities ("ASC 321"), at cost less impairment, adjusted for observable price changes. Following Ionic's public listing of its Class A common stock, the investment is measured at fair value using quoted market prices (Level 1), with changes in fair value recognized in Other (expenses) income in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2026, the Other investments had a fair value of $30.1 million, and the Company recognized an unrealized gain of $23.7 million for the three and nine months ended September 30, 2026.
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Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company's market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
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In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company's principal market, which is the Coinbase exchange. As such, the Company's digital assets were determined to be Level 1 assets.
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The Company determines the fair value of its other investments using quoted prices in active markets for identical securities (Level 1), and the Company determines the fair value of its restricted short-term investments using a market approach utilizing observable market inputs (Level 2).
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The Company estimates the fair value of its Bitcoin redemption and put options using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset's implied volatility, the risk-free interest rate, and the expected term of the redemption option. As of September 30, 2026, these options were only held by American Bitcoin Corp.
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See Derivatives below for a description of certain of the Company's derivative instrument accounting policies.
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See Note 5. Fair value measurements and investments for information regarding the Company's assets and liabilities measured at fair value on a recurring basis and their classification within the fair value hierarchy.
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Digital assets are accounted for as intangible assets in accordance with ASC Topic 350-60, Intangibles - Goodwill and Other, Crypto Assets ("ASC 350-60") after early adoption of ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"), and are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price from the Company's principal market, which is the Coinbase exchange, in accordance with ASC 820. Since digital assets are traded on a 24-hour basis, the Company utilizes the price as of midnight UTC time, which aligns with the Company's Bitcoin mining revenue recognition cut-off. Changes in fair value are recognized in (Gain) loss on digital assets, within Operating income (loss) in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). When the Company sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a first-in, first-out basis and are also recorded within the same line item (Gain) loss on digital assets.
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Cash proceeds as a result of digital assets received from Bitcoin mining that are converted nearly immediately into cash are classified as operating activities in the Company's Unaudited Condensed Consolidated Statements of Cash Flows. Cash proceeds from other sales of digital assets are classified as investing activities in the Company's Unaudited Condensed Consolidated Statements of Cash Flows.
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Digital assets are classified as current assets when the Company expects to sell or otherwise use them within twelve months of the balance sheet date, including Bitcoin designated for sale subsequent to period end, Bitcoin pledged as collateral under borrowings maturing within twelve months that are not expected to be refinanced, and Bitcoin pledged for miner purchases for which the redemption period ends within twelve months. All other digital assets are classified as non-current.
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The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its long-lived assets, including property and equipment, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability at the asset group level, representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability is assessed by comparing the carrying amount of the asset group to the undiscounted expected future cash flows from its use and eventual disposition. If the expected future undiscounted cash flows are less than the carrying amount of the asset group, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the asset group.
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When recognized, impairment losses related to long-lived assets held and used in operations are recorded as operating expenses in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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For the nine months ended September 30, 2026 and 2025, no impairment losses related to long-lived assets were recorded.
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Goodwill represents the cost of a business acquisition in excess of the fair value of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at the reporting unit level at least annually and between annual tests whenever events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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During the third quarter of 2026, the Company changed the timing of its annual goodwill impairment test from December 31 to September 30. The Company believes this change is preferable as it better aligns with its annual financial reporting and planning processes. The change did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements.
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In performing the goodwill impairment test, the Company may first perform a qualitative assessment, which requires the Company to consider relevant events and circumstances, including changes in macroeconomic conditions, industry and market conditions, financial performance, business strategy and other reporting unit-specific factors.
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If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or elects to bypass the qualitative assessment, the Company performs a quantitative goodwill impairment test by comparing the fair value of the reporting unit to its carrying amount, including goodwill. To determine the fair value, the Company uses the income approach, the market approach, or both, depending on which best reflects the fair value of the reporting unit in the circumstances. The income approach is based on estimated discounted future cash flows, and the market approach is based on comparable publicly traded companies in similar lines of business. Cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. An impairment loss is recognized to the extent the carrying amount of the reporting unit exceeds its fair value, limited to the goodwill allocated to the reporting unit.
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When recognized, goodwill impairment losses are recorded as operating expenses in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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For the nine months ended September 30, 2026 and 2025, no goodwill impairment losses were recorded.
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The Company capitalizes interest cost incurred on its project-level debt during the period required to construct, develop, and prepare qualifying assets for their intended use, in accordance with FASB ASC Topic 835-20, Interest - Capitalization of Interest ("ASC 835-20"). Qualifying assets consist of data center and energy infrastructure projects under construction for which expenditures have been incurred and construction activities are in progress. Capitalization of interest commences when expenditures for the qualifying asset have been made, activities necessary to prepare the asset for its intended use are underway, and interest cost is being incurred; it ceases when the asset is substantially complete and ready for its intended use.
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The total amount of interest capitalized in any period does not exceed the total interest cost incurred during that period. Capitalized interest is recorded within property and equipment as part of construction in progress.
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For investments with unrealized loss positions, the Company does not intend to sell these securities, and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of September 30, 2026. No security has been in a loss position for twelve months or more as of September 30, 2026.
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Accrued restricted interest receivable is excluded from the amortized cost and fair value of the Company's marketable securities. Accrued restricted interest receivable of $8.7 million and nil were presented separately within Deposits, prepaid expenses, and other assets on the Company's Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. The Company does not measure an allowance for credit losses on accrued restricted interest receivable and writes off uncollectible amounts by reversing interest income in the period in which such amounts are determined to be uncollectible.
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As of September 30, 2026, the Company's Bitcoin was either held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company's ownership and pledged as collateral under a borrowing arrangement, or held by Bitmain Technologies Delaware Limited (together with its affiliates, "Bitmain") for the Bitcoin pledged in connection with the 2025 ABTC Bitmain Purchase Agreement (as defined below) and 2026 ABTC Bitmain Purchase Agreement (as defined below) for miner purchases from them. The details of the Bitcoin are as follows: Amount Number of digital assets (in USD thousands) September 30, December 31, September 30, December 31,
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To fund repurchases of its common stock under its stock repurchase program (see Note 14. Equity), Hut 8 sold approximately 954 Bitcoin for aggregate net proceeds of $74.8 million during the three months ended September 30, 2026, and approximately 2,148 Bitcoin for aggregate net proceeds of $175.4 million in October 2026.
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Note 7. Property and equipment, net The components of property and equipment were as follows: (in USD thousands) September 30, 2026 December 31, 2025 ────────────────────────────────────────────────────────────────────────────────────── Mining infrastructure $149,430 $145,354 Miners and mining equipment 420,969 393,467 Data center infrastructure 11,573 16,776 Computer and network equipment 7,225 9,411 Leasehold improvements 1,805 1,836 Land and land improvements 122,809 46,095 AI GPUs 42,573 42,573 Construction in progress 1,296,349 77,403 Furniture, fixtures, and equipment 1,132 - Buildings and building improvements 5,464 - Property and equipment, gross 2,059,329 732,915 Less: Accumulated depreciation (197,580) (89,671) Property and equipment, net $1,861,749 $643,244 Depreciation and amortization expense related to property and equipment was $39.3 million and $26.9 million for the three months ended September 30, 2026 and September 30, 2025, respectively.
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Note 8. Deposits, prepaid expenses, and other assets The components of deposits, prepaid expenses, and other assets are as follows: (in USD thousands) September 30, 2026 December 31, 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Current Prepaid insurance $ 2,619 $ 5,643 Prepaid electricity 6,631 14,903 Deposits for site development 10,308 157,596 Deposits for future site purchases 29,281 6,724 Debt issuance costs 2,615 - Restricted interest receivable 8,668 - Other deposits 5,484 4,466 Total current deposits, prepaid expenses, and other assets $ 65,606 $ 189,332 Non-current Deposits related to electricity supply under electricity supply agreement $ 5,724 $ 6,173 Lease deposits 3,331 2,097 Debt issuance costs 7,846 - Other deposits - 44 Total non-current deposits, prepaid expenses, and other assets $ 16,901 $ 8,314 Total deposits, prepaid expenses, and other assets $ 82,507 $ 197,646
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Note 10. Goodwill The Company performed its annual goodwill impairment test as of September 30, 2026, its new annual testing date (see Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements - Impairment of goodwill), in accordance with FASB ASC Topic 350, Intangibles - Goodwill and Other ("ASC 350"). The Company's goodwill is fully attributable to its Compute reporting unit, which is its Compute operating segment and reportable segment. The Company elected to bypass the qualitative assessment and proceeded directly to a quantitative impairment test. The quantitative impairment test used the income approach, based on future estimated cash flows discounted to their present value, to estimate the fair value of the reporting unit. The estimated fair value exceeded the carrying amount of the reporting unit, and no goodwill impairment was necessary. Goodwill decreased from $210.1 million as of December 31, 2025 to $208.2 million as of September 30, 2026 due to foreign currency translation adjustments. The Company had no accumulated goodwill impairment losses as of September 30, 2026 and December 31, 2025.
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Note 11. Loans, notes payable, and other financial liabilities Details of the Company's loans, notes payable, and other financial liabilities are as follows: September 30, December 31, (in USD thousands) Maturity Date Interest Rate 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Recourse debt: Revolving Credit Facility September 24, 2030 (1) $ - $ - Coatue Note (convertible note) June 28, 2029 8.00% - 159,285 Less: unamortized discount and debt issuance costs - (680) Total recourse debt, net of unamortized discount and issuance costs - 158,605 Non-recourse debt: Beacon Point Notes November 30, 2042 6.129% 4,250,000 - FalconX Term Loan April 30, 2027 7.00% 200,000 - River Bend Notes November 15, 2042 6.192% 3,250,000 - Two Prime Credit Facility (2) 7.99% - - Coinbase Credit Facility June 16, 2026 9.00% - 200,000 TZRC Secured Promissory Note April 8, 2027 15.25% 26,410 49,589 Less: unamortized discount and debt issuance costs (98,185) (577) Total non-recourse debt, net of unamortized discount and issuance costs 7,628,225 249,012 Other financial liability (3) (3) 3,275 2,544 Total carrying amount $ 7,631,500 $ 410,161 Less: current portion 226,130 199,926 Total non-current portion $ 7,405,370 $ 210,235 (1) See Revolving Credit Facility below for additional information (2) See Two Prime Credit Facility below for additional information (3) See Other financial liability below for additional information
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In October 2026, the Company paid the remaining principal balance and PIK interest of the TZRC Secured Promissory Note in full. The remaining unamortized debt discount was recorded to interest expense upon repayment in October 2026.
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Revolving Credit Facility On September 24, 2026, the Company entered into a credit agreement (the "Revolving Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto from time to time, providing for a $1.07 billion senior secured revolving credit facility (the "Revolving Credit Facility"), including a $1.07 billion letter of credit sublimit. The Revolving Credit Facility matures on September 24, 2030, and amounts may be borrowed, repaid, and reborrowed until maturity. Borrowings bear interest, at the Company's option, at Adjusted Term Secured Overnight Financing Rate ("SOFR") (subject to a 0.00% floor) plus 1.50% to 2.00% per annum or an alternate base rate plus 0.50% to 1.00% per annum, based on the Company's consolidated total debt to market capitalization ratio, and the Company pays a commitment fee of 0.25% per annum on unused commitments. The obligations under the Revolving Credit Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first-priority lien on substantially all of the assets of the Company and the guarantors, subject to certain exclusions. The Revolving Credit Agreement contains customary affirmative and negative covenants and events of default, and, beginning with the fiscal quarter ending March 31, 2027, requires the Company to maintain minimum liquidity of 40% of the aggregate commitments prior to the Stabilization Date (as defined therein) and 25% thereafter. Debt issuance costs of $10.5 million were recorded in Deposits, prepaid expenses, and other assets and are being amortized to interest expense over the term of the Revolving Credit Facility. As of September 30, 2026, the Company had no outstanding borrowings. Subsequent to September 30, 2026, the Company issued a letter of credit totaling $3.9 million under the Revolving Credit Facility. Other financial liability In February 2025, a consolidated subsidiary of the Company entered into a simple agreement for future equity ("SAFE agreement") for a purchase amount of $3.5 million with a related party entity controlled by a person related to a member of the issuing subsidiary's management. Pursuant to the terms of the SAFE agreement, on the closing of equity financing while the SAFE agreement is outstanding, the SAFE agreement will automatically convert into the number of shares of preferred stock of the subsidiary equal to the purchase amount divided by the lowest price per share of the Standard Preferred Stock (as defined in the SAFE agreement). The SAFE agreement was classified as a liability pursuant to ASC 480. The SAFE agreement is subject to revaluation at the end of each reporting period, with changes in its fair value recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2026, solely for the purposes of estimating the fair value of the SAFE agreement, the Company estimated an equity conversion probability of 85% within 12 months and a SAFE agreement liquidity event probability of 15% within 12 months. The Company also included the following inputs in estimating the fair value of the SAFE agreement using the PWERM: September 30, 2026 ─────────────────────────────────────────────────────────────── Risk-free interest rate 4.10% - 4.50 % Credit spread 20.60% The following table provides a summary of activity and change in fair value of the SAFE agreement (Level 3 liability): Three Months Ended Nine Months Ended September 30, September 30, (in USD thousands) 2026 2025 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Balance, beginning of period $ 3,303 $ 2,542 $ 2,544 $ - Additions - - - 3,500 Change in fair value (28) 237 731 (721) Balance, end of period $ 3,275 $ 2,779 $ 3,275 $ 2,779
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During the nine months ended September 30, 2026, the Company (1) sold call options on 2,000 Bitcoin notional and received $0.9 million in cash, with the options subsequently expiring with the underlying reference price below their strike prices; (2) sold call options on 2,000 Bitcoin notional and received $1.6 million in cash; and (3) recorded an unrealized gain of $0.6 million related to changes in the fair value of outstanding call options.
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During the nine months ended September 30, 2025, the Company purchased Investment Tokens pursuant to a TPA. For purchased but yet to be received Investment Tokens, an embedded derivative was identified and separated from the TPA host contract. The Company accounted for the TPA host contract at cost, while the separated embedded derivative from Investment Tokens was accounted for as a derivative liability carried at fair value in accordance with ASC 815. The fair value of the separated embedded derivative from Investment Tokens was determined based on its intrinsic value, which is the difference between the market price of the Investment Tokens on measurement date and the purchase price. The separated embedded derivative from Investment Tokens was a Level 2 liability given all inputs used to estimate its fair value were observable, but the derivative itself was not traded in an active market. The initial fair value of the separated embedded derivative from Investment Tokens was nil and the fair value as of September 30, 2025 was $5.4 million. The separated embedded derivative from Investment Tokens was derecognized in 2025 when the Company received custody of its Investment Tokens. See Note 6. Digital assets for further information on the Investment Tokens.
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On September 3, 2025, in accordance with the terms of the ABTC Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the "First Merger") as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the "First Merger Surviving Corporation") and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the "Second Merger" and, taken together with the First Merger, the "ABTC Merger") as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed American Bitcoin Corp. ("American Bitcoin") after the completion of the ABTC Merger (the "Closing"). In connection with the ABTC Merger, warrants to purchase Gryphon common stock (the "ABTC-Gryphon Warrants") outstanding immediately before the ABTC Merger were assumed by American Bitcoin. Post-ABTC Merger, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of American Bitcoin. The ABTC-Gryphon Warrants have an exercise price of $1.50 per share after giving effect to the ABTC Merger and the ABTC Reverse Stock Split (as defined in Note 14. Equity), neither of which resulted in an adjustment to the exercise price. These warrants expire in January 2035. In connection with the ABTC Merger, American Bitcoin assumed 91,551 ABTC-Gryphon Warrants. As of September 30, 2026, there were 5,947 ABTC-Gryphon Warrants outstanding. These warrant quantities reflect the effect of the ABTC Reverse Stock Split; see Note 14. Equity for additional information. The ABTC-Gryphon Warrants meet the definition of a derivative under ASC 815, and due to the terms of the warrants, are required to be liability classified. The ABTC-Gryphon Warrants are carried at fair value, and are Level 3 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements. As of September 30, 2026, the Company estimated the fair value of the ABTC-Gryphon Warrants using the Black-Scholes pricing model with the following inputs: September 30, 2026 ──────────────────────────────────────────────────────────────── Exercise price $ 1.50 Expected price volatility 110% Risk-free interest rate 5.17% Expected term (in years) 8.30 Dividend yield - % The following table provides a summary of activity and change in fair value of the ABTC-Gryphon Warrants (Level 3 derivative liability). Three Months Ended Nine Months Ended September 30, September 30, (in USD thousands) 2026 2025 2026 2025 Balance, beginning of period $ 55 - $ 146 - ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── ABTC-Gryphon Warrants assumed in ABTC Merger - 9,011 - 9,011 Exercise of warrants - (8,414) - (8,414) Change in fair value (6) (26) (97) (26) Balance, end of period $ 49 $ 571 $ 49 $ 571
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shares of price intrinsic contractual (in USD thousands, except share and per share amounts) Far North JV (per share) value life (in years) Outstanding as of December 31, 2025 2,000,000 $ (1) $ 1,823 2.1 Exercised (2,000,000) (1) 3,421 Outstanding as of September 30, 2026 - $ $ - - (1) Represents little cash consideration of less than a penny per share. Accumulated other comprehensive loss The changes in accumulated other comprehensive loss, net of tax, are as follows: December 31, Net September 30, (in USD thousands) 2025 Change 2026 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Foreign currency translation adjustment loss $ (10,432) $ (24,429) $ (34,861) Unrealized loss on restricted short-term investments, net of tax - (1,841) (1,841) Total $ (10,432) $ (26,270) $ (36,702)
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The following table presents a summary of the activity of the American Bitcoin restricted stock units:
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The following is a reconciliation of the numerator and denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, (in USD thousands, except share and per share amounts) 2026 2025 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Numerator: Net income (loss) attributable to Hut 8 Corp. $ 131,071 $ 50,109 $ (238,969) $ 53,532 Subsidiary Penny Warrant adjustment to net income (loss) attributable to Hut 8 Corp.(1) - 234 (51) 519 Net income (loss) attributable to Hut 8 Corp. - basic $ 131,071 $ 50,343 $ (239,020) $ 54,051 Effect of dilutive shares on net income (loss): Effect of convertible note and separated embedded derivative from the convertible note, net of tax - 2,433 - - Effect of subsidiary warrant liability and equity awards on net income (loss) attributable to Hut 8 Corp. - diluted (2) (53) (19) (76) (19) Net income (loss) attributable to Hut 8 Corp. - diluted $ 131,018 $ 52,757 $ (239,096) $ 54,032 Denominator: Weighted average shares of common stock outstanding - basic 122,946,550 105,565,856 117,541,695 104,232,145 Dilutive impact of outstanding equity awards 11,058,027 6,480,464 - 5,841,001 Dilutive impact of convertible note - 9,715,476 - - Weighted average shares of common stock outstanding - diluted 134,004,577 121,761,796 117,541,695 110,073,146 Net income (loss) per share of common stock: Basic attributable to Hut 8 Corp. (3) $ 1.07 $ 0.48 $ (2.03) $ 0.52 Diluted attributable to Hut 8 Corp.(4) $ 0.98 $ 0.43 $ (2.03) $ 0.49 (1) Calculated as the difference between the Far North JV's, a former consolidated subsidiary that issued Penny Warrants, net income (loss) attributable to Hut 8 Corp. under ASC 260 inclusive of the impact of the Penny Warrants and the Far North JV's net income (loss) attributable to Hut 8 Corp. (2) Calculated as the net adjustment to net income (loss) attributable to Hut 8 Corp. - diluted, comprising (i) the reversal of the subsidiary warrant liability fair value remeasurement of ABTC-Gryphon Warrants, net of tax, and the effect of their assumed exercise and (ii) the dilutive effect of American Bitcoin equity awards, in each case to the extent dilutive (3) Calculated as net income (loss) attributable to Hut 8 Corp. - basic, divided by weighted average shares of common stock outstanding - basic (4) Calculated as net income (loss) attributable to Hut 8 Corp. - diluted, divided by weighted average shares of common stock outstanding - diluted
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Note 21. Subsequent events The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued. Except as described above and below, the Company has concluded no other subsequent events have occurred that require disclosure. On October 2, 2026, the U.S. Bankruptcy Court for the District of New Jersey approved the Company's acquisition of two data center sites in West Texas from affiliates of Poolin Technology Pte. Ltd. through a Chapter 11 sale process, pursuant to agreements entered into in September 2026. Consideration is up to $180.0 million, consisting of $100.0 million payable at closing and up to $80.0 million contingent on entering into a qualifying data center lease or transfer for AI or HPC use. Closing is scheduled for December 2026, subject to seller extension rights and remaining closing conditions.
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• $1.07 Billion Senior Secured Revolving Credit Facility. In September 2026, we entered into a four-year, $1.07 billion senior secured revolving credit facility (the "Revolving Credit Facility") with a syndicate of lenders, including JPMorgan Chase Bank, N.A., which is serving as administrative agent and collateral agent. The Revolving Credit Facility provides committed financing capacity at the parent level to fund development and interim working capital needs. Within the total commitment, the facility includes a $1.07 billion letter of credit sublimit to support site development collateral requirements, including interconnection deposits and utility and vendor obligations, reducing the need to post cash collateral. Borrowings bear interest, at our option, at Adjusted Term Secured Overnight Financing Rate ("SOFR") (subject to a 0.00% floor) or an alternate base rate plus an applicable margin based on our consolidated total debt-to-market-capitalization ratio. As of September 30, 2026, no borrowings were outstanding under the facility. Subsequent to September 30, 2026, a letter of credit totaling $3.9 million was issued under the facility.
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• Poolin Asset Acquisition. In September 2026, we entered into agreements to acquire two data center sites in West Texas from affiliates of Poolin Technology Pte. Ltd. through a Chapter 11 sale process. The sites have up to 230 MW in energy capacity subject to final power approvals and infrastructure development, to support AI and HPC workloads. Consideration is up to $180.0 million, consisting of $100.0 million payable at closing and up to $80.0 million contingent on entering into a qualifying data center lease or transfer for AI or HPC use. On October 2, 2026, the U.S. Bankruptcy Court for the District of New Jersey approved the sale. Closing is scheduled for December 2026, subject to seller extension rights and remaining closing conditions.
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• Bitcoin Sales and Share Repurchases. During the three months ended September 30, 2026, we sold approximately 954 Bitcoin for aggregate net proceeds of $74.8 million and repurchased 953,802 shares of our common stock for $74.7 million, at an average price of $78.32 per share, under our $250.0 million stock repurchase program. In October 2026, we sold approximately 2,148 Bitcoin for aggregate net proceeds of $175.4 million and repurchased an additional 2,384,677 shares of our common stock for $175.3 million, at an average price of $73.49 per share. In November 2026, our board of directors approved an additional $750.0 million under our stock repurchase program, increasing the total authorization from $250.0 million to $1.0 billion.
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• Other Capital Transactions. In September 2026, following the closing of our Revolving Credit Facility, we terminated the undrawn $200.0 million Two Prime credit facility. On October 5, 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.
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The Digital Infrastructure segment consists of ASIC Infrastructure, CPU Infrastructure, and AI Infrastructure.
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(Loss) gain on derivatives and other financial liabilities (62,750) 4,930 (67,680)
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Less: Net income attributable to non-controlling interests (58,423) (503) (57,920)
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Unrealized loss on restricted short-term investments, net of tax (1,841) — (1,841)
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Less: Comprehensive income attributable to non-controlling interest (58,423) (494) (57,929)
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(Loss) gain on derivatives and other financial liabilities (4,286) 8,347 (12,633)
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Less: Net loss (income) attributable to non-controlling interests 1,814 (244) 2,058
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Unrealized loss on restricted short-term investments, net of tax (1,841) — (1,841)
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Less: Comprehensive loss (income) attributable to non-controlling interest 1,809 (290) 2,099
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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.
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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.
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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.
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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.
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Market risk
Our Bitcoin-linked derivative instruments consist of the Bitcoin redemption and put options under American Bitcoin's purchase agreements with Bitmain and our call options sold on Bitcoin. As of September 30, 2026, the fair value of these derivative assets and liabilities was a net asset of $114.7 million. We estimate fair value using the Black model, and the principal inputs are the forward price of Bitcoin, its implied volatility, the risk-free interest rate, and the expected term of the options. Because the options are not valued linearly to the price of Bitcoin, increases and decreases of the same magnitude will not have symmetrical effects. A 10% decrease in the price of Bitcoin, holding all other variables constant, would result in an approximate $20.8 million net increase in the fair value of the derivative assets and liabilities, and a 10% increase in the price of Bitcoin, holding all other variables constant, would result in an approximate $21.9 million net decrease in the fair value of the derivative assets and liabilities, in each case with a corresponding offset to net income (loss) before income taxes.
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Our Revolving Credit Facility bears interest at variable rates based on Adjusted Term SOFR or an alternate base rate. As of September 30, 2026, there were no borrowings outstanding under the facility; however, future borrowings would expose us to changes in market interest rates.
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We also earn interest income on cash balances and restricted short-term investments, including unused proceeds from the River Bend Notes and Beacon Point Notes. Our restricted short-term investments include available-for-sale debt securities that are carried at fair value, with unrealized gains and losses recorded in other comprehensive income. Accordingly, changes in market interest rates may affect both the interest income we earn on these balances and the fair value of our restricted short-term investments. The River Bend Notes and Beacon Point Notes bear interest at fixed rates and therefore do not expose us to variability in interest expense from changes in market interest rates.
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Share sales and buybacks
The following table presents information with respect to our purchases of common stock during the quarter ended September 30, 2026:
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Approximate Dollar Value Total Number of Shares of Shares that May Yet Purchased as Part of Be Purchased Under the Total Number of Average Price Publicly Announced Plans or Programs Period Shares Purchased Paid per Share (1) Plans or Programs (in USD thousands) July 1 - July 31, 2026 – – – $ 250,000 August 1 - August 31, 2026 702,462 $78.50 702,462 $ 194,856 September 1 - September 30, 2026 251,340 $77.82 251,340 $ 175,296 Total 953,802 $78.32 953,802
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In December 2024, our board of directors authorized the repurchase of up to $250.0 million of our common stock under our stock repurchase program. Under Canadian law, the number of shares we can repurchase at any time is limited to 5.0% of our issued and outstanding common stock during the preceding 12-month period. 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.
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In October 2026, we repurchased an additional 2,384,677 shares of our common stock for $175.3 million. 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. The stock repurchase program does not have an expiration date.
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Item 6
Number Form Exhibit Filing Date ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 3.1 Amended and Restated Certificate of Incorporation of Hut 8 Corp. 8‑K 3.1 12/01/2023 3.2 Amended and Restated Bylaws of Hut 8 Corp. 8‑K 3.2 12/01/2023 10.1 Credit Agreement, dated as of September 24, 2026, among Hut 8 Corp., as borrower, each issuing bank and lender party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. 8‑K 10.1 09/28/2026 31.1 Certification of Principal Executive Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer and Principal Financial and Accounting Officer of Hut 8 Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Inline Interactive Data File. 104 Cover Page Interactive Data File.
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