10-K 0001104659-26-019392 (2026-02-25) vs 10-K 0001558370-25-001996 (2025-03-03)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 22,751 |
29.4% |
| MD&A | Item 7 | 11,753 |
54.7% |
| Legal Proceedings | Item 3, via Note 24 – Commitments and contingencies | 1,176 |
26.0% |
| Accounting Policies | Item 8, Note 2 – Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | 11,257 |
20.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 379 words changed in this paragraph; it is 33% similar to last year's version.
In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market, which is Coinbase Prime. As such, the Company’s digital assets were determined to be Level 1 assets. See Digital assets below for a description of the Company’s digital asset accounting policy. In estimating the fair value of its covered call options, options sold on Bitcoin that it owns (the “covered call options”), the Company uses the Black-Scholes pricing Black model, which includes several inputs and assumptions assumptions, including the market forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the options. The expected term of the options is the contractual term of the options given the options can only be exercised on their expiry date (i.e., European-style options). The Company previously used the expiry date. Black-Scholes pricing model and reflected the observable forward price of the underlying asset in the estimation of fair value but now uses the Black model as the forward price of the underlying asset is a direct input of the Black model. The Company determined that the covered call options are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market. The Company estimates the fair value of its separated embedded derivative from convertible note using the partial differential equation model (“PDE Model”), which includes several inputs and assumptions including the Company’s common stock price at the time of valuation, the implied volatility of the Company’s common stock matching the moneyness of the conversion option, the risk-free interest rate curve, and the credit spread. In addition, management’s assumption of the probability of occurrence of the separated embedded derivative from the convertible note’s trigger event is a significant unobservable input. For quantitative disclosure on the inputs used to determine the fair value of the Company’s separated embedded derivative from convertible note, see Note 16. Derivatives. The Company determined that the separated embedded derivative from convertible note is a Level 3 liability given significant unobservable inputs are included in its valuation. The Company estimates the fair value of its Bitcoin redemption option using the Black-Scholes pricing model, which includes several inputs and assumptions including the market 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. In addition, management’s assumption of the start of the redemption period, triggered by a shipment date of purchased property and equipment, is a significant unobservable input. For quantitative disclosure on the inputs used to fair value the Company’s Bitcoin redemption option, see Note 16. Derivatives. The Company determined that the Bitcoin redemption option is a Level 3 liability given a significant unobservable input is included in its valuation.
Source: Item 8, Note 2 – Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, 10-K 0001104659-26-019392 vs Item 8, Note 2 – Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, 10-K 0001558370-25-001996
Risk Factors 325 words changed in this paragraph; it is 42% similar to last year's version.
Threats to network and data security are increasingly diverse and sophisticated and sophisticated, such that security breaches, computer malware malware, and computer hacking attacks have been an increasing concern. Despite our efforts and processes in place to prevent them, our computer servers and systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, social engineering attacks, including phishing and business email compromise, employee theft or misuse and similar disruptions from unauthorized tampering. As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of artificial intelligence (“AI”) and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of AI by us or by third parties may pose new security challenges. A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate the proprietary or sensitive information of us, our customers, or our employees, or cause interruptions or malfunctions in our operations or our customers’ operations. We also may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation, and increases in our security costs, which could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, we hold our Bitcoin with third-party custodians. If our custodians are exposed to a cyberattack or breach, we may temporarily or permanently lose access to some or all of our Bitcoin, which would have a material adverse effect on our business, financial condition, and results of operations. See “Risks Related to Our Capital Needs and Capital Strategy—We may be subject to additional risks associated with holding Bitcoin for our own account.” The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyberattacks. Although we maintain insurance coverage for certain cyber risks, such coverage may be unavailable or insufficient to cover our losses.
Source: Item 1A, 10-K 0001104659-26-019392 vs Item 1A, 10-K 0001558370-25-001996
MD&A 292 words changed in this paragraph; it is 35% similar to last year's version.
Other income was $22.2 million for the twelve months ended December 31, 2025, compared to other expense was of $8.6 million for the twelve months ended December 31, 2024, compared to other income of $12.6 million for the twelve months ended December 31, 2023. 2024. This $21.2 $30.8 million increase was primarily driven by (i) a $17.7 $54.8 million increase in gain on derivatives related to our Bitcoin redemption option and call options, (ii) an $8.4 million increase in foreign exchange gain, (iii) a $1.0 million increase in gain on other financial liability, and (iv) a $0.4 million increase in gain on warrant liability. These gains were partially offset by (i) a $22.8 million increase in asset contributions costs related to the launch of American Bitcoin, (ii) a $6.0 million decrease in gain on debt extinguishment related to the Anchorage debt-to-equity conversion of $6.0 million in 2024, compared to $23.7 million debt extinguishment related to the NYDIG loan recorded in 2023, (ii) a $3.6 million increase in interest expense due to an increase in the amount of borrowing in 2024 compared to 2023, which comprised of the $150.0 million Coatue note and the additional $15.0 million drawdown from our loan with Coinbase Credit, Inc. (“Coinbase”), extinguishment, (iii) a $6.0 million increase in foreign exchange loss due to our net U.S. dollar monetary liability position in our Canadian dollar functional currency subsidiaries and a decline in the Canadian dollar to U.S. dollar exchange rate of approximately 8% compared to a 2% increase during the twelve months ended December 31, 2023 (the increase noted in the prior period is for the period from the Business Combination to December 31, 2023, reflecting one month of combined company results), and (iv) a $2.0 $3.1 million decrease in equity in earnings of King Mountain JV due to the impact of the Halving on Bitcoin Mining revenue. These increases were partially offset by (i) a $7.3 million gain on derivatives due to an increase in the mark-to-market value of our call options and Bitcoin redemption option, and (ii) a $3.1 million gain on bargain purchase related to the Far North JV acquisition driven by in the fair value prior period, (iv) a $1.6 million decrease in equity in earnings of the net assets acquired being greater than the consideration transferred. unconsolidated joint venture, and (v) a $0.3 million decrease in interest expense due to lower interest rates on our outstanding debt.
Source: Item 7, 10-K 0001104659-26-019392 vs Item 7, 10-K 0001558370-25-001996
Legal Proceedings 111 words changed in this paragraph; it is 37% similar to last year's version.
Based On December 30, 2025, a stockholder filed a complaint under 8 Del. C. § 220 in the Delaware Court of Chancery seeking an order compelling the Company to produce certain books and records. On January 14, 2026, a separate stockholder filed a similar complaint. The Company produced books and records to both stockholders, subject to confidentiality agreements. The parties in the first action submitted a stipulation and proposed order to stay the case. The complaint in the second action has not been served on the Company. The Company believes it has complied with its obligations under Section 220 to provide the stockholders with copies of books and records, however, based on the preliminary nature of these proceedings, the outcome of these matters remains uncertain uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.
Source: Item 3, via Note 24 – Commitments and contingencies, 10-K 0001104659-26-019392 vs Item 3, via Note 24 – Commitments and contingencies, 10-K 0001558370-25-001996
Every change, by type
Sentences and paragraphs of HUT's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-03-03.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
construction delays, which may result in material consequences, including penalties or liquidated damages payable to our customers, reputational harm, or an inability to satisfy our customer obligations or financing requirements;
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AddedRisk Factors
unexpected budget changes or cost overruns, which we may not be able to recover from our customers or which we may not have sufficient financing to cover;
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AddedRisk Factors
supply chain and logistical issues, including tariff and inflationary pressures and a lack of availability, increased prices, delays in obtaining building supplies, raw materials, and equipment for data centers, and/or failure of our infrastructure and equipment suppliers to deliver infrastructure and equipment on time and in accordance with agreed upon specifications;
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AddedRisk Factors
delays in site readiness, which may delay or otherwise impact the satisfaction of lease commencement conditions; and
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AddedRisk Factors
Such financing may be secured by certain assets or cash flows, involve certain step-in, cure rights, or other remedies, impose certain financial maintenance covenants, operating covenants, or other limitations, or require certain guarantees or other credit enhancements, which may increase our overall risk exposure. Furthermore, we may be unable to secure such financing in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all. Market conditions, including interest rate increases, declining equity valuations, volatility in credit markets, or tightening lending standards, as well as other external events, including impacts on the market’s perception of data center operators and their tenants, including hyperscalers and neoclouds, may further limit our ability to raise capital on favorable terms. In addition, debt financings, whether at the corporate level or the project level, may bear interest at floating rates, which could increase our interest expense in rising interest rate environments, even if a portion of such exposure is hedged.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
In addition, although we consolidate American Bitcoin’s results of operations in our financial statements, the presence of minority shareholders, separate management teams, contractual arrangements, fiduciary responsibilities, and regulatory constraints, among other things, limits our control over its operations, governance, and strategic decisions. Conflicts of interest may arise between us and minority shareholders or other stakeholders, and the resolution of such conflicts may not be favorable to us. Further, as we are the majority owner of American Bitcoin’s capital stock, we are also exposed to risks associated with the actual or perceived value of that equity interest. The market price of American Bitcoin’s Class A common stock has been, and may continue to be, volatile and subject to significant fluctuations due to a variety of factors, including changes in Bitcoin prices, market sentiment toward digital asset-related businesses, operating performance, regulatory developments, capital structure, liquidity, and broader equity market conditions. The value of our equity ownership in American Bitcoin may decline significantly, which could result in impairment charges or other adverse impacts to our financial statements, and we may not be able to monetize our ownership interest on favorable terms, or at all. In addition, market perception of American Bitcoin, including investor sentiment, media coverage, or developments affecting its business or industry, may also influence investor perception of Hut 8 and could adversely affect the market price and trading volatility of our common stock. Our investment in American Bitcoin is also subject to the risks described in American Bitcoin’s filings with the SEC, including the risk factors set forth therein, which, if realized, could adversely affect the value of our ownership interest. Any such decline in value, increased volatility, or adverse market perception could have a material adverse effect on our business, financial condition, results of operations, reputation, brand, and liquidity.
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AddedRisk Factors
equipment failure, power loss, network connectivity downtime, fiber cuts, or plant downtimes;
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AddedRisk Factors
physical and cybersecurity breaches, including security breaches of infrastructure;
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AddedRisk Factors
fire, earthquake, hurricane, tornado, flood, winter storms, severe weather events, and other natural disasters, including as a result of climate change;
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AddedRisk Factors
Such factors and the associated fluctuations in power availability and prices could affect the cost, reliability, and availability of power supply for our operations.
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AddedRisk Factors
As part of our growth strategy, we pursue a “power first” approach to site development, under which we prioritize identifying and securing access to sufficient and reliable power before committing significant capital to the development or expansion of data center or ASIC compute sites. This approach includes evaluating power availability, grid capacity, interconnection feasibility, permitting requirements, expected timelines, and the commercial terms under which power may be obtained. However, there is significant competition for suitable locations with access to power and the existence of a power pipeline or preliminary arrangements does not guarantee that power will ultimately be delivered on the anticipated timeline, in the expected quantities, on commercially acceptable terms, or at all. Delays or failures in securing interconnection approvals, completing grid upgrades, satisfying regulatory or utility requirements, or finalizing definitive power arrangements could limit our ability to develop sites as planned, increase costs, or result in projects being delayed, scaled back, or abandoned. For example, in many markets, the requirements to secure access to power have become increasingly onerous and may include substantial security obligations, such as large deposits, letters of credit, minimum payment commitments, or other financial assurances, which may be required before power is delivered or before a facility is developed or occupied. In certain cases, we may be required to make such commitments before securing a customer or entering into revenue-generating agreements, which could expose us to increased financial risk if expected customer demand does not materialize.
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AddedRisk Factors
For example, our customer lease agreements for data centers typically include specific power delivery requirements and lease commencement conditions. If sufficient power is not available at or prior to lease commencement, we may be unable to satisfy such conditions, which could delay the commencement of leases, defer or eliminate expected revenues, or result in the termination of customer agreements. In addition, unavailability of contracted levels of power or power-related services during the term of a lease may constitute a breach of customer agreements in certain circumstances and could give rise to termination rights, damages, or other contractual remedies, any of which could adversely affect our business, financial condition, and results of operations.
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RemovedRisk Factors
Such factors and the associated fluctuations in power availability and prices could affect wholesale power generation profitability and cost of power for our operations. We currently draw power from various power sources, which include the New York Independent System Operator (“NYISO”) grid, the Electric Reliability Council of Texas (“ERCOT”) grid, and the City of Medicine Hat. We also operate, through a joint venture with Macquarie Equipment Finance Ltd, a subsidiary of Macquarie Finance Group Limited (“Macquarie”), four natural gas power plants in Ontario. Power grids, including those we rely on, and power plants or facilities, including those we operate, subject us to a variety of risks, including the breakdown or failure of equipment, accidents, security breaches, viruses or outages affecting information technology systems, labor disputes, obsolescence, delivery/transportation problems, disruptions of fuel supply, and performance below expected levels. These events may impact our ability to conduct our businesses efficiently and lead to increased costs, expenses, or losses.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedRisk Factors
successfully implement or execute our business plan, or demonstrate that our business plan is sound;
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RemovedRisk Factors
To date, we have generated a significant share of our Power and Digital Infrastructure revenue from a small number of customers. Any failure to meet expectations could result in the cancellation or non-renewal of these customer contracts and loss of associated revenue, which could have a material adverse impact on our business, financial condition, and results of operations. In addition, as of December 31, 2024, we served over 250 customers through our five enterprise-grade data centers in Canada. There can be no assurances that we are able to retain our existing customers and attract new customers across our platform for a number of reasons, including if:
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RemovedRisk Factors
there is a reduction in the demand for our offerings due to macroeconomic factors;
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RemovedRisk Factors
there is a reduction in demand for our offerings due to a broader secular reduction in demand for such offerings in the underlying industries in which we operate;
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RemovedRisk Factors
we provide offerings that are deemed by existing and potential customers to be inferior to those of our competitors;
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RemovedRisk Factors
businesses decide to build and/or operate sites internally as an alternative to the use of our offerings;
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RemovedRisk Factors
we fail to successfully communicate the benefits of our offerings to potential customers; and
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RemovedRisk Factors
Failure to price our customer contracts correctly may lead us to operate these contracts at a loss.
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RemovedRisk Factors
We may not adequately respond to price fluctuations and rapidly changing technology.
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RemovedRisk Factors
Competitive conditions within the industries in which we operate require that we use sophisticated technology in the operation of our business. These industries are characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards. New technologies, techniques, or offerings could emerge that might offer better performance than the technologies we currently utilize, and we may have to manage transitions to these new technologies to remain competitive. We intend to continue to invest in hardware, equipment and technology at our facilities. We may not be successful, generally or relative to our competitors, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business, financial condition, and results of operations may suffer.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedRisk Factors
lack of availability and delays for data center and/or power equipment, including items such as generators and switchgear;
Read it in 10-K 2025-03-03 at sec.gov ↗
RewordedRisk Factors
These include natural disasters, pandemics (like the COVID-19 pandemic), geopolitical tensions, acts of terrorism, hostilities or the perception that hostilities may be imminent, military conflicts and acts of war (such as the Russia-Ukraine conflict) and related responses, including sanctions or other restrictive actions, Further, interest rate fluctuations, inflationary issues and associated changes in monetary policy or potential economic recession, commodity prices, legislative and regulatory changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets, and broad trends in industry and finance. finance may also adversely affect our business.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Moreover, the complexity complexity, volume, and evolving nature of our business and the significant uncertainty surrounding the regulation of the crypto applicable laws and AI industries requires us regulations increase the risk that we may inadvertently fail to comply with one or more requirements, even where we are acting in good faith, or that we are required to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Generally, any alteration of existing guidance or issuance of new or different guidance may have negative consequences, including the imposition of a greater tax burden on investors in Bitcoin or imposing a greater cost on the acquisition and disposition of Bitcoin, In either case, this may have a negative effect on the trading price of Bitcoin or otherwise negatively impact our and American Bitcoin’s business, financial condition, and results of operations.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
These include natural disasters, pandemics (like the COVID-19 pandemic), geopolitical political tensions, acts of terrorism, hostilities or the perception that hostilities may be imminent, military conflicts and acts of war (such as the Russia-Ukraine conflict) and related responses, including sanctions or other restrictive actions, interest rate fluctuations, inflationary issues and associated changes in monetary policy or potential economic recession, commodity prices, legislative and regulatory changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets, and broad trends in industry and finance. actions.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
In addition, Although we and American Bitcoin believe that existing law and the terms and conditions of our contractual custodial arrangements with our custodians would not result in the Bitcoin held by our custodians being considered part of the a custodian’s bankruptcy estate were the custodian estate, applicable insolvency law is not fully developed with respect to file for bankruptcy. digital assets held in custodial accounts.
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RewordedRisk Factors
However, While we and American Bitcoin rely on third-party providers to safeguard private keys, to the extent a private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, we or American Bitcoin will be unable to access our Bitcoin the related Bitcoin, and the such private key will not cannot be capable of being restored by the Bitcoin network.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
To the extent investors view our common stock or American Bitcoin’s securities as linked to the value of our or American Bitcoin’s Bitcoin holdings, such a negative perception of Bitcoin exchanges could have a material adverse effect on the market price of our common stock. stock, the market price of American Bitcoin’s Class A common stock, and/or our and American Bitcoin’s business, financial condition, and results of operations.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
From time to time, we have entered, and we and American Bitcoin may continue to enter, into certain hedging transactions to mitigate our exposure to fluctuations generate income and partially offset volatility in the price of Bitcoin, Bitcoin prices, which may expose us and American Bitcoin to risks associated with such transactions, including counterparty risk. transactions.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Generally, any alteration of existing guidance or issuance of new or different guidance may have negative consequences, including the imposition of a greater tax burden on investors in Bitcoin or imposing a greater cost on the acquisition and disposition of Bitcoin, In either case, this may have a negative effect on the trading price of Bitcoin or otherwise negatively impact our business, financial condition, and results of operations. Bitcoin.
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RewordedRisk Factors
From time to time, we have entered, and we and American Bitcoin may continue to enter, into certain hedging transactions transactions, which may expose us or American Bitcoin to mitigate our exposure to the market price of Bitcoin. various risks, including counterparty risk.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Our policies prohibit any We and American Bitcoin have procedures in place designed to prevent transactions with such individuals on the SDN individuals, list, and we and American Bitcoin take commercially reasonable steps to avoid such transactions, but we or American Bitcoin may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to transacting in Bitcoin.
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RewordedRisk Factors
As a result, we may expect to need to raise additional funds through equity or debt financings financings, which may be at the corporate level or the project level, in order to meet our operating and capital needs, fund our growth initiatives, and/or respond to competitive pressures or unanticipated working capital requirements, especially if the price of Bitcoin declines. requirements.
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Quiet changesRisk Factors
Many Furthermore, many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, AI, and/or related technologies.
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Quiet changesRisk Factors
Moreover, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may can restrict or limit our ability to engage in transactions or dealings with certain counterparties in, or with, certain countries or territories, territories or in certain activities.
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AddedMD&A
AI Infrastructure Partnership and River Bend Transaction. In December 2025, we announced a strategic partnership with Anthropic, PBC (“Anthropic”) and Fluidstack Ltd. (“Fluidstack”) to develop AI data center infrastructure. As part of the partnership, we entered into a 15-year, triple-net lease with Fluidstack for 245 MW of AI data center IT capacity at our River Bend campus (“River Bend”) in Louisiana. The agreement grants Fluidstack a Right of First Offer for up to an additional 1,000 MW of IT capacity at future expansion phases of campus, subject to the expansion of power at the site. The initial data hall at River Bend is scheduled for completion and commissioning in Q2 2027, with additional data halls scheduled to come online over the balance of 2027. The lease has a base contract value of approximately $7.0 billion, with the potential to increase to $17.7 billion through renewal options, and is supported by a financial backstop from Google, which covers the lease payments and related pass-through obligations for the initial 15-year base term of the lease. As part of the partnership, Hut 8 and Anthropic may jointly diligence and develop up to 1,050 MW of additional optional capacity across our broader pipeline for a total of up to 2,295 MW of AI data center infrastructure, reflecting our power-first development model and strategic focus on scaling AI infrastructure. The initial phase of the partnership is supported by blue-chip institutional counterparties, including Entergy, which will be providing power to the site, J.P. Morgan and Goldman Sachs, who are expected to serve as loan underwriters for the project-level financing, Vertiv, who is the power provider for the site, and Jacobs, who is serving as general contractor.
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AddedMD&A
Far North Capacity Contract Awards and the Subsequent Sale. In November 2025, we entered into a definitive agreement to sell our 310 MW portfolio of four natural gas-fired power plants in Ontario, Canada to TransAlta Corporation (“TransAlta”). The transaction closed on February 2, 2026, concluding a multi-phase program in which we stabilized and strengthened the assets following their acquisition out of bankruptcy. Prior to the sale, we secured five-year capacity contracts with the Ontario Independent Electricity System Operator (“IESO”) Medium-Term 2 (“MT2”) auction across the portfolio, transitioning the assets from short-term arrangements to long-term revenue commitments.
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AddedMD&A
Two Prime Loan. On August 25, 2025, we entered into a credit agreement with Two Prime Lending Limited (the “Two Prime Credit Agreement”). The Two Prime Credit Agreement provides for a revolving credit facility of up to $200 million. Amounts borrowed under the Two Prime Credit Agreement bear interest at a fixed rate equal to 7.99% per annum. The facility matures 364 days after the date of the first borrowing (the “Maturity Date”). We may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the Maturity Date. On or prior to a drawdown, we are required to pledge, as collateral, Bitcoin with a custodian, to be held in a segregated custody account under our ownership, such that the initial margin ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or greater than 160%. If the value of the collateral under the credit facility decreases past a specified margin, we may be required to post additional Bitcoin as collateral. As of December 31, 2025, we have not borrowed any amount under the Two Prime Credit Agreement.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Coinbase Loan. On June 16, 2025, we entered into a Third Amended and Restated Credit Agreement with Coinbase Credit, Inc. (“Coinbase”) to, among other things, amend and expand our Bitcoin-backed credit facility from $65.0 million to up to $130.0 million, and extend the maturity date to June 16, 2026. Additionally, the interest rate structure was converted to a fixed interest rate of 9.0%, compared to a variable rate interest rate that was at 10.5% as of December 31, 2024. On December 22, 2025, we entered into a Fourth Amended and Restated Credit Agreement (“Credit Agreement”) with Coinbase primarily to increase the principal amount by up to $70.0 million of additional borrowings, if any, resulting in a total principal amount of up to $200.0 million. As of December 31, 2025, we have borrowed the full $200.0 million under the Credit Agreement.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Energization of Vega Facility. In June 2025, we completed the initial energization of our Vega facility in the panhandle of Texas. The single-building facility, spanning 162,000 square feet, is powered by 205 MW of nameplate capacity behind-the-meter by a wind farm and front-of-the-meter by the ERCOT grid. At full energization, Vega supports up to approximately 15 exahash per second (“EH/s”) of direct-to-chip-liquid-cooled BITMAIN U3S21EXPH servers for ASIC compute. The facility was originally contracted with Bitmain and was subsequently transitioned to American Bitcoin.
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AddedMD&A
Miner Fleet Upgrade. We completed the deployment of new-generation ASIC miners across our Salt Creek and Medicine Hat facilities on April 4, 2025. These upgrades contributed to a significant increase in deployed hashrate from approximately 5.6EH/s to 9.3EH/s and an improvement in average fleet efficiency from approximately 31.7 J/TH to 20 J/TH. These miners were contributed to American Bitcoin as part of the launch of American Bitcoin discussed below.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Launch and Go-Public Transaction of American Bitcoin. In March 2025, we launched American Bitcoin, a majority-owned subsidiary formed following the strategic contribution of substantially all of our ASIC miners in exchange for a majority ownership interest in American Data Centers Inc. In June 2025, American Bitcoin issued and sold 11,002,954 shares of its Class A common stock for aggregate gross proceeds in cash and Bitcoin of $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the issuance, including aggregate issuance cost of $4.8 million. On September 3, 2025, American Bitcoin began its trading on the Nasdaq Stock Market (“Nasdaq”) following the completion of its merger with Gryphon Digital Mining, Inc. (“Gryphon”) in which Gryphon acquired American Bitcoin in a stock-for-stock merger transaction (the “ABTC Merger”). At the closing of the ABTC Merger, the issued and outstanding capital stock of American Bitcoin was canceled and converted into newly issued stock representing, in the aggregate, approximately 98% of the issued and outstanding stock of Gryphon. Upon the completion of the ABTC Merger, Gryphon was renamed “American Bitcoin Corp.” and began trading on Nasdaq under the ticker symbol “ABTC.” Immediately following the completion of the ABTC Merger, we beneficially owned a majority of the voting interest of the combined company. Following the ABTC Merger, we have continued to serve as American Bitcoin’s exclusive infrastructure and operations partner through a series of long-term commercial agreements that generate stable, contracted revenue streams in our Power and Digital Infrastructure segments. However, as American Bitcoin is a consolidated subsidiary, all fees under our commercial agreements are eliminated in consolidation.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
A key factor affecting our performance is our ability to expand into AI infrastructure services and other energy-intensive use cases. We are leveraging our existing development and operational expertise to develop data centers that support specialized workloads for enterprise and hyperscale customers and other next-generation, energy-intensive use cases. Success in this area depends on various factors, including our ability to develop future sites, secure and retain customers, manage capital efficiently, and compete effectively in emerging technology markets. While this expansion may increase operating and capital costs and expose us to execution and market risks, management believes our experience in power origination, development, and management in large-scale digital infrastructure development position us to capture long-term growth opportunities in the evolving AI sector and other next-generation, energy-intensive use cases.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
While we are migrating towards less volatile, lower cost-of-capital businesses, such as data centers, our current business remains heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. Our exposure is driven primarily by the Bitcoin held on our consolidated balance sheet, including Bitcoin held directly by us and American Bitcoin in our respective strategic reserves. In addition, our consolidated results reflect American Bitcoin’s activities as a Bitcoin accumulation platform and its strategy of purchasing and holding Bitcoin. Lastly, we generate revenue from Bitcoin rewards that are earned through mining operations at our facilities, the majority of which are conducted through American Bitcoin.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
As of December 31, 2025 2024 Energy Capacity Under Diligence 5,185 MW 8,599 MW Energy Capacity Under Exclusivity 1,755 MW 2,768 MW Energy Capacity Under Development 1,230 MW — MW Energy Capacity Under Construction 330 MW 205 MW Energy Capacity Under Management 1,020 MW 815 MW
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Energy Capacity Under Diligence represents sites identified for large-load use cases such as AI, HPC, ASIC compute, industrial applications such as next generation manufacturing, and other energy-intensive technologies. At this stage, we assess site potential by engaging with utilities, landowners, power generators, local, state and regulatory bodies, and other stakeholders to evaluate critical factors, including power availability, infrastructure readiness, fiber connectivity, and overall commercial viability. This metric allows management to better understand our potential opportunities, allowing us to remain selective in our investment decisions while positioning us to respond to market demand signals and emerging opportunities. Energy Capacity Under Diligence as of December 31, 2025, was 5,185 MW compared to 8,599 MW as of December 31, 2024. The net decrease reflects both the advancement of certain sites into other development categories and the removal of sites that no longer met our strategic, commercial, infrastructure, or regulatory criteria.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Energy Capacity Under Exclusivity represents sites where we have 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. Management monitors Energy Capacity Under Exclusivity to evaluate potential near-term opportunities prior to making additional investment commitments. Energy Capacity Under Exclusivity as of December 31, 2025 was 1,755 MW compared to 2,768 MW as of December 31, 2024. The net decrease reflects both the advancement of certain sites into other development categories and the removal of sites that no longer met our strategic, commercial, infrastructure, or regulatory criteria.
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedMD&A
Far North Acquisition. In February 2024, the Far North JV, a joint venture between us and Macquarie, acquired four natural gas power plants in Ontario, Canada. We have an 80.1% indirect interest in the Far North JV.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
Coatue Convertible Note. In June 2024 we issued a $150.0 million convertible note to Coatue to support the build-out of AI infrastructure.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
Vega Site. In July 2024, we entered into a power purchase agreement and other definitive agreements for a site in the Texas Panhandle with exclusive access to 205 MW of immediately available power capacity and land. The data center construction at Vega is expected to be completed in Q2 2025.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
BITMAIN Partnership and Hosting Services Agreement. In September 2024, we expanded our partnership with BITMAIN by launching a next-generation ASIC miner. The miners are expected to be hosted at our Vega site through an approximately 15 EH/s colocation agreement with BITMAIN.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
Launch of GPU-as-a-Service Business. In September 2024, we launched our GPU-as-a-Service offering under our wholly owned subsidiary, Highrise AI, Inc., through an inaugural deployment of 1,000 NVIDIA H100 GPUs.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
Anchorage Loan Conversion. In September 2024, we entered into a Debt Repayment Agreement with Anchorage Lending CA, LLC (“Anchorage”) to exchange the approximately $37.9 million outstanding balance of our loan for 2,313,435 shares of our common stock. The share price represents a 51% premium to the 20-day VWAP through September 26, 2024, the day prior to the signing of the Debt Repayment Agreement.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
Strategic Bitcoin Purchase & Miner Fleet Upgrade. In December 2024, we purchased approximately 990 Bitcoin for $100.7 million, at an average price of $101,761 per Bitcoin, to expand our strategic Bitcoin reserve and support our miner fleet upgrade. We pledged 968 Bitcoin at a price of $104,258 each as collateral for the purchase of approximately 30,000 BITMAIN Antminer S21+ ASIC miners at $15 per terahash, securing a cost-efficient financing structure that allows us to scale operations while minimizing upfront costs.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
(1) Cost to mine a Bitcoin (excluding hosted facilities) is equivalent to the all-in electricity cost to mine a Bitcoin at owned facilities and includes our net share of the King Mountain JV.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
(2) Cost to mine a Bitcoin (or weighted average cost to mine a Bitcoin) is calculated as the sum of total all-in electricity expense and hosting expense divided by Bitcoin mined during the respective periods and includes our net share of the King Mountain JV.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
(3) Weighted average revenue per Bitcoin mined is calculated as the sum of total self-mining revenue divided by Bitcoin mined during the respective periods and includes our net share of the King Mountain JV. The twelve- and six-month periods ended December 31, 2023 include one month of activity from discontinued operations at our Drumheller site.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
(4) Bitcoin mined includes our net share of the King Mountain JV and excludes discontinued operations from our Drumheller site. Bitcoin mined excluding our net share of the King Mountain JV was 1,184 and 2,138 for the twelve months ended December 31, 2024 and 2023, respectively, 1,244 and 1,273 for the six months ended December 31, 2023 and 2022, respectively, and 2,168 and 1,636 for the twelve months ended June 30, 2023 and 2022, respectively.
Read it in 10-K 2025-03-03 at sec.gov ↗
RemovedMD&A
(5) Energy capacity under management (mining) represents the total power capacity related to Bitcoin Mining infrastructure, including self-mining sites, ASIC Colocation agreements, and Managed Services agreements.
Read it in 10-K 2025-03-03 at sec.gov ↗
RewordedMD&A
(“Coinbase”), This $21.2 million increase was primarily driven by (i) a $17.7 million decrease in gain on debt extinguishment related to the Anchorage debt-to-equity conversion of $6.0 million in 2024, compared to $23.7 million debt extinguishment related to the NYDIG loan recorded in 2023, (ii) a $3.6 million increase in interest expense due to an increase in the amount of borrowing in 2024 compared to 2023, which comprised of the $150.0 million Coatue note and the additional $15.0 million drawdown from our loan with Coinbase, (iii) a $6.0 million increase in foreign exchange loss due to our net U.S. dollar monetary liability position in our Canadian dollar functional currency subsidiaries and a decline in the Canadian dollar to U.S. dollar exchange rate of approximately 8% compared to a 2% increase during the twelve months ended December 31, 2023 (the increase noted in the prior period is for the period from the Business Combination to December 31, 2023, reflecting one month of combined company results), and (iv) a $2.0 million decrease in equity in earnings of King Mountain JV due to the impact of the Halving on Bitcoin Mining ASIC Compute revenue.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
We define Adjusted EBITDA as net income (loss), loss or income, adjusted for impacts of interest expense, income tax provision benefit or benefit, provision, depreciation and amortization, our share of unconsolidated joint venture depreciation and amortization, net of basis adjustments, foreign exchange gains gain or losses, loss, loss or gain on sale of property and equipment, gain on debt extinguishment, gain on derivatives, gain on other financial liability, gain on warrant liability, gain on bargain purchase, our share of unconsolidated joint venture depreciation and amortization, the removal of non-recurring transactions, asset contribution costs, impairment on assets, gain or loss on sale of property and equipment, charges, loss from discontinued operations, net of taxes, loss attributable to non-controlling interests, and stock-based compensation expense in the period presented.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Net cash used in investing activities totaled $188.5 $754.2 million for the twelve months ended December 31, 2024, 2025, primarily consisting of $124.0 (i) $405.1 million in Bitcoin purchases by American Bitcoin for its strategic reserve, (ii) $202.9 million in property and equipment purchases, $100.7 purchases primarily related to Vega and River Bend construction, (iii) $162.7 million in Bitcoin deposits for future site land and infrastructure purchases, (iv) $25.0 million in purchases for our strategic reserve, of other digital assets, and a $39.6 (v) $14.0 million deposit for acquiring in deposits paid to purchase miners and mining equipment.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, Consolidated Financial Statements, which have been prepared in accordance with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the consolidated financial statements, and revenues and expenses during the periods presented. GAAP.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
This $14.2 $1.0 million increase decrease was primarily driven by (i) a $12.8 $9.2 million increase decrease in cost of revenue related to Far North, which was acquired the termination of the managed services agreement with Ionic in February 2024, and (ii) a $1.4 million increase in operating costs related to the Ionic Managed Services agreement, which was terminated effective December 2024.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
(2) Non-recurring transactions for the twelve months ended December 31, 2024 2025 represent approximately $4.0 $8.7 million of restructuring costs and $1.9 American Bitcoin-related transaction costs, $1.1 million related to the of Far North transaction costs, and $0.4 million in restructuring costs, offset by a $13.5 $17.6 million contract termination fee received from MARA, and a $2.2 million sales tax refund.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
This increase decrease was primarily driven by (i) a $7.4 million increase decrease in Equipment Sales equipment sales revenue, reflecting higher demand for mining-related infrastructure, and (ii) a equipment repair services revenue that was lower by $0.2 million increase in Equipment Repair services revenue. million.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
This $4.6 million increase decrease was primarily driven by (i) a $4.5 $4.2 million increase decrease in Equipment Sales costs as a result of the increased volume of equipment sold, sales costs, and (ii) $0.1 a $0.4 million decrease in costs related to our Equipment Repair service. equipment repair services.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, we 2025, American Bitcoin issued and sold 5,553,458 65,485,198 shares of Class A common stock under the 2024 American Bitcoin 2025 ATM for gross proceeds of $165.2 million. $240.5 million at a weighted average issuance price per share of $3.67.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
While our significant accounting policies are described in more detail in Note 2, Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements to our consolidated financial statements Pronouncements, included elsewhere in this Annual Report, we believe the following accounting policies and estimates to be the are most critical to fully understand understanding and evaluate evaluating this management discussion and analysis:
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The year-over-year unfavorable variance was primarily driven by a decrease in the price of Bitcoin Bitcoin, which declined from approximately $93,354 as of December 31, 2024 was to approximately $93,354 compared to $42,288 $87,498 as of December 31, 2023. 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
We generate revenue from our 80.1% interest in the Far North JV, a joint venture with Macquarie Group Limited (“Macquarie”), a global financial services and infrastructure investment firm, which provides capacity and energy to the electrical grid through four natural gas power plants in Ontario, Canada. Canada (the “Far North JV”).
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesMD&A
This was primarily driven by (i) an increase in the average price per Bitcoin mined and (ii) one month of combined company activity after the Business Combination.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesMD&A
The increase in costs is primarily attributable to the full six months of activity in the 2023 period compared to only two months of activity related to Managed Services in the 2022 period.
Read it in 10-K 2026-02-25 at sec.gov ↗
