Form 8-K

8-K — Hut 8 Corp.

Accession: 0001104659-26-070393

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0001964789

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2616869d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616869d1_ex99-1.htm)

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2026-06-04

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

June 4, 2026

(Date of earliest event reported)

HUT

8 CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-41864

92-2056803

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1101 Brickell Avenue, Suite 1500, Miami, Florida

33131

(Address

of principal executive offices)

(Zip

Code)

(305) 224-6427

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each

exchange on which registered

Common Stock, par value $0.01 per share

HUT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On June 4, 2026, Beacon Point DC LLC (the “Issuer”), an

indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company”), formally announced its intention to offer, subject to market

conditions and other factors, $4,250 million aggregate principal amount of senior secured notes due 2042 (the “Notes”) in

a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule

144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons

in reliance on Regulation S under the Securities Act. The Issuer intends to use the proceeds from the Offering to (i) finance (1) the

development and construction of a turnkey data center, comprising six data halls with a combined total of 352 megawatts (“MW”)

of critical IT capacity, to be built on an approximately 521-acre property in Nueces County, Texas (the “Property”), and (2)

construction of the substation located on the Property (together, the “Data Center Project”), which data center facility will be leased

to a tenant that is a high-investment-grade company (i.e., rated AA- or higher) as of the date hereof (the “Tenant”) pursuant

to the Data Center Lease Agreement (as amended, the “Lease”), (ii) fund the debt service reserves and (iii) pay fees and expenses

in connection with the offering of the Notes.

Attached hereto as Exhibit 99.1 to this Current Report on Form 8-K

is certain illustrative financial information (the “Illustrative Financial Information”) concerning the Data Center Project

that has been disclosed by the Issuer in connection with the Offering.

The information included in this Item 7.01 and in the Illustrative

Financial Information attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of

that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act

or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

The information included in this Current Report on Form 8-K is neither

an offer to sell nor a solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K

about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may

constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These

statements include, but are not limited to, statements relating to the Data Center Project, statements relating to the completion, size

and timing of the Offering, the anticipated use of any proceeds from the Offering, and the terms of the Notes. The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”

“will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all

forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking

statements as a result of various important factors, including uncertainties related to market conditions and the completion of the Offering

on the anticipated terms or at all, and the other factors described from time to time in the Company’s filings with the U.S. Securities

and Exchange Commission (the “SEC”). In particular, see the Company’s recent and upcoming annual and quarterly reports

and other continuous disclosure documents, which are available under the Company’s EDGAR profile at www.sec.gov and SEDAR+ profile

at www.sedarplus.ca. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and

the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future

events, or otherwise, except to the extent required by applicable law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Illustrative Financial Information of the Data Center Project

104

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

SIGNATURE

Pursuant to the requirements of the Securities

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

HUT 8 CORP.

Dated: June 4, 2026

By:

/s/ Victor Semah

Name:

Victor Semah

Title:

Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616869d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

June 2026

Investor Presentation

Cautionary Note Regarding Forward-Looking Information

This presentation includes “forward-looking information” and “forward-looking statements” within the meaning of

Canadian securities laws and United States securities laws, respectively (collectively, “forward looking

information”). All information, other than statements of historical facts, included in this presentation that address

activities, events or developments Hut 8 Corp. (“Hut 8” or the “Company”) expects or anticipates will or may

occur in the future, including statements relating to the Company’s AI data center lease at Beacon Point, expected

NOI contribution and expected levered free cash contribution of the lease, the anticipated delivery timeline for

the site, the Company’s anticipated financing plan for the project and the terms thereof, the Company’s

development pipeline, and the Company’s future business strategy, competitive strengths, expansion, and growth

of the business and operations more generally, and other such matters is forward-looking information.

Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”,

“intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”, “expect”, “predict”, “can”, “might”,

“potential”, “predict”, “is designed to”, “likely,” or similar expressions. In addition, any statements in this

presentation that refer to expectations, projections or other characterizations of future events or circumstances

contain forward-looking information. Statements containing forward-looking information are not historical facts,

but instead represent management’s expectations, estimates, and projections regarding future events based on

certain material factors and assumptions at the time the statement was made. While considered reasonable by

Hut 8 as of the date of this presentation, such statements are subject to known and unknown risks, uncertainties,

assumptions and other factors that may cause the actual results, level of activity, performance, or achievements

to be materially different from those expressed or implied by such forward-looking information, including, but not

limited to, risks relating to the construction of new data centers, including cost overruns, delays, supply chain

issues, permitting or regulatory hurdles, unexpected technical challenges, and dependency on contractors; risks

relating to the financing of new data centers, including the potential dilutive impact of equity issuances (if any),

access to capital markets, timing and cost of financing, and market conditions such as increases in interest rates,

declining equity valuations, volatility in credit markets, or tightening lending standards; risks impacting our ability

to expand the power capacity at the Beacon Point campus, such as limitations of transmission and/or generation

resources; failure of critical systems; geopolitical, social, economic, and other events and circumstances;

competition from current and future competitors; risks related to power requirements; cybersecurity threats and

breaches; hazards and operational risks; changes in leasing arrangements; Internet-related disruptions;

dependence on key personnel; having a limited operating history; attracting and retaining customers; entering into

new offerings or lines of business; price fluctuations and rapidly changing technologies; predicting facility

requirements; strategic alliances or joint ventures; hedging transactions; potential liquidity constraints; legal,

regulatory, governmental, and technological uncertainties; physical risks related to climate change; involvement in

legal proceedings; trading volatility; and other risks described from time to time in the Company’s filings with the

U.S. Securities and Exchange Commission. In particular, see the Company’s recent and upcoming annual and

quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR

profile at sec.gov and SEDAR+ profile at sedarplus.ca. These factors are not intended to represent a complete list

of the factors that could affect Hut 8; however, these factors should be considered carefully. There can be no

assurance that such estimates and assumptions will prove to be correct. Should one or more of these risks or

uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual

results may vary materially from those described in this presentation as intended, planned, anticipated, believed,

sought, proposed, estimated, forecasted, expected, projected or targeted and such forward-looking statements

included in this presentation should not be unduly relied upon. The impact of any one assumption, risk,

uncertainty, or other factor on a particular forward-looking statement cannot be determined with certainty

because they are interdependent and Hut 8’s future decisions and actions will depend on management’s

assessment of all information at the relevant time. The forward-looking statements contained in this presentation

are made as of the date of this presentation, and Hut 8 expressly disclaims any obligation to update or alter

statements containing any forward-looking information, or the factors or assumptions underlying them, whether as

a result of new information, future events or otherwise, except as required by law. Except where otherwise

indicated herein, the information provided herein is based on matters as they exist as of the date of preparation

and not as of any future date and will not be updated or otherwise revised to reflect information that subsequently

becomes available, or circumstances existing or changes occurring after the date of preparation.

No Offer or Solicitation

This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or

the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”) or in a transaction

exempt from the registration requirements of the Securities Act.

Non-GAAP Financial Measures

This presentation includes non-GAAP financial measures, including expected net operating income (NOI)

contribution and expected levered free cash flow. Other companies, including Real Estate Investment Trusts, may

calculate expected NOI contribution differently than the Company does and, accordingly, the Company’s

expected NOI contribution may not be comparable to similar measures published by such companies. No

reconciliation of expected NOI contribution or expected levered free cash flow is included in this presentation

because the Company is unable to quantify certain amounts that would be required to be included in operating

income without unreasonable efforts as such quantification would imply a degree of precision that would be

confusing or misleading to investors.

Special Note Regarding Projected Financial Data

The projected financial data presented in this Presentation may not be indicative of the Issuer’s future results.

Such data is not a prediction, should not be relied upon as such and is premised on a number of factors, all of

which are inherently uncertain and subject to numerous business, industry, market, regulatory, geo-political,

competitive and financial risks that are outside of the Company’s control. Any such projected financial data is

based on available information and certain assumptions that we believe are reasonable under the circumstances.

However, there can be no assurance that the assumptions made in connection with such data will prove accurate,

and actual results may differ materially. We make no representations to any person regarding projected financial

data and we do not intend to update or otherwise revise any such data to reflect circumstances existing after the

date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions

underlying such data are later shown to be incorrect. If our assumptions prove to be inaccurate, the Issuer’s actual

results may differ substantially and materially from these projections.

Third Party Information

This presentation includes market and industry data which was obtained from various publicly available sources

and other sources believed by Hut 8 be true. Although Hut 8 believes it to be reliable, it has not independently

verified any of the data from third party sources referred to in this presentation or analyzed or verified the

underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied

upon by such sources. Hut 8 does not make any representation as to the accuracy of such information.

Notice Regarding Logos and Trademarks

All logos,trademarks, and brand names used throughoutthis presentation belong totheirrespective owners.

Indicative cash waterfall and credit metrics

Model outputs anchored by conservative debt sizing approach, robust cash flows, and healthy coverage metrics

Cash Flow Waterfall ($mm) Totals 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042

Total Revenue 9,788 -- 63 489 545 561 578 595 613 631 650 670 690 711 732 754 776 732

(-) Operating Expenses and Maintenance -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

Net Operating Income 9,788 -- 63 489 545 561 578 595 613 631 650 670 690 711 732 754 776 732

(-) Expensed Construction Costs (110) -- (63) (47) -- -- -- -- -- -- -- -- -- -- -- -- -- --

(-) Interest Expense (2,569) -- -- (133) (266) (265) (257) (245) (232) (217) (201) (182) (161) (138) (113) (85) (54) (20)

(-) Amortization (4,250) -- -- -- -- (79) (175) (199) (226) (254) (285) (318) (354) (393) (434) (479) (526) (527)

Levered Free Cash Flow 2,860 -- -- 309 279 217 146 150 155 160 164 169 174 180 185 190 196 185

Debt Profiles ($mm) Totals 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042

Bond Profile

BoP -- 4,250 4,250 4,250 4,250 4,171 3,996 3,797 3,571 3,317 3,031 2,713 2,359 1,966 1,532 1,054 527

(+) Funding 4,250 4,250 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

(-) Mandatory Amortization (4,250) -- -- -- -- (79) (175) (199) (226) (254) (285) (318) (354) (393) (434) (479) (526) (527)

EoP 4,250 4,250 4,250 4,250 4,171 3,996 3,797 3,571 3,317 3,031 2,713 2,359 1,966 1,532 1,054 527 (0)

Credit Metrics

DSCR 1.34x -- -- 2.01x 2.07x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x 1.34x

Leverage 7.95x -- -- 7.95x 7.72x 7.36x 6.84x 6.31x 5.76x 5.20x 4.61x 4.01x 3.38x 2.74x 2.07x 1.38x 0.67x 0.00x

ICR 2.01x -- -- 2.01x 2.07x 2.15x 2.31x 2.50x 2.73x 3.02x 3.39x 3.87x 4.55x 5.56x 7.20x 10.35x 18.92x 86.98x

Note: Line items were calculated on a quarterly basis and aggregated into an annual analysis. Amortization is sculpted to a 1.34x DSCR to repay the debt completely by the end of the initial lease term with payments beginning in Q2’2030. Expensed construction cost represent the costs that are covered with NOI

generated prior to data center stabilization. Interest expense reflects illustrative net interest expense on the Notes offered hereby and not any other indebtedness that we may incur in the future. Interest expense is approximated quarterly and aggregated on an annual basis; it excludes all interest during construction.

DSCR, leverage, and ICR are calculated in Q4 of each year on a quarterly basis

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Cover

Jun. 04, 2026

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