~~UNITED STATES~~

~~SECURITIES~~UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWashington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~December~~February 2225, ~~2025~~2026

Hut 8 Corp.(Exact name of registrant as specified in its charter)

(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.)

Delaware	001-41864	92-2056803
(State or other Jurisdiction ofincorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1101 Brickell Avenue, Suite 1500, Miami, Florida	33131
(Address of Principal Executive Offices)	(Zip Code)

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


1101 Brickell Avenue, Suite 1500, Miami, Florida	33131
(Address of Principal Executive Offices)	(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	~~ ~~Trading	~~Trading~~Name of each exchange on which registered	~~ ~~	~~Name of each exchange on which registered~~
Common Stock, par value $0.01 per share	HUT	~~HUT~~The Nasdaq Stock Market LLC		~~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 18.~~01Entry~~01Other ~~into a Material Definitive Agreement~~Events.

On ~~December~~February 2225, ~~2025~~2026, Hut 8 ~~Mining~~ Corp., a ~~British~~Delaware ~~Columbia~~ corporation (the “~~Borrower~~Company”), aentered ~~wholly~~into ~~owned~~Amendment ~~subsidiary~~No. of1 ~~Hut~~to 8the Controlled ~~Corp.~~Equity ~~(the~~OfferingSM Sales ~~“Company”)~~Agreement, ~~entered~~dated ~~into~~as anof ~~amended~~December 4, ~~and~~2024, ~~restated~~with ~~credit~~Cantor ~~agreement~~Fitzgerald ~~(the~~& ~~“Fourth~~Co., ~~Amended~~Keefe, ~~and~~Bruyette ~~Restated~~& ~~Credit~~Woods, ~~Agreement”)~~Inc., ~~between~~The ~~the~~Benchmark ~~Borrower~~Company, asLLC, ~~borrower~~BTIG, ~~and~~LLC, ~~Coinbase~~Canaccord ~~Credit~~Genuity LLC, ~~Inc.~~Craig-Hallum ~~(“Coinbase”),~~Capital asGroup ~~lender~~LLC, ~~collateral~~Maxim ~~agent~~Group LLC, ~~and~~Needham ~~administrative~~& ~~agent.~~Company, ~~The~~LLC, ~~Fourth~~Roth ~~Amended~~Capital ~~and~~Partners, ~~Restated~~LLC, ~~Credit~~Cantor ~~Agreement~~Fitzgerald ~~amended~~Canada ~~and~~Corporation, ~~restated~~Stifel ~~the~~Nicolaus ~~Company’s~~Canada ~~existing~~Inc., ~~credit~~and ~~agreement~~Canaccord ~~with~~Genuity ~~Coinbase~~Corp., ~~dated~~ as ofsales ~~June 26~~agents, ~~2023~~to ~~and~~include ~~subsequently~~Virtu ~~amended~~Americas ~~and~~LLC ~~restated~~as onan ~~January~~additional ~~12,~~U.S. ~~2024,~~sales ~~June~~agent ~~17,~~and ~~2024~~Virtu ~~and~~Canada ~~June~~Corp. ~~16,~~as ~~2025,~~an ~~and~~additional ~~further~~Canadian ~~amended~~sales onagent ~~August~~for 1,the ~~2025~~Company’s “at-the-market” offering program (as amended, the “~~Third~~ Amended ~~and~~Sales ~~Restated Credit~~ Agreement”).

The Fourth Amended and Restated Credit Agreement amends and restates the Third Amended and Restated Credit Agreement primarily to increase the principal amount by up to $70,000,000 of additional borrowings, if any, resulting in a total principal amount of up to $200,000,000. The remaining material terms in the Fourth Amended and Restated Credit Agreement, including the interest rate, maturity date, payment terms, and acceleration provisions, remained in line with the terms included in the Third Amended and Restated Credit Agreement. The Borrower borrowed the additional funds, in full, on December 22, 2025.

The ~~funds~~foregoing ~~made~~description ~~available~~of ~~pursuant to~~ the ~~Fourth~~ Amended ~~and~~Sales ~~Restated Credit~~ Agreement ~~are~~does ~~expected~~not purport to be ~~used~~complete ~~for~~and ~~general~~is ~~corporate~~subject ~~purposes.~~to, ~~The Borrower’s obligations under the Fourth Amended~~ and ~~Restated~~qualified ~~Credit~~in ~~Agreement~~its ~~are~~entirety ~~secured~~ by, the ~~Borrower’s~~full ~~interest~~text inof ~~certain Bitcoin held in~~ the ~~custody~~Amended ofSales ~~Coinbase Custody Trust Company~~Agreement, ~~LLC~~which ~~(“Coinbase Custody”) and Coinbase’s recourse~~ is ~~limited~~attached toas ~~such~~Exhibit ~~Bitcoin held in the custody of Coinbase Custody~~1.1 ~~Coinbase~~hereto ~~Custody~~and ~~will~~is ~~not~~incorporated ~~charge~~by ~~the~~reference ~~Borrower any custodial fees for such Bitcoin collateral~~herein.

The foregoing description of the Fourth Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Credit Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K.

~~Item~~This ~~2.03Creation~~Current ofReport aon ~~Direct~~Form 8-K ~~Financial~~shall ~~Obligation~~not orconstitute an ~~Obligation~~offer ~~under~~to sell or the solicitation of an ~~Off-Balance~~offer ~~Sheet~~to ~~Arrangement~~buy any securities nor will there be any sale of athese ~~Registrant~~securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01Financial Statements and Exhibits.


Exhibit No.		Description

10.1		Fourth Amended and Restated Credit Agreement, dated as of December 22, 2025, between Hut 8 Mining Corp. and Coinbase Credit, Inc.

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


Exhibit No.	Description.

1.1	Amendment No 1. to the Controlled Equity Offering^SM Sales Agreement, dated February 25, 2026, by and among the Company and Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., Virtu Americas LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., Virtu Canada Corp. and Canaccord Genuity Corp.

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

SIGNATURES

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


	HUT 8 CORP.
	(Registrant)

Date: December 31, 2025
	By:	/s/ Victor Semah
		Name:	Victor Semah
		Title:	Chief Legal Officer & Corporate Secretary


	HUT 8 CORP.
	(Registrant)

Date: February 25, 2026

	By:	/s/ Victor Semah
		Name:	Victor Semah
		Title:	Chief Legal Officer

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