UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2026
Hut 8 Corp.
(Exact name of registrant as specified in its charter)
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Delaware | 001-41864 | 92-2056803 |
(State or other Jurisdiction of | (Commission | (IRS Employer |
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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
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:
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Title of each class | Trading | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | HUT | The Nasdaq Stock Market LLC |
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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 8.01Other Events.
On February 25, 2026, Hut 8 Corp., a Delaware corporation (the “Company”), entered into Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated as of December 4, 2024, with Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc., and Canaccord Genuity Corp., as sales agents, to include Virtu Americas LLC as an additional U.S. sales agent and Virtu Canada Corp. as an additional Canadian sales agent for the Company’s “at-the-market” offering program (as amended, the “Amended Sales Agreement”).
The foregoing description of the Amended Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Sales Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01Financial Statements and Exhibits.
Exhibit No. | Description. |
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1.1 | |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | HUT 8 CORP. | ||
| | (Registrant) | ||
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Date: February 25, 2026 | | | ||
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| | By: | /s/ Victor Semah | |
| | | Name: | Victor Semah |
| | | Title: | Chief Legal Officer |
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