Form 8-K

8-K — Hut 8 Corp.

Accession: 0001104659-26-070744

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0001964789

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

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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 5, 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 8.01.

Other Events.

On June 4, 2026, Hut 8 Corp. (the “Company”) issued a press

release announcing that Beacon Point DC LLC, its wholly-owned indirect subsidiary, priced its offering (the “Offering”) of

$4.250 billion aggregate principal amount of 6.129% Senior Secured Notes due 2042 (the “Notes”). The Offering is expected to

close on June 9, 2026, subject to market and other conditions.

The Notes will only be sold 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. A copy of the press release announcing the

pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 completion, size and timing of 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

Press Release of the Company, dated June 4, 2026

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 5, 2026

By:

/s/ Victor Semah

Name:

Victor Semah

Title:

Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616926d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Hut 8 Announces Pricing of $4.25 Billion

of Investment-Grade Senior Secured Notes for Beacon Point Data Center Project

Fully amortizing project financing due

2042; non-recourse to Hut 8 Corp.

MIAMI, FL, June 4, 2026 —

Hut 8 Corp. (Nasdaq, TSX: HUT) (“Hut 8” or the “Company”), an energy infrastructure platform integrating power,

digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies, today announced that its wholly-owned

subsidiary, Beacon Point DC LLC (the “Issuer”), has priced a $4.25 billion private offering (the "Offering") of

6.129% senior secured notes due 2042 (the “Notes”). The Notes will be offered to persons reasonably believed to be qualified

institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and

to non-U.S. persons in reliance on Regulation S thereunder. The Offering is expected to close on June 9, 2026, subject to market

and other conditions. There can be no assurance that the Offering will be completed on the terms described herein or at all.

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 of critical IT capacity, to be built on an approximately 521-acre property in Nueces County, Texas

(the “Property”) and (2) the construction of the substation located on the Property (together, the “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 by the First Amendment to Data Center Lease

Agreement, the “Lease”), (ii) fund debt service reserves, and (iii) pay fees and expenses in connection with the

Offering.

The Notes will bear interest at a rate

of 6.129% per annum payable semi-annually in cash in arrears on May 30 and November 30 of each year, beginning on November 30,

2026 and will mature on November 30, 2042. The Notes will be fully amortizing with amortization payments payable semi-annually beginning

on May 30, 2030.

The Notes will constitute senior secured

obligations of the Issuer and will be secured by first-priority liens on substantially all assets of the Issuer, other than certain excluded

property, as well as a pledge of the equity interests in the Issuer held by Beacon Point Holding LLC, the direct parent company of the

Issuer. The Notes are non-recourse to Hut 8.

The Notes have not been registered under

the Securities Act or the securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent

registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes

will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act

and outside the United States to non-U.S. persons in reliance on Regulation S thereunder.

This press release shall not constitute

an offer to sell, or a solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any state or jurisdiction

in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any

such state or jurisdiction.

About Hut 8

Hut 8 is an energy infrastructure platform

integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies such as AI, high-performance

computing, and ASIC compute. The Company develops, commercializes, and operates industrial-scale energy and data center infrastructure

through a power-first, innovation-driven approach.

Cautionary Note Regarding Forward-Looking

Information

This press release 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 press release that address activities, events, or developments that the

Company and the Issuer expect or anticipate will or may occur in the future, including statements relating to the Project and the

terms of the Offering and the use of proceeds therefrom, 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”, “is designed to”,

“likely,” or similar expressions.

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 the Company

as of the date of this press release, 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

the Project), 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 Project), 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 AI data center 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 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 www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Information in this press release is as of the

dates and time periods indicated herein, and neither the Company nor the Issuer undertake to update any of the information contained

in these materials, except as required by law.

Contacts

Hut 8 Investor Relations

ir@hut8.com

Hut 8 Public Relations

media@hut8.com

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