Hut 8 Corp 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Hut 8 Corp. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports); and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 newor revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error or previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as ofthe last business day of the registrant’s most recently completed second fiscal quarter was approximately $1,747,264 thousand.As of February 24, 2026, the registrant had 110,887,284 shares of its common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into PartIII of thisAnnual Report on Form10-K where indicated. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within120days after the end of the registrant’s fiscalyear ended December31, 2025. TABLE OF CONTENTS PART I Item 1. Business6Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments51Item 1C. Cybersecurity51Item 2. Properties52Item 3. Legal Proceedings52Item 4. Mine Safety Disclosures52 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities53Item 6. [Reserved]53Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A. Quantitative and Qualitative Disclosures About Market Risk79Item 8. Financial Statements and Supplementary Data81Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure155Item 9A. Controls and Procedures155Item 9B. Other Information156Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections156 PART III Item 10. Directors, Executive Officers, and Corporate Governance157Item 11. Executive Compensation157Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters157Item 13. Certain Relationships and Related Transactions and Director Independence157Item 14. Principal Accountant Fees and Services157 PART IV Item 15. Exhibits and Financial Statement Schedules158Item 16. Form 10-K Summary159 Signatures160 Introductory Note Business Combination and Change in Fiscal Year End On February 6, 2023, U.S. Data Mining Group, Inc., a Nevada corporation doing business as “USBITCOIN” (“USBTC”), Hut 8 Mining Corp., a corporation existing under the laws of British Columbia(“Lega