Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Hut 8 Corp.

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On June 9, 2026, Beacon Point DC LLC (“Issuer”), an indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company” or “Hut 8”), completed its previously announced private offering (the “Offering”) of 6.129% Senior Secured Notes due 2042 (the “Notes”).…

Filed Jun 10, 2026Accepted Jun 9, 2026, 5:49 PM EDTCIK 1964789Accession 0001104659-26-071952
Share

Company context

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. For more information, visit hut8.com.

Current securities

Historical securities (1)

Recent company filings

  1. 4 filingSep 28, 2026
  2. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureSep 28, 2026
  3. Results of Operations and Financial ConditionAug 4, 2026
  4. 10-Q filingAug 4, 2026
  5. SCHEDULE 13G - filed by VANGUARD PORTFOLIO MANAGEMENT LLC regarding Hut 8 Corp.Jul 31, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On June 9, 2026, Beacon Point DC LLC (“Issuer”), an indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company” or “Hut 8”), completed its previously announced private offering (the “Offering”) of 6.129% Senior Secured Notes due 2042 (the “Notes”). The Notes were sold under a purchase agreement, dated as of June 4, 2026, entered into by and among the Issuer and J.P. Morgan Securities LLC as the representative (the “Representative”) of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”), for resale 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 aggregate principal amount of Notes sold in the Offering was $4,250 million. The Notes were issued at a price equal to 100% of their principal amount. 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. Maturity and Interest Payments On June 9, 2026, the Issuer and Beacon Point Holding LLC, the direct parent of the Issuer (“HoldCo”), entered into an indenture (the “Indenture”) with respect to the Notes with Wilmington Trust, National Association, as trustee (the “Trustee”), and collateral agent (the “Collateral Agent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 6.129% per annum, payable semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2026. The Notes will mature on November 30, 2042, unless earlier redeemed or repurchased in accordance with their terms. Amortization of Principal The principal amount of the Notes will amortize on a semi-annual basis on May 30 and November 30 of each year, beginning on May 30, 2030, in the amounts set forth in the Indenture. Required amortization shall be subject to adjustment in case of, among other reasons, partial redemption or repurchase or, in certain circumstances, the issuance of additional notes. Redemption On or prior to May 30, 2042 (the “Par Call Date”), the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at the “make-whole” redemption price described in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. Upon the occurrence of a Data Center Lease Termination Event (as defined in the Indenture), the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Upon or after the Initial Commencement Date (as defined in the Indenture), in the event that the Issuer’s Debt Service Coverage Ratio (as defined in the Indenture) is less than 1.1:1.0, the Issuer may redeem a portion of the Notes, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, in an aggregate principal amount such that, after giving effect to such redemption, the Issuer’s Debt Service Coverage Ratio is equal to approximately 1.1:1.0. Certain Covenants The Indenture limits the ability of the Issuer to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens; (v) consummate certain asset sales; (vi) enter into sale and lease back transactions; (vii) hold assets or conduct operations unrelated to the operation of the Data Center Project; (viii) engage in certain transactions with its affiliates; (ix) merge, consolidate or transfer or sell all or substantially all of its assets; and (x) modify the lease or guarantee related to the Data Center Project or the Issuer’s organizational documents, (xi) (1) become a general partner in any general or limited partnership or joint venture, (2) acquire any subsidiary or (3) organize any subsidiary. The Indenture also limits the ability of HoldCo to engage in certain transactions. These covenants are subject to a number of important qualifications and exceptions as set forth in the Indenture. Upon the occurrence of specified change of control events, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. In addition, upon the occurrence of certain asset sales and a Data Center Lease Termination Default (as defined in the Indenture), the Issuer must offer to repurchase the notes at 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date (as further described in the Indenture). The Indenture also provides for customary events of default. The foregoing description of the Indenture and the notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form of note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 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, 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 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.1 Indenture, dated as of June 9, 2026, among Beacon Point DC LLC, Beacon Point Holding LLC and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 6.129% Senior Secured Notes due 2042. 4.2 Form of Note representing the 6.129% Senior Secured Notes due 2042 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Filed exhibits (1)
EX-4.1 (by filename) tm2617190d1_ex4-1.htm

EX-4.1 2 tm2617190d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version BEACON POINT DC LLC, as Issuer 6.129% SENIOR SECURED NOTES DUE 2042 INDENTURE Dated as of June 9, 2026 BEACON POINT HOLDING LLC, as HoldCo, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 ──────────────────────────────────────────────────────────────────────────────────────────────── Section 1.01 Definitions 1 Section 1.02 Other Definitions 31 Section 1.03 Rules of Construction 31 Section 1.04 Certain Compliance Calculations 32 Article 2 THE NOTES 33 Section 2.01 Form and Dating 33 Section 2.02 Execution and Authentication 34 Section 2.…

Open exhibit ↗

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.