Material Agreement (Form 8-K)

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.