Hut 8 Corp.

Cedar Plus Profile at cedarplus.ca. As otherwise indicated, all figures discussed today are in U.S. dollars. Certain statements made during this call may constitute forward-looking statements within the meaning of applicable securities laws. These statements reflect current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Certain key risks are detailed in our Form 10-K for the year ended December 31, 2025, and our continuous disclosure documents. Except as required by law, we assume no obligation to update or revise any forward-looking statements. During the call, management may reference non-GAAP measures such as adjusted EBITDA. We believe these measures, alongside GAAP results, provide valuable insight into our performance. Reconciliations of GAAP and non-GAAP results are included in the tables accompanying today's press release, available on our website. We will begin with a moderated Q&A session with our CEO, Asher Genoot, followed by a detailed financial review from our CFO, Sean Glennan. Let's get started.

Hi, good morning, everyone, and thank you for joining us. I'll start today with a conversation with Mark Eidelman, our new head of investor relations, who joined us in June from Nextera Energy. Marcus spent the last several weeks speaking with the research and investor community, and I asked him to share some of the comments, questions, observations that he has heard most. After our discussion, Sean will walk through the quarter, and then we'll open up the line for questions.

Thanks, Asher. Investors often describe HUD-AIDS as a Bitcoin miner that transitions to data center development. I do not think that framing is quite right. What is HUD-AIDS, and what does PowerFirst actually mean?

I think everything starts with one simple observation. Electricity is becoming one of the scarcest resources in the economy. HUD-8 is an energy infrastructure platform. We build large scale digital infrastructure around scarce power. AI, Bitcoin mining, high-performance computing, and whatever comes next are applications running on that platform. AI happens to be the highest value application today. Power First is not simply a development strategy. It is the operating system for how we allocate capital, manage risk, and build the business. So Bitcoin mining was our first proof point. We learned how to source low-cost power, build infrastructure faster and more efficiently, and operate assets at scale. AI infrastructure rewards those same capabilities, but across larger deployments, longer duration contracts, and more financeable cash flows. The operating model has not changed. The opportunity has expanded. In practice, our framework is repeatable. Originate power, secure site control and interconnection, commercialize with high credit quality counterparties, finance efficiently, and build and operate against long duration contracted cash flows. Riverbend, BeaconPoint, and the financings we will discuss today are outputs of that same framework. We're not building a collection of projects. We're building a platform that repeatedly converts scarce power into long-duration contracted infrastructure assets.

That makes sense. Many companies now describe themselves as power first, or as AI infrastructure developers. How should investors distinguish capability from the client?

Power First is not the differentiator. Capability is. The differentiator is the ability to consistently originate, commercialize, finance, and execute infrastructure around scarce power. That starts with how we allocate capital. We don't underwrite applications. We underwrite scarce power. Applications change. Customer demand changes. Thank you for joining us today. But we never underwrote the investment around one outcome. We preserved multiple commercialization paths from day one. And as AI demand accelerated and location started being more of a preference rather than a requirement, we commercialized the same underlying power through a higher value application. We did not predict the future. We built the flexibility to adapt to it. Our first two AI campuses were not existing Bitcoin mining facilities that we converted. And I think that's really important for people to understand about the HUD 8 story. So our first two campuses that we've announced were not existing Bitcoin mining facilities that we had converted. They were greenfield campuses that we originated from the ground up, commercialized with investment-grade anchor counterparties, and financed in the investment-grade markets, and are now executing through construction. At the same time, approximately 700 megawatts of our infrastructure supports our affiliated tenant, American Bitcoin. That demonstrates that we can commercialize power through more than one application. And the market has already provided meaningful evidence of that capability. We have three 15-year leases with investment-grade anchored counterparties in the last nine months alone. Two of the first investment-grade construction financings for single-sponsored data center projects. And multiple Greenfield campuses advanced through origination, commercialization, financing, and now construction. In infrastructure, capability is not measured by what you say. It is measured by what customers sign and what capital markets finance.

So one of the things I want to talk about is, you know, financing at J.P. Morgan. I financed projects at J.P. Morgan and then helped build projects at NextEra. So one of the things I want to kind of introduce is why I left all that and joined Hot Aids. I think the best way to answer that is to start with what I've learned over the last 20 years. Great infrastructure companies are not built around individual assets. They're built around repeatable systems that can consistently originate, commercialize, finance, build, and operate infrastructure over long periods of time. That is what stood out to me about HUD-8. Riverbend alone did not convince me. Beacon Point alone did not convince me. What convinced me was that both were produced by the same system. Projects can be replicated, systems compound. Before I joined, I spent a lot of time to challenge you, Asher, and the team on the risks. Power origination and interconnection, customer relationships and counterparty quality, delivery timelines and construction risk, capital formation and financing, repeatability in the long-term vision. And you had well thought out answers to each of my questions that demonstrated that you understood the core risks and were mitigating them effectively. I was not looking for every risk to disappear. Infrastructure is not about eliminating risk. It's about understanding it, structuring it, and allocating capital accordingly. Having spent my career financing and helping build infrastructure businesses, I recognize the same characteristics I've seen in the very best platforms, disciplined capital allocation, rigorous risk management, and a repeatable system for creating value. This is also a rare opportunity to help build an infrastructure company at the beginning of its journey around one of the most valuable resources in the economy, power. Large infrastructure platforms are built by repeatedly applying the same discipline framework over many years. I believe HUD-8 is at the beginning of that journey. So Asher, the topic you hear most from investors is execution risk. HUD-H has not yet delivered projects of the scale on this timeline for counterparties of this quality. What is the basis for your confidence in on-time delivery?

I think execution starts long before construction. People often think execution begins when you start pouring concrete. And I think construction is the final stage of execution, not the beginning of it. By the time construction starts, a lot of the most important decisions should have already been made. That's why we think about execution as a system and not an event. It starts with disciplined underwriting, power origination, site control, permitting, engineering, procurement, financing, counterparty alignment, construction sequencing. Every one of those decisions is made to reduce uncertainty before we mobilize on site. Our confidence rests on three things. Priority, delivering riverbend and beacon point on time is our number one priority. Our reputation and the repeatability of the model depend on it. Discipline, permitting, procurement, site work, power delivery, and counterparty coordination all run in a single integrated schedule with conservative assumptions. And three, demonstrated capability. We have energized industrial sale capacity before and repeatedly. The application has changed, but the discipline required to deliver has not. And every campus we develop makes the platform stronger. It improves our engineering, supply chain, execution, institutional relationships, and ability to deliver the next campus. Execution is not something that we hope for. It's something we designed for. Every campus we develop makes the platform stronger.

Let's talk about River Bend. Where does construction stand today at River Bend and what are the key milestones between here and energization?

So delivery is part of our model investors can verify in real time. And we're very pleased with where Rubin stands today. The team is executing well. So structural steel erection began in early June. The building foundations are expected to be completed before month's end. And that opens up additional work fronts and allows crews to move in in parallel rather than sequential right now. We began steel erection on the substation in mid-July. And now we're beginning slab-on-grey pours across the auxiliary support yard in the main building. And none of that is accidental. It's what disciplined sequencing, integrated planning, and one delivery schedule are designed to produce. So every milestone does more than advance Riverbend. It strengthens our engineering supply chain and execution capabilities and our credibility behind the next transaction. As our customers and our partners look at how we execute, they build more and more confidence. And so Riverbend is not only a building, it's a campus. It's building capabilities that will make every campus after it and every building on the campus much better.

Thanks, Asher. Let's shift a peak in point. We announced a second peak in point at least last month. What does that transaction demonstrate?

Beacon Point Building 2 is important for a much bigger reason than just signing another lease. It's another proof point that our framework is repeatable. The progression matters. Riverbend demonstrated that we could commercialize a Greenfield campus with an investment grade anchor counterparty. I know a lot of people were waiting for that, and we were able to announce that last December. Then Beacon Point Building 1 demonstrated that the framework was repeatable, but with a different customer. and then Beacon Point Building 2 demonstrated something different. Again, an existing customer chose to expand under the same commercial framework. So different customers, same operating model, similar lease structure, same long duration, contracted cash flows. And the second BeaconPoint lease is for 352 megawatts of IT capacity and represents about $9.8 billion of expected base term contract value. With that lease, the campus is now fully commercialized with full gigawatt of utility capacity supporting contracted investment grade cash flows. And the customer chose to double its footprint at BeaconPoint. We think that's one of the strongest forms of validation an infrastructure platform can receive. And customers don't expand because of presentations. They expand because they have confidence in the asset, confidence in our ability to deliver. And BeaconPoint also reinforces how we allocate capital. We originally, as I mentioned, underwrote the site for a Bitcoin commercialization path, but we preserved these multiple paths from day one. And so when the market evolved, we were able to commercialize that same power through a higher application and build it from Greenfield. And we didn't change the asset, we just changed the application. So at the platform level, Beacon Point now represents 704 megawatts of contracted IT capacity, roughly about $19.6 billion of expected base term contract value. And so together with Riverbend, total contracted AI data center capacity is about 949 megawatts, representing roughly $26.6 billion of expected aggregate base term contract value all produced by the same operating model in less than a year. And so every commercialization expands the platform. And it's what compounding looks like for us. So Mark, a key part of Riverbend and BeaconPoint is not only the signed lease, but the executed financing behind it. When you look at the Riverbend financing from the outside, what did it signal to you?

Asher, well, let me start with what impressed me most. It was not the size of the financing. It was what the market agreed to underwrite. The transaction consisted of $3.25 billion of fully amortizing senior secured notes due to 2042, rated investment grade, issued at the project level, non-recourse to HUD-8, and backed by contracted lease revenues from a campus still under construction. The investment grade market has historically not financed construction-stage data centers, especially single-sponsor, single-asset projects. The rating agencies and fixed income investors underwrote the contract structure, counterparty credit and backstop, high-rate delivery model, and risk allocation for 16 and a half years, covering the expected construction period and the entire 15-year lease. Having spent years on the other side of that analysis, I can tell you that credit committees do not finance ambition. They finance certainty and execution. That was institutional validation of the development model, especially the most rigorous currency there is, committed capital at investment-grade pricing. Thank you. Thank you. Thank you. So Asher, that peak and point financing, as I mentioned, was executed on better terms than Riverbend, a higher rating, higher pricing, greater scale. So what does that improvement tell you? And how does the capital structure support growth from here?

I think it tells us that capital follows capability. We did not get an investment grade financing because we wanted it. We earned it through the disciplined execution. And so when we first started Riverbend, I talked about this in one of our previous earnings, We went to the rating agencies, and the investment grade result was because of what we presented them, not because we went in expecting that. And so Beacon Point consisted of $4.25 billion of senior secured notes. The notes were rated one notch higher above Riverbend, and they priced 20 points inside of Riverbend. And the offering was substantially oversubscribed with repeat investors returning and also new investors joining. And we pushed amortization from two years on Riverbend to four years on Beacon Point. We did not copy the transaction. I think that's really important because it would have been easy to do so. We structured every term from first principles again. And the result... Thank you for joining us today. It's non-recourse, so there's zero recourse debt at the parent level. And it's non-dilutive to equity holders. And each project is designed to generate sufficient cash flows to support the related construction financing. So growth is not constrained by the corporate balance sheet, and we can develop multiple campuses at once. And so together, Riverbend and Beacon Point Building 1 represents approximately $7.5 billion of investment grade capital raised for construction stage development. Every successful financing expands the platform's ability to finance the next one. And this is capital formation compounding in real time in front of you all. Capital follows capability and better capital is earned through better execution.

Asher, let's shift gear a little bit. Behind the model of capital as an organization, how do you build one that can deliver at this scale and keep delivering as a platform grows?

I think people are ultimately what determine whether a platform can compound over time. Organizations don't scale because they own great assets. They scale because they build capabilities that can be repeated. And people create those capabilities. We've built the organization around actual lifecycle of a project, not around a traditional corporate org chart. So origination, underwriting, development, financing, delivery, operations. And we've been equally deliberate about the type of people we recruit. We want builders who take ownership, enjoy solving hard problems, think from first principles, and want to build something that compounds over decades, not quarters. I spoke about being a company that's more of a religion rather than a job on my last quarterly earnings. And honestly, I've had multiple folks interview and bring that up and say, I want to join this mission. And so like-minded folks really attract each other. And I think of the team we assemble for a project almost like a group of Navy SEALs, not an army. Everyone brings a specific skill set. Everyone has operated at a high level in that function, and they come together as one unit to execute from start to finish. And we have also invested in talent with deep backgrounds across power, development, infrastructure, procurement, project execution, and capital markets. I mean, Mark, you're an example of that. That investment shows up, though, in SG&A. And we do not view it as overhead creep. We view it as an investment in platform capacity and capability because we're so focused on growth and scale. After our first two campuses, we now have a repeatable framework across design and engineering, supply chain, contracting, financing, and delivery. And organizations learn capabilities compound. Every campus improves a team, and the improved team makes the next campus better. So people are not separate from the platform. They are the platform, and they are the capability that compounds every other capability.

Thanks for that, Asher. Let's talk about the pipeline. Investors want greater visibility into the development pipeline.

Look, I think it's a fair ask. And I think the first step is to frame the question correctly. The goal is not to build the largest headline megawatt number. The goal is to convert the right opportunities into financeable, commercializable infrastructure. And we manage the pipeline like an underwriting exercise. The project must clear a series of gates before it moves forward. So power scale and speed to power, interconnection certainty, site control and a path towards permitting, network access, customer demand, capital intensity, and risk-adjusted returns. Every megawatt in the reported pipeline has already been tested against those criteria. And that's what makes a number meaningful, not simply large. Through that lens, the development pipeline now stands at about 8.7 gigawatts, up approximately 300 megawatts from last quarter. We have 11 sites in the under diligence and under exclusivity stages, averaging more than 650 megawatts each. On average, those opportunities are larger than each beacon point building. We did not only grow the pipeline, we advanced it. The exclusivity stage increased by 200 megawatts as projects move forward from diligence. And what's really, really important is the reported number also excludes M&A opportunities behind the meter power generation solutions and potential riverbed expansion, where the tenant holds a right of first offer on the next gigawatt. So the direction of opportunity flow is also changing. Riverbend and Beacon Point have led more developers and power producers to bring opportunities to us rather than the other way around. They see our ability to execute, our ability to finance at scale and have deep tenant relationships. And so we're having more inbound interest from an M&A perspective more than ever from developers who have a piece of land in an interconnect and need someone to commercialize that for them. I think that's a sign that the platform itself is beginning to compound. And so we don't optimize for the biggest pipeline. We optimize for the highest quality pipeline and investors should underwrite the platform's ability to repeat not only the next lease.

Last question for you, Asher. There's clearly a philosophy underpinning these answers. How would you simply summarize our philosophy for investors?

It comes down to a handful of principles we return to every day. Scarcity creates opportunity. First principles identifies that opportunity. Optionality protects capital. Commercialization creates value. Execution earns trust. Capital follows capability. Platforms compound. Everything starts with power, and we have built the operating system that turns those principles into contracted cash flow. And we are proud of what the team has accomplished, but we still believe we are very early. Every campus strengthens the platform. Every financing expands our capabilities. Every customer deepens our relationships, and every great person makes the organization stronger. What I would encourage investors to underwrite is not our next project. It is our ability to compound capabilities over time, create projects that create earnings, and compounding capabilities that create enduring enterprise value.

Asher, thank you. Sean, let's turn to the quarter's financial results. Investors can read the income statement in the 10Q, so I want to focus this discussion on what the numbers say about the underlying business, the balance sheet, and HUD-AID's ability to finance growth. Revenue increased meaningfully year over year. Adjusted EBITDA improved, yet the course still showed a significant gap in net loss. How should investors reconcile those results?

Thanks, Mark. I think there are three key takeaways in our financials. One, the operating business grew. Two, margins expanded. And three, EBITDA improved. Moving to the P&L items themselves, revenue increased approximately 81% year over year to $74.9 million, while cost of revenue increased by approximately 23%. That produced gross profit of approximately $48 million and expanded gross margin to approximately 64%, compared with approximately 47% in the prior year period. Adjusted EBITDA, excluding digital asset mark-to-market movements, was $10.4 million. That compares with $4.2 million in the prior year period. The gap net loss of $177.1 million was driven primarily by $138 million loss in digital assets. Bitcoin declined during the quarter while it had increased materially in the prior year period. So the year-over-year comparison is dominated by a non-cash mark-to-market swing.

Thanks, Sean. Let's go one level deeper. Who are the most important drivers across power, digital infrastructure, and compute?

So Compute remained the primary operating contributor. Revenue increased to 72.5 million from 34.3 million, which is driven by an increase in Bitcoin mined from approximately 308 to approximately 935. That growth reflects additional operating capacity following the commencement of operations at Vega and the re-energization of our Drumheller facility. Compute cost of revenue increased at a much slower rate than revenue itself, resulting in a segment gross margin of approximately 66%. That operating leverage is important because it demonstrates the earnings capacity of the current platform even before our contracted AI data center revenues begin contributing. Digital infrastructure revenue was $1.3 million. That was broadly consistent with the prior year period. Today, that segment still reflects the legacy base. Its financial profile changes materially as riverbend and beacon point data halls are delivered and the associated long duration lease revenues begin coming online. General administration expense increased substantially. How should investors distinguish between recurring overhead and investment in the platform? Yeah, it's something Asher touched on. It's something that we focus on a lot. It's really important to us. Reported G&A was $76.1 million, and that compares with $30.2 million in the prior year period. However, approximately $43.6 million of the increase was share-based compensation. So the majority of the year over year was non-cash. Cash investment also increased as we added talent and capabilities to support a much larger development platform. Salaries and benefits increased by approximately $4.1 million, primarily from additional headcount supporting growth initiatives, not maintenance initiatives, particularly in our energy origination group. We evaluate SG&A spending through a growth-first maintenance lens. The organization required to maintain today's operating base is meaningfully smaller than the organization required to originate, finance, construct, and operate multi-million dollar campuses in parallel. That does not mean growth spending is unconstrained. We expect every investment in people, systems, and capabilities to be tied to specific commercial outcomes. More high-quality power origination, faster project conversion, lower cost of capital, improved execution, and stronger operating leverage over time.

Let's talk about the balance sheets. It looks very different. Cash and restricted cash increased to approximately $7 billion. Internal debt increased to approximately $7.6 billion. What is the right way to interpret those figures?

So the first distinction is between corporate liquidity and project restricted capital. At June 30th, we had approximately $233.6 million of unrestricted cash and approximately $6.8 billion of restricted cash and cash equivalents. The restricted cash primarily represents proceeds from the Riverbend and Beacon Point financings, and those are held in project accounts and can only be used for construction, debt service reserves, and other specified project purposes. It is not excess corporate cash, and the related debt is not general corporate leverage. Similarly, the majority of that approximately $7.6 billion carrying amount of debt consists of the $3.25 billion Riverbend notes and the $4.25 billion Beacon Point notes. Those obligations sit at bankruptcy remote project subsidiaries. They're secured by the applicable project assets and accounts, and importantly, are non-recourse to Hyatt's parent company. So the consolidated balance sheet has become larger because of two of our three projects under construction are fully financed. Economically, each project is designed to service its own debt from its own contracted lease cash flows. That's the financial architecture we want. Ring-fenced project risk, preserved parent flexibility, and minimal reliance on corporate equity.

Investors will also notice that interest expense increased sharply, while interest income increased to $27.1 million. How should they think about the construction period to carry on these finances?

Interest expense increased because we closed $7.5 billion of long-duration project financing during the quarter. That's expected when fully funding two campuses before the related lease revenues begin. Importantly, the proceeds are not sitting idle. Undrawn construction funds are invested in short-duration instruments within project accounts. Those funds generated $27.1 million of interest income in the quarter, partially offsetting the interest costs on the notes. We also capitalized $5.7 million of interest into construction in progress during the quarter. The accounting, therefore, reflects three components, interest expense recognized currently, interest income earned on undeployed proceeds, and interest capitalized as part of the cost of the assets under construction. I think the broader point is that we structured these financings to remove refinancing risk and secure the full construction capital upfront. There's a cost of carrying committed capital during construction, but we believe that cost is outweighed by the certainty of funding, protection against future capital market volatility, and the ability to execute without returning to the market mid-build.

Well, how did the country conversion and the Falcon X refinancing change the parent level balance sheet, Jeremy?

In our minds, it was pretty meaningful. So in May, Kotu converted the approximately $159.3 million of accreted principal balance of its note into $9.7 million shares. That eliminated our only remaining parent recourse debt. We also refinanced $200 million Coinbase facility with a new $200 million FalconX term loan. The coupon declined from 9% to 7% as a result of the refinancing, and the facility is collateralized by Bitcoin, not the parent. Those transactions simplify the parent capital structure. Excluding ordinary course obligations, the parent is not obligated under the river bend or beacon point notes. And the remaining significant financing is secured by a discrete pool of Bitcoin. That matters because one of our most valuable corporate assets is flexibility. A clean parent balance sheet gives us the ability to fund early-stage development, absorb timing differences, pursue strategic opportunities, and choose the right financing for each asset rather than being forced into the financing that happens to be available at a specific given point in time.

Beacon Point Phase 1 is finance, and the second phase is now contracted. What principles will guide financing Beacon Point Phase 2 and the broader development pipelines?

So I think it really comes down to four principles. As always, the first principle is going to be asset level self-sufficiency. We're going to seek to finance each project against its own contracted cash flows with risk generally ring fence of the project and no recourse to the parent wherever feasible. The second principle is optimization rather than repetition. Riverbend established the market. Beacon Point One improved on that execution with a larger issuance, a lower coupon, a higher rating, and a later start to scheduled amortization. We will not assume the next financing should look identical. We're going to evaluate the asset, the lease, the construction schedule, market conditions, and investor demand from a first principles perspective. Third principle is disciplined use of equity. Equity should fund the portions of the development cycle where it creates the most value, origination, site control, interconnection, design, and other work required to convert an opportunity into a financeable project. Once contracted cash flows are in place, we want long-duration project capital to fund construction. And the fourth and final principle is preserving liquidity across the portfolio. The model needs to support several campuses advancing at once, not just one project at a time. That means matching duration, amortization, covenants, and recourse to the economics of each asset while maintaining capacity at the parent.

Thanks, Sean. To close, what should investors take away from the quarter from a financial perspective?

Yeah, and I think this is really important. So first, the operating business has strengthened. Revenue grew, gross margins expanded, and adjusted EBITDAX, excluding digital asset mark-to-market, increased year-over-year. Second, the capital formation model moved from concept to repeatable execution. We raised $7.5 billion of investment-grade, long-duration project financing for two construction-stage campuses with no recourse to the parent. Third, the parent balance sheet became cleaner. The CO2 note converted, the Bitcoin-backed facility was refinanced at a lower coupon, and the majority of consolidated debt is now matched to contracted project cash flows. And finally, the financial profile is in transition. Today's income statement is still dominated by compute and digital asset accounting. As Riverbend and BeaconPointer delivered, the mix should shift meaningfully towards long-duration contracted digital infrastructure cash flows. are focused to manage the transition with discipline, execute the projects, protect the parent balance sheet, and finance growth in a way that compounds value per share.

Thank you, Sean. That concludes our prepared discussion. Operator, please open the line for questions.

For analysts on the webcast, you can connect by phone to the conference call for Q&A by using the switch to conference call window on the lower right of the webcast console. Once connected, to ask a question, simply press star then the number 1 on your telephone keypad. We kindly ask that you please limit your initial question to 1 and return to the queue for any follow-ups. Our first question will come from the line of Steven Berg with Morgan Stanley. Please go ahead.

Hey, good morning. Thanks so much for taking my question. I wanted to just dive into behind-the-meter generation and really just get your overall temperature check in terms of How desired is this by your customers? I guess this can really help to create much larger sites and move much faster, potentially. So it strikes me as a very good complement to the grid access that you have. And, Asher, you've spoken to this before. But just curious, your latest thinking in terms of, you know, how likely is this in your view? How important is this? to your customers to be able to sort of achieve both the timing and scale objectives that they have. I'd love any comments you might have on that.

Behind the meter, and thanks, Stephen, appreciate the question. Behind the meter capacity will happen. We see the demand. We see the opportunities for them within our pipeline. And they're the fastest speed towards power. And I think not only do the customers want it, but the grids that we're looking at building at, they want us to bring power and additional to consuming from the grid. They want us to help offset as well. The reason why we don't include behind the meter opportunities in our development pipeline is because we feel like those megawatts are a bit disingenuine. What do I mean by that? What I mean is if we have a piece of land, we have an interconnect on there in terms of substation and transmission capacity, and we have a pipeline, frankly, we can put as many megawatts as the pipeline can support from a gas perspective, right? So River Bend could be a multi gigawatt Thanks so much for taking my question.

Appreciate it. Thank you.

Our next question will come from the line of Brett Noblock with Cantor Fitzgerald. Please go ahead.

Hi, guys. Thank you for taking my question. I know Greg Addison sent a letter yesterday that, you know, had a lot of people asking some questions. I'm curious to your thoughts on it, to what extent it's kind of big point grandfathered, and how does maybe that change your view of where you're looking to grow the portfolio from a pipeline perspective.

I think across the board in the U.S. today, more and more politicians are going to want to make sure that ratepayers and their voters feel protected. And so we saw the letter and we trust the legislative process. As we're reviewing, we're prepared to work with the PUC and ERCOT to implement kind of this process. We feel very confident in the package we put forward during the batch process. and a lot of the things that we had put forward aligns with many of the points that Governor Abbott raised. And that includes grid reliability, water usage, environmental considerations, noise, traffic, emergency and other community protections. And so we actually were one of the ones that voluntarily participated in the PUE survey that they had come out. And we gave them all the information on Beacon Point around the water And so we plan to do the same exact thing with the governor's request. And as we continue to develop across the pipeline, when we look at places like Texas, Louisiana, Alabama, kind of the southeast border and places across the U.S., there are some states where they want the business of data centers. But they also want to make sure that their communities feel protected because there's so much FUD and noise out there in the system today. And there are other states that are a bit harder to do work in. And so those were a bit more sensitive in terms of entering and investing significant development capital. But overall, I think you'll just see this as a common part of development, which is you have to do the work to have people feel comfortable that you're not just saying that, hey, we have a closed loop water system. We're not going to use water that cools the chips, right? We actually pay our way when it comes to energy infrastructure upgrades or energy capacity. I mean, most of these things we are doing no matter what, because we have I think it's just putting in a bit more process to make people feel comfortable. And overall, I think it's actually very, very healthy for the U.S. because right now, without that, it's just a he said, she said, and people are scared and local politicians are scared to do what they think is best for the communities from a kind of repair tax perspective impact, but also from kind of a general sentiment perspective. And so I think it's just putting in a bit more process I think you see different politicians trying to enact this in different ways to make their voters feel comfortable. And then on the other extreme, you have some states that kind of are just extremely against it. And so I think Texas is one where they're just trying to make sure that the way that this capacity is coming online is thoughtful to the ecosystem, the community. So there's not a huge reversion. We're able to continue to scale.

Awesome. Thank you. And then maybe if I could just follow up on Riverbend. I know there's a lot of talk about behind the meter. Curious from a timing perspective, like how quickly could behind the meter at that site get set up? Would that come before maybe additional power delivery from energy? And you guys might have commented on this. I might have missed this. But just walk me through, you know, how Riverbend expands from here via kind of grid or behind the meter or directly from energy. Thank you.

So if we think about building one, it gets built really across 2027. Each data hall gets handed over. And so in order for building two to start and to start delivering data halls, it's kind of on the back of building one, right? And so you think kind of end of 2027 that that capacity has the opportunity to come online. when we think about behind the meter generation we have a bunch of solutions we're looking at at Riverbend and other campuses as well in terms of what is that generation and some of those solutions the power actually can get there faster than the data center can get built and that's obviously not all solutions when we think about Riverbend it's a really unique environment because we have such a supportive state and in local legislative and administrative kind of community where they want us to bring this business in and to expand We have an amazing workforce of subcontractors there in all the skilled trades. And so when we look at Riverbend, the gas is there. There's plenty of access on the pipelines. We've already confirmed that. And then obviously Entergy we're working with as well around capacity. So I actually see a world where you might see some behind the meter generation capacity kind of working in concert with Entergy grid connected capacity.

Awesome. Thank you guys. I appreciate it. Thanks.

Our next question comes from the line of Darren Aptahi with Lucid Capital Markets. Please go ahead.

Yeah, good morning. Thanks for taking the question. On your exclusive energy basket in your release, the roughly 1.9 gigs, could you kind of characterize maybe where are those sites, brownfield, greenfield, and then just how you were going to maybe also characterize You know, geographic and community risk is, Asher, you were talking about the governor's letter as well.

Thanks. Happy to do so. We're pretty diversified. So I think the best way to think about our company, and I'll take one step back and talk through how we develop. When you think about each stage in the development pipeline, and again, to remind folks, these are greenfield opportunities. And so Primarily, we're finding land, we're finding interconnect. A lot of the M&A opportunities that we have that kind of fall into people have already developed a greenfield to a certain stage or brownfield opportunities, those opportunities are not included in this pipeline. And we have a whole team working on those. And behind the meter is not included. So as we think through kind of how we build a team, we have multiple teams across five different ISOs. So we split the United States into five sections. Each section incorporates a certain set of ISOs and we have different teams. So think of them as like citadel pods. Each pod has a budget. They have a group of individuals in their team and they go and they develop. And so we have a bunch of these pods across each across these five regions and across each region. Capacity under diligence is the pot under their budgets. Go and start putting in land options, interconnect agreement studies, pre-construction work, site development surveys, geotext, and so forth. When we get to capacity and exclusivity, there's a line of sight on power in addition to obviously the land control and path towards permitting as well. As everyone knows, we've kind of really been working through the Illinois and Logan County process of one of our sites. So kind of local community support is paramount as we think about sites that go from diligence into exclusivity and our confidence level in order to spend the resources and the work to make sure we have the support. Because otherwise, like exclusivity is where we have a lot of teams working on those projects and bringing them to development where we're comfortable in the ability to commercialize those projects. That's why we deploy more capital and more investment into them. And so as we think about the overall pipeline, we're pretty well diversified across the United States, across multiple states, multiple ISOs, and do not have a heavy conversation in one area. And I think one that was done by design early on, our belief was the US is a pretty big area. And so instead of having one team be spread thin, let's build these kind of separate pods in this incentive structure where we have different experts across the U.S. and different ISOs. And I think that's worked out based on kind of the overall kind of concentration in the market today where we're able to say, all right, you know what? This site, this situation is happening. It's slowing down a little bit. That's okay. We have these other opportunities that are continuing to progress. And so we're pretty grateful for that and having built the platform day one to kind of support that. And that's where you see, like, the reason why we're investing into this growth SG&A, the magnitude of these opportunities are so large. And so having amazing people to be able to scale our ability to capture this opportunity, we think is a no brainer. Frankly, I wish I would have done it even earlier. I remember when about two years ago, I had a meeting with One of the former CEOs of the largest energy utility in the US. And we were really talking about the analogies behind like data center development versus renewable development. And they arguably were one of the most successful renewable developers, actually a person that ran Mark's former shop and a big, Comment was around scale, right? You need to find land, you need to find interconnects. And we really kind of got comfort in that once we felt like we had a repeatable platform and we had that customer demand that was repeatable as well. And we started really scaling over the last couple of quarters, but could have done it even earlier than that before the first deal was announced. And so I think our platform feels very, very healthy. It's very diversified. and the current platform we disclose to the public is only one subset of the overall kind of platform internally that we work on. And the main reason is like authenticity of those numbers. Like we can have that platform look really, really big based on all the M&A conversations we're having, based on all the behind the meter conversations we're having, but we have a higher threshold to disclosing those because we want those Our next question will come from the line of Stephen Glegola with KBW. Please go ahead.

Hey, thanks for the question. I'm sorry if I missed this earlier on the call. Asher and Sean, can you maybe provide more detail on how you intend to fund the equity component associated with the Beacon Point Phase 2 lease? And then, Sean, I'm just curious maybe to get your broader thoughts on what you're seeing in the funding markets today on the debt side, and has anything changed in terms of project financing availability over the last few months? Thank you.

Yeah, I'll take the first part of that and I'll pass it over to Sean. If we were looking at doing the exact same structure that we did from building Riverbend Building 1 to Beacon Point Building 1, right, in terms of a 16-year IG bond, etc., The equity commitment that we would have, we have the balance sheet to be able to support that. And we've really thought about, all right, how do we think about kind of equity dilution relative to that? So what we've shared from beacon point building one to beacon point building two was that we really focused on first principles of what made that deal strong. and how do we make it better and how do we make it stronger? And I think from building one to building two, we were able to improve kind of metrics across the whole board. So when we look at BeaconPoint, when we look at BeaconPoint building two now, which is the third financing, we're taking that same first principles, which is how do we really think about our overall cost of capital? across the different mechanisms that we have and how do we structure something that's the most accretive in terms of long-term creation. We'll share more on that in the coming weeks. But as we think about the optionality of what we have with the balance sheet that we have today, the different financing counterparties that want to continue to support the story, we're pretty excited and confident as we think about growth of the platform that what we're working on is going to be Interesting and innovative, similar to kind of building one at Riverbend and building one at Beacon Point. Sean, pass it over to you.

Yeah, thanks, Asher. And thanks for the question, Steve. Look, the market remains open. It remains. Thank you for joining us today. Quality operators, quality developers, and quality structures. And so we spend a lot, and this is why we are so principled and why we take so much time structuring the debt deals that we do. We want to make sure that they're going to be attractive to the market and that they'll get a lot of receptivity because ultimately we want to make sure that We're being good stewards of bondholder capital as well. And so I think we've developed a pretty good following in the fixed income markets. And for those who have executed well, I think the market will remain open and provide pretty good pricing and whatnot. I think it's really going to depend on what it'll be very issuer by issuer, I think, going forward. So we're really excited about where we sit in that ladder.

Great. Thank you, guys. Thank you.

Our next question will come from the line at Ben Summers with BTIG. Please go ahead.

Hey, good morning, and thank you for taking my question. So, Asher, you mentioned M&A opportunities. Curious on what you're seeing in that market, and are there any specific power markets where you're seeing more acquisition opportunities?

8 Corp., Asher Kevin Genoot, Michael Ho, I think right now everyone's seeing kind of the data center momentum. And so you have every person who has a piece of land and a transmission line that falls across that piece of land thinking that they can build a data center there. And then there's other developers that have really kind of done the work on the interconnection agreements are unable to get the capital to build, don't have the track record to actually get confidence within the tenant to actually go and execute and build the campus either. And so I think the three leases that we've announced, the platform that we're building has actually created a lot of good kind of reputational credibility out there. And we're having a lot of them bound. And as we think about M&A, we're also like, as we look at the first couple of projects we developed, like our development risk capital out there is pretty low relative to We're not putting out nine figures of capital on pieces of land or equipment. Really, most of our capital is deployed post commercialization. We're talking about tens of millions on the land and some long lead time equipment on both of these projects before we actually commercialize. But those dollars really were backwards weighted closer to negotiation of the agreement before the final kind of ink was signed. And so as we think about some of these M&A opportunities, Michael Ho, Sean Glennan, Victor Semah, James Beer, Suzanne Ennis and many more. we believe in our ability to execute and those sellers have to believe in HUD-8's ability as well, then the deal works. But we're seeing a lot of these opportunities, teams are kind of working through them. And I think today what I'm most grateful for is we can get indication around interest on sites a lot faster than two years ago. And we have pretty deep relationships across the counterparties that we've executed leases with. And a lot of the counterparties that were at the kind of the, We have a much broader subset and we're able to get responses on feedback much more quickly. And then the other element that I think has really helped us and we've doubled down into this is we're relatively conservative when we bring opportunities to people. Like we tell them exactly all the work that we've done, the risks that we see, and I think as a result, that's created deeper trust. And I think in this business, trust is paramount. Do people trust that you're giving all the information to them very transparently? Are you trying to sell them all on a deal or are you trying to kind of build a partnership with them? And as we think about these relationships, we think about the next five, 10 plus years. And so we're never trying to sell any given opportunity. We're trying to work with them as partners and say, hey, this is the opportunity. This is interesting for you. This is the things that we think are good. These are the things that we think may not be as good. Let's talk through those subset of different points. And so as a result, M&A has become really interesting because our ability to feedback quickly to be able to kill or drive deals forward has allowed us to really focus on the right opportunities.

Super helpful. Thank you for taking my question. Thank you.

Our next question will come from the line of George Sutton with Craig Hallam. Please go ahead.

Thank you. Asher, during your Q&A, you talked about existing customers that have the right to new megawatts. I wanted to make sure I understood that in the context of that discussion you were talking about M&A. Are you operating on behalf of some of your customers relative to these M&A opportunities and going to market that way? just wanted to be clear about that.

No. So when we think about some of the kind of ROFOs we have in place, get a first look at some of these opportunities and they get to kind of say if they want them or not for the opportunities. But as we think about kind of the subset of tenants, I mean, in my mind, like six plus tenants we're very, very close with. There's not that many in the grand scheme of things, but a lot of kind of these opportunities, Mark, it's still very similar. We're not going in blind. We're going in with two to three people in mind and we get responses from them within days, not We have a very active dialogue. And so as we look at M&A opportunities, we're able to understand what tenants might have interest in that. Is it a real demand signal? And we know exactly the criteria that matter to them. And so overall feel very good on the demand side of the equation and now finding the right opportunities that we can execute on well, that is a good kind of dedication of bandwidth and resources and the economic structures work as well. And so from M&A, I think a lot of kind of how historically those opportunities would have worked is, and that's why we didn't really do much of it, is you'd have to take kind of a directional bet that you believed that it would work. And when we think about taking that directional bet, we're much more comfortable with Greenfield because the cost basis is so much lower. But two things have changed in the recent kind of year, year and a half. One is that we're actually able to get that demand signal. And if we ever have to put capital at risk, we think we can align that commitment from the tenant with the capital at risk. So we're not actually putting any capital at risk. And two is we actually have many more developers that say, you know what, HUDD is a proven entrusted brand and we believe in your ability to execute. So we're actually willing to take back into economics on you executing rather than you having to put up the development capital. And they also know how we operate and it's kind of off the table if they're expecting a big Payday, without us actually commercializing anything. Thanks for the clarity.

Our next question will come from the line of Joe Vassey with Canaccord. Please go ahead. Joe, you might be on mute. Our next question will come from the line of Brian Dobson with Clear Street Equity Research.

Please go ahead.

Thanks so much for taking my question. So at the risk of beating a dead horse regarding this statement from Governor Abbott, do you think that this might help wash out some of the weaker players in the queue for ERCOT in favor of some of the more established players like yourself?

I think a lot of these... different initiatives are doing exactly that. Speaking about the M&A piece, we have so much noise out there and we're not even getting all of these requests to get submissions and approvals. And I think a lot of that noise scares people, right? Because the true numbers of development are not actually the numbers that these utilities are getting. Those are a lot of people kind of speculatively spending tens of thousands of dollars putting an interconnection and putting a land option and saying, all right, I'm going to try to go sell this to the likes of a HUD-8. And so I think it does clear up a lot of the noise within the system. And when you think about development, like it increases the muscles of how do you develop? Well, I think at the end of the day, it is important that as we invest into these facilities and they generate great cash, those campuses are great partners within the communities that they operate within. And this kind of mindset, I think, runs pretty deep within the culture of the company. The first site that we ever built and started was actually a former DuPont sodium smelter in Niagara Falls, New York. There was a 50 megawatt substation there. It was a brownfield campus. We went and we retrofitted that site and turned it into a Bitcoin mine. But when we built those, a lot of the people we hired, their parents and their grandparents worked in this DuPont factory. and like that factory was kind of a core impact to that community. And it really, really made a profound impact on the people within that community. And so I think as we develop these large infrastructure assets and these data centers, it's really important to think about the impact on the communities and how do we make sure we're building alongside those. And I think a lot of the companies that are willing to invest into thinking in that way and invest into the time into talking with these communities are usually Thank you so much for joining us.

Yeah, and if I may, just one follow-up. You know, there's some concern in the broader market about CapEx spending from the hyperscalers. Is there anything in your conversations that would lead you to believe that they're taking the foot off the gas in terms of data center development?

Demand is robust from all the conversations we've had. Demand is real. Demand is there. Everyone wants capacity. Yesterday has been the story for the last two years since we have really kind of dove deep into these relationships. I mean, I'm out of the office most weeks meeting with tenants, showing campuses that we have and so forth. Demand is robust. And I think part of that is because, and Sean mentioned this similar to the kind of the financing side of the equation, we've built more reputation, more trust. And so like, frankly, I'm not sure if demand is more robust now than it was 10 years ago, but for HUD-8, it definitely is. And so I think there's a little bit of bias in these perspectives because I think we've built more kind of reputational credibility alongside tenants, financing counterparties, and so forth. And today we're kind of right in the centerfold of all of this and see it first-handed. And from our perspective today, demand is real, demand is there. Tenant will ebb and flow in terms of their demand, right? Some folks, they'll have a lot of capacity. Their CFO will say, hey, let's pause for a second. They'll pause for a month or two. And then it turns back up. And we've seen that same story happen across the last two years. But overall, as kind of a market, we're seeing robust demand. We're seeing anyone who's paused turn back on and kind of that cycle ebb and flow.

Yeah, excellent. Thanks very much. Thank you.

Our next question will come from the line of Patrick Moley with Piper Sandler. Please go ahead.

Hey, good morning. This is Will Koss, not for Patrick Moley. Thanks for the question. Specifically, as it relates to your gigawatt diligence agreement with Anthropic, could you give us an update on your talks and relationship with the company and then where this sits on your list of priorities relative to maybe the 50 megawatts Under development, riverbend expansion or the movement of any number of megawatts into development from exclusivity or diligence. Thank you.

Thanks for the question. Anthropic is a great kind of example of a customer that needs a lot of demand and capacity to fulfill their needs. And so we work very closely with them, have a good relation with them. Obviously, we're building the campus in Riverbend for them. And so overall, look to continue to do work and expand with them as well. But we feel very good with the relation that we built with them and have some kind of down the fair opportunities that we're in discussions with them and have some more novel opportunities and other fun opportunities that were in discussion with them as well.

Our next question will come from the line of Chris Brindler with Rosenblatt Securities.

Please go ahead.

Hey, thanks for squeezing me in and congrats on all the progress. Quick question unrelated to the data center business. Maybe give us an update on your ownership and current position in American Bitcoin, just given some of the Thanks for the question, Chris.

We own roughly around 54% of American Bitcoin today. American Bitcoin just had their earnings yesterday, and they had a really great operating year. Most amount of Bitcoin that was ever mined, even though Bitcoin was down. I think Bitcoin was down double digits over the last, call it, one or two quarters, and margins only... Michael Ho, Sean Glennan, Victor Semah, James Beer, Suzanne Ennis American Bitcoin is in a really similar spot, right? The underlying business is actually strong. There's a lot less attention and the market just isn't there. And so I think overall, as we're thinking about the opportunity, everything from an operational perspective is continue to operate. I kind of shared this tweet the other day that the markets are a weighing game in the long term and the voting game in the short term. And all you can control is how well you build the business to be really, really heavy and kind of create a lot of intrinsic value. And so overall, business is strong there. As we think about HUD-8's balance sheet, I think obviously as we continue to grow and continue to become an energy infrastructure company, Bitcoin is a nice asset to have on the balance sheet. If there's opportunistic moments where we would sell that Bitcoin and fund different initiatives, we will. Those opportunities haven't come up yet. We've been able to finance these projects and we've been able to Great. Thanks so much and congrats again. Thank you.

Our next question will come from the line of Nick Giles with B. Reilly Securities. Please go ahead.

Yeah, thanks. You know, there's a lot of dialogue around upward pressure on build cost, and so I was curious, you know, how much of your CapEx is already secured on your contracted capacity, or are there any further contracts to negotiate with your suppliers? And then can you just speak to how your procurement strategy has shifted as supply chains tighten? Thank you.

Thanks for the question. The first two buildings, so the first building on each campus, are fully contracted. 100% of long-lead type buildings are contracted. GC, subcontractors, pricing is fixed, and that aligns with obviously the financings that we've done. building two was cheaper than building one. And now as we're finalizing building three, we expect it to be cheaper than building two. And so for us, interestingly enough, I think we just continue to push like what we believe is possible. I think these things can be built way more efficiently, whether it be from a design, construction, supply chain perspective, we're using obviously some of the best vendors in the world. And then from a kind of allocation of capacity, We focus on building partnerships, not on just one-off purchases. And as a result, we actually haven't seen a big impact when it comes to lead times, capacity and allocation and queues. At the end of the day, it's all preference and priority. And with the majority of suppliers that we work with, I'm directly connected at the CEO level with all of these companies. And are all companies that we don't believe we can build a deep relationship with, we don't engage deeply with, but we're talking about multinational companies that are all very, very excited by what we're doing and the way we're thinking about innovation as well. It's not just we're buying equipment for this campus. We're talking about, hey, how do we push the frontier of how do we think about these developments? How do we think about integrating all of your equipment into a skidded design? So overall, I know there's kind of this talk and this noise around supply chain and costs, but at Hutt, we're hyper focused on being able to drive those down and build more efficiently. That's kind of core. And so when we think about what it takes to be successful, we obviously need amazing financing. We've talked about a lot about that today and continue to challenge what we do and continue to improve. on structuring in terms, but we do the same exact thing on the other side of the house from an operations design procurement perspective. And so this goes more overall to kind of the thesis and principles and values in which we operate. But as of today, we're looking to continue to improve on the builds and the cost of this infrastructure. We want to improve on time to build, we want to improve on cost to build, building after building.

Super helpful, Asher.

I appreciate the color. Thank you.

Our next question comes from the line of Alan Klee with Maxim Group. Please go ahead.

Good morning. On a site-level basis for the digital infrastructure segment, as the leases fully scale up, how do you think about gross margins and adjusted EBITDA margins?

You'll see those increase. And so Sean will share some of the numbers as well on a net debt basis. But if we think about roughly $27 billion of contracted revenue, that's about $1.7 billion per year of cash flow that comes in. And because these are triple net leases, all the costs in running those facilities are actually passed through to the tenant. So the majority of that 1.75 drops to the bottom line. That's why we showed kind of a 99% NOI margin. And so really your costs on that capital is just servicing principal and interest on the bonds that we have outstanding. Sean, anything to add there?

No, I think that's right. If you think about the actual margins on the project, we've had 99, 100% basically margins on the projects. And if you look at That's going to be kind of consistent going forward as long as we have triple net leases. I think we're going to stay away from guidance for the future years. But the other thing I would say is we're going to continue to have a very keen eye towards what our SG&A is and making sure that we're investing in growth and not just maintenance. As Asher says a lot, we could run the run the existing company with a lot fewer people, a lot fewer expenses. And so we're going to maintain a keen eye on that and make sure that we don't have, as Asher mentioned before, SG&A creep. And so as you think about overall margins for the company, it's something we're very focused on, both at the lease level and at the corporate level.

When we think about, I mean, when I looked out into the office we have here today, the majority of people in the office know that their job is for net new growth. If the job was let's run this public company, let's run these three buildings and data center leases that we've announced, we can have significantly less people because more than 50% of the people out here are focused on net new growth and not kind of keeping the lights on. And that's really, really important. Look, I think from a cash flow perspective, it's relatively easy to model. You guys know what kind of the lease economics are. The two bonds that we've announced, you kind of can look at what those amortization schedules are on those bonds as well. And then you take a prediction on SG&A and that kind of gets you your net cash flow.

Thank you.

And this concludes our question and answer session and our call today. Thank you all for joining.