Note 11. Related party transactions

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions. As of June 30, 2026, the Company owed Hut 8 $83.5 million of which $42.3 million was recorded within Due to Hut 8 and $41.2 million was recorded within Operating lease liability on the Unaudited Condensed Consolidated and Combined Balance Sheets, related to the agreements discussed below.

Cost Allocations from Hut 8

Prior to the effectiveness of the Transactions on March 31, 2025, Hut 8 provided significant support functions to the Company, which did not operate as a standalone business. The Company's Unaudited Condensed Consolidated and Combined Financial Statements reflect an allocation of these costs. Allocated costs included in cost of revenue relate to support primarily consisting of electricity, facilities, repairs and maintenance, and labor, which are predominantly allocated based on revenue. Allocated costs included in general and administrative expenses primarily relate to finance, human resources, benefits administration, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions and are predominantly allocated based on a percentage of revenue. See Note 1 for a discussion of these costs and the methodology used to allocate them.

Master Colocation Services Agreement

On March 31, 2025, in connection with the Transactions, the Company entered into a Master Colocation Services Agreement with Hut 8 (the "MCSA"). Under the MCSA and its service orders, Hut 8 provides the Company with colocation and hosting services at Hut 8 owned or leased facilities for the Company’s Bitcoin miners, on specific terms set forth in service orders to the MCSA.

Under the terms of the MCSA, the Company pays Hut 8 fees generally consisting of a monthly recurring charge, as set forth in each service order, plus 100% of the costs, fees, disbursements, and expenses paid or incurred by Hut 8 in connection with the use, operation, and maintenance of the relevant facility (including costs related to the delivery of contracted power) and any installation charges, and non-recurring costs or amounts for additional services incurred during the term of the applicable service order. For the three months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MCSA were $31.7 million and $14.4 million, respectively. For the six months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MCSA were $59.4 million and $14.4 million, respectively. Pursuant to an Exclusivity Agreement between the Company and Hut 8, all of the Company’s Bitcoin miners are located at Hut 8’s facilities.

Master Management Services Agreement

On March 31, 2025, in connection with the Transactions, the Company entered into a Master Management Services Agreement with Hut 8 (the "MMSA"). Under the MMSA and its service orders, Hut 8 provides the Company with management, oversight, strategy, compliance, operational, and other services for its Bitcoin mining operations hosted at Hut 8’s facilities.

Under the terms of the MMSA, the Company pays to Hut 8 service fees generally consisting of a fixed fee, payable monthly, for general management, operational, compliance, and other services, plus a monthly fee equal to a combination of payroll related allocations and 100% of specified "pass through costs" incurred during the term of the applicable service order, including costs and expenses incurred by or on behalf of Hut 8 for labor, maintenance, repairs, and infrastructure expenses, and the provision of services by third parties. For the three months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MMSA were $3.4 million and $1.5 million, respectively. For the six months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MMSA were $6.5 million and $1.5 million, respectively.

Shared Services Agreement

On March 31, 2025, in connection with the Transactions, the Company entered into a Services Agreement with Hut 8 (the "Shared Services Agreement"), pursuant to which Hut 8 agreed to provide back-office support services to the Company, including accounting and financial reporting, HR support, payroll, benefits, IT support and management, legal and compliance, and vendor management services. Under the terms of the Shared Services Agreement, the Company pays to Hut 8 a monthly fee equal to a combination of payroll related allocations and costs charged on a "pass through" basis, to Hut 8 for providing services under the Shared Services Agreement to the Company. For the three months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the Shared Services Agreement were $0.9 million and $1.8 million, respectively. For the six months ended June 30, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the Shared Services Agreement were $1.8 million and $1.8 million, respectively.