DEF 14A of Hut 8 Corp.
Filed Apr 28, 20260001104659-26-049711
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SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box:
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| ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material under §240.14a-12 |
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Hut 8 Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | | | ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2026 Notice of Annual Meeting of Stockholders and Proxy Statement Image depicts a rendering of our River Bend data center facility currently under construction. A Message From Our Chief Executive Officer
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| “We believe the opportunity ahead is durable. Access to power will increasingly define who captures the generational opportunity ahead, and our model is built around that constraint. We are confident in our position and intend to let our results speak for themselves. To those who have supported us from the earliest days, your conviction made this possible. To those who have joined more recently, we look forward to rewarding your trust in us through continued execution.” | Dear Fellow Shareholders, On behalf of our board of directors and our entire company, we are pleased to invite you to attend our 2026 Annual Meeting of Stockholders to be held on Thursday, June 11, 2026, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/HUT2026. When I became CEO of Hut 8, we made a decision to rebuild the company around a single conviction: that access to power would define where and how compute is deployed at scale. We believed executing on this conviction would position Hut 8 to capture a disproportionate share of demand for energy-intensive digital infrastructure. Over the past two years, we have acted on that conviction: sourcing power, advancing greenfield projects, and building the commercial and financing frameworks required to meet demand from next-generation, energy-intensive technologies like AI. In 2025, that work translated into material commercial outcomes. At our River Bend campus in Louisiana, we signed a 15-year, 245 MW IT lease with Fluidstack, representing approximately $7.0 billion in base-term contract value, financially backstopped by Google for the initial 15 year lease term. We also announced a strategic partnership with Anthropic to develop up to 2,295 MW of AI infrastructure capacity across the United States, including River Bend. Taken together, these outcomes reflect the logic of our power-first development model. Rather than assuming power access and building around it, we source power first and develop infrastructure around secured capacity. As demand for AI infrastructure grows, we believe this approach will continue to differentiate us from developers constrained by traditional commercialization models. Underpinning these results was a deliberate approach to commercialization. We did not announce agreements until demand was secured, financing was structured, and key delivery partners were in place. The underlying principle is straightforward: contracts are a liability until they generate cash flow. That discipline will continue to guide us as we scale. During the year, we also took steps to simplify the business and align capital allocation with this model. We carved out our Bitcoin mining operations into American Bitcoin Corp., a majority-owned, publicly listed subsidiary with its own capital formation strategy. This structure is designed to preserve shareholder exposure to Bitcoin while eliminating the need for incremental parent-level capital investment. We also divested our 310 MW portfolio of natural gas power plants in Ontario, redeploying that capital into areas where we believe we can build greater structural advantage and generate higher returns. With this foundation in place, we remain ever-focused on execution. |
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| Our immediate priority is delivering our first AI data center development at River Bend. Beyond that, we continue to advance a development pipeline totaling 8,500 MW as of year-end. As we do so, we intend to maintain the discipline that defined our initial transaction while optimizing development speed and capital efficiency through a first-principles approach to design and development. We believe the opportunity ahead is durable. Access to power will increasingly define who captures the generational opportunity ahead, and our model is built around that constraint. We are confident in our position and intend to let our results speak for themselves. To those who have supported us from the earliest days, your conviction made this possible. To those who have joined more recently, we look forward to rewarding your trust in us through continued execution. The accompanying Notice of Annual Meeting and Proxy Statement contains important information regarding the proposals to be presented at the Annual Meeting. Whether or not you plan to attend, I encourage you to review the materials carefully and vote promptly. Thank you to our shareholders for your continued support, and to our employees and partners for the discipline, focus, and commitment required to build what we believe will become an enduring, generational business at the intersection of energy and technology. On behalf of the Board of Directors and the entire Hut 8 team, Asher Genoot Chief Executive Officer |
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Notice of Annual Meeting of Stockholders At our 2026 Annual Meeting of Stockholders, we are requesting your vote as to the matters of business set forth below:
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| Meeting date & time | Proposals | Items of business | Vote recommendation | | Thursday, June 11, 2026 10 a.m. (Eastern time) Location: Virtual www.virtualshareholder meeting.com/HUT2026 | 1 | To elect eight directors to our board of directors; | “FOR” each of the nominees | | | 2 | To approve, on an advisory basis, the compensation of our named executive officers; | “FOR” | | | 3 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | “FOR” | | | 4 | To approve an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan; and | “FOR” | | | 5 | To transact any other business as may properly come before the meeting and any adjournment or postponement thereof. | | | | Only stockholders of record as of the close of business on April 13, 2026 will be entitled to receive notice of, and to attend and vote at, the Annual Meeting. We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process will reduce the costs and environmental impact associated with printing and distributing our proxy materials. We expect to mail this notice and our proxy materials on or about April 28, 2026. | | | | Contact Okapi Partners 1-877-629-6355 toll free Email info@okapipartners.com | Your vote is important We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer, or other similar organization, please follow their instructions. If you have any questions about the Annual Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Okapi Partners, toll free at 1-877-629-6355 or by email at info@okapipartners.com. By Order of the Board of Directors, Victor Semah Corporate Secretary | | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 11, 2026. Our Proxy Statement and Annual Report are available at www.hut8.com/investors and www.proxyvote.com.
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| 1 | General Information | | 6 | Proposal 1: Election of Directors | | 7 | Corporate Governance | | 18 | Compensation Discussion and Analysis | | 33 | Compensation Committee Report | | 34 | Executive Officer Compensation | | 41 | Non-Employee Director Compensation | | 44 | Pay Versus Performance | | 47 | Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers | | 48 | Share Ownership of Certain Beneficial Owners and Management/Directors | | 50 | Certain Relationships and Related Party Transactions | | 51 | Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | 53 | Audit Committee Report | | 54 | Proposal 4: Approval of an Amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan | | 65 | Additional Information | | A-1 | Appendix A: Amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan | | | Although we refer to our website in this proxy statement, the contents of our website are not included or incorporated by reference into this proxy statement. All references to our website in this proxy statement are intended to be inactive textual references only. |
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Proxy Statement for the 2026 Annual Meeting of Stockholders To Be Held on June 11, 2026 at 10:00 a.m. (Eastern Time) General Information We are providing this proxy statement to you in connection with the solicitation of proxies by our board of directors for our 2026 Annual Meeting of Stockholders to be held on June 11, 2026, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/HUT2026, and any adjournment or postponement of that meeting (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. On or about April 28, 2026, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. On February 6, 2023, U.S. Data Mining Group, Inc., a Nevada corporation doing business as “US BITCOIN” (“USBTC”), Hut 8 Mining Corp., a corporation existing under the laws of British Columbia (“Legacy Hut”), and Hut 8 Corp., a newly-formed Delaware corporation, entered into a business combination agreement pursuant to which, among other things, Legacy Hut and its direct wholly-owned subsidiary, Hut 8 Holdings Inc., a corporation existing under the laws of British Columbia, amalgamated to continue as one British Columbia corporation (“Hut Amalco”) and both Hut Amalco and USBTC became wholly-owned subsidiaries of Hut 8 Corp. (the “Business Combination”). On November 30, 2023, the Business Combination was completed and Hut 8 Corp. began trading on the Nasdaq Stock Exchange LLC (“Nasdaq”) on December 4, 2023. As used in our proxy materials, unless otherwise noted or the context otherwise requires:
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| – | references to the “Company,” “Hut 8,” “we,” “us,” “our,” and similar terms refer to Hut 8 Corp. and its consolidated subsidiaries including those existing prior to the consummation of the Business Combination; |
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| – | references to “USBTC” are to U.S. Data Mining Group, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination; and |
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| – | references to “Legacy Hut” are to Hut 8 Mining Corp. and its consolidated subsidiaries prior to the consummation of the Business Combination. |
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Our common stock trades on Nasdaq and the Toronto Stock Exchange (“TSX”) under the symbol “HUT.” Answers to Common Stockholder Questions Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders online at www.proxyvote.com, rather than mailing printed copies of our proxy materials. We believe that this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting, and helps to conserve natural resources. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive printed copies of the proxy materials unless you request them. Instead, the notice will contain instructions on how to access and review the proxy materials online, including this proxy statement and our Annual Report, as well as the proxy card to vote online. If you would like printed copies of the proxy materials, please follow the instructions on the notice. Who is entitled to vote at the Annual Meeting? Only stockholders of record of our common stock as of the close of business on April 13, 2026 (the “Record Date”) are entitled to receive notice and to vote their shares at the Annual Meeting. As of the close of business on the Record Date, there were 112,552,646 shares of common stock outstanding. Holders of our common stock are entitled to one vote for each share.
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| 1 | General Information |
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You may vote all of the shares owned by you as of the close of business on the Record Date. These shares include shares that are (i) held of record directly in your name and (ii) held for you as the beneficial owner through a broker, bank, or other nominee. There are distinctions between being a stockholder of record and a beneficial owner, as described below. What is the difference between a stockholder of record and a beneficial owner? Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting, by telephone, over the Internet, or by filling out and returning your proxy card. Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are a beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by your broker or other nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares you hold in your account, and you may vote your shares online at the Annual Meeting only by following the instructions from your broker or other nominee. What items will be voted on at the Annual Meeting? There are four proposals to be voted on at the Annual Meeting:
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| 1 | ELECTION OF eight DIRECTORS to our board of directors | | Board Recommends you Vote “FOR” each OF THE director nomineeS | | 2 | ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | Board Recommends you Vote “FOR” | | 3 | RATIFICATION OF THe APPOINTMENT of KPMG LLP as our INDEPENDENT Registered public accounting firm for the fiscal year ending December 31, 2026 | | Board Recommends you Vote “FOR” | | 4 | APPROVAL OF an amendment to the Amended and RESTATED HUT 8 CORP. 2023 OMNIBUS INCENTIVE PLAN | | Board Recommends you Vote “FOR” |
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Our amended and restated bylaws (the “bylaws”) require that we receive advance notice of any proposals to be brought before the Annual Meeting by our stockholders. We have not received any such proposals. We do not anticipate any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the proxy holders appointed by our board of directors will have discretion to vote on those matters. What vote is required for each proposal? The election of directors; vote, on an advisory basis, on the approval of the compensation of our named executive officers; ratification of our independent registered public accounting firm; approval of an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan; and any other proposal that may come before the Annual Meeting will be determined by the affirmative vote of the holders of a majority of the votes cast. What do I need to do if I want to attend the meeting? You may attend the Annual Meeting, as well as vote during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/HUT2026. You will need your 16-digit control number, which appears in the notice, the proxy card, or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number and gain access to the Annual Meeting. What constitutes a quorum at the Annual Meeting? The presence, in person or represented by proxy, of holders of at least 33.3% of the voting power of the outstanding shares of stock of the Company entitled to vote at the meeting constitutes a quorum. A quorum is required in order to hold and conduct business at the Annual Meeting.
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| 2 | General Information |
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If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. How do I vote? If you hold your shares through a brokerage firm, bank, broker-dealer, or other similar organization, please follow their instructions. If you are a stockholder of record, you can vote through the following methods:
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| Internet | Phone | Mail | Virtual | | You may vote via the Internet by visiting http://www.proxyvote.com and entering the 16-digit control number for your shares located on the Notice of Internet Availability of Proxy Materials or proxy card. | You may vote by telephone by calling the telephone number and following the instructions provided on your proxy card. | If you requested that proxy materials be mailed to you, you will receive a proxy card with your proxy materials. You may vote by filling out and signing the proxy card and returning it in the envelope provided. The proxy card must be received by the close of business on the day before the Annual Meeting. | You can vote at the Annual Meeting online at www.virtualshareholdermeeting.com/HUT2026 by using the 16-digit control number included on your notice, on your proxy card, or in the voting instructions that accompanied your proxy materials. |
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How are abstentions and broker non-votes counted? Abstentions and broker non-votes are counted for the purpose of establishing the presence of a quorum but are not counted as votes cast on the election of directors or any other proposal. If you hold your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain “routine” proposals but cannot vote on other proposals. The election of directors; approval of the compensation of our named executive officers; and approval of an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan are not considered “routine” proposals. If you hold shares in street name and do not vote on these proposals, your uninstructed shares will be counted as “broker non-votes.” The ratification of our independent registered public accounting firm is a “routine” proposal, and therefore, brokers have discretion to vote uninstructed shares on this proposal. What if I do not specify how I want my shares voted? If you are the stockholder of record of your shares and submit your proxy without specifying how your shares are to be voted, your shares will be voted as follows:
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| 1 | FOR | | the election of each of the eight director nominees; | | 2 | FOR | | the approval, on an advisory basis, of the compensation of our named executive officers; | | 3 | FOR | | the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and | | 4 | For | | the approval of an amendment to the Amended and restated Hut 8 Corp. 2023 Omnibus Incentive Plan. |
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| 3 | General Information |
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In addition, the proxy holders named in the proxy are authorized to vote in their discretion on any other matters that may properly come before the Annual Meeting and at any postponement or adjournment thereof. The board of directors is not aware of any other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. Can I change my vote after submitting a proxy? Stockholders of record may revoke or change their proxy before the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, Hut 8 Corp., at our principal executive offices at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131, (ii) signing and delivering a proxy bearing a later date, (iii) voting again via the Internet or by telephone, or (iv) attending and voting in person at the virtual Annual Meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy absent specific action on your part. Street name stockholders who wish to change their votes should contact the organization that holds their shares. Who is paying for this proxy solicitation? We are paying the costs of the solicitation of proxies. Members of our board of directors and officers and employees may solicit proxies by mail, telephone, fax, email, or in person. We will not pay directors, officers, or employees any additional compensation for soliciting proxies. We may, upon request, reimburse brokerage firms, banks, or similar entities representing street name holders for their expenses in forwarding proxy materials to their customers who are street name holders and obtaining their voting instructions. We have retained Okapi Partners as our strategic shareholder advisor and proxy solicitation agent and will pay fees of $35,000 plus a per call fee to Okapi Partners for proxy solicitation services in addition to certain out-of-pocket expenses. Where can I find voting results? We will file a Current Report on Form 8-K with the SEC announcing the final voting results of the Annual Meeting within four business days of the Annual Meeting. I share an address with another stockholder. Why did we receive only one set of proxy materials? Some banks, brokers, and nominees may be participating in the practice of “householding” proxy materials. This means that only one copy of our proxy materials may be sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker, or other nominee who holds your shares. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the proxy materials, you can contact our Investor Relations department at ir@hut8.com or at our principal executive offices at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131. Is a list of stockholders available? The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10 days prior to our Annual Meeting at our principal executive offices at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131 during normal business hours. If you would like to view the stockholder list, please contact our Investor Relations department at ir@hut8.com to schedule an appointment. Who should I contact if I have additional questions? If you have any questions about the Annual Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Okapi Partners, at 1-877-629-6355 toll free or by email at info@okapipartners.com. You can also contact our Investor Relations department at ir@hut8.com or at our principal executive offices at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information on how to vote.
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| 4 | General Information |
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Cautionary Note Regarding Forward-Looking Statements This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause our results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including the risk factors discussed in the Annual Report and factors discussed in other documents we file from time to time with the SEC. Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
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| 5 | General Information |
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Proposal 1: Election of Directors
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| | our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FOR” EACH DIRECTOR NOMINEE |
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| | Our board of directors is currently comprised of eight directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the eight nominees named in this proxy statement. Each of the directors elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until their earlier death, resignation, or removal. The board of directors has nominated Joseph Flinn, Asher Genoot, Michael Ho, E. Stanley O’Neal, Carl J. (Rick) Rickertsen, Mayo A. Shattuck III, William Tai, and Amy Wilkinson for election at the Annual Meeting. All of the nominees are currently serving as directors and have indicated their willingness to serve, if elected, but in the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. In determining that each director should be nominated for re-election, our board of directors considered his or her service, business experience, prior directorships, qualifications, attributes, and skills described in the biography set forth below under “Corporate Governance—Executive Officers and Directors.” |
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| 6 | Proposal 1: Election of Directors |
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Corporate Governance Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of the date hereof.
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| Executive Officers | Age | Position(s) Held | Audit Committee | Compensation and Talent Development Committee | Nominating and Governance Committee | | Asher Genoot | 31 | Chief Executive Officer & Director | | | | | Sean Glennan | 43 | Chief Financial Officer | | | | | Michael Ho | 32 | Chief Strategy Officer & Director | | | | | Victor Semah | 44 | Chief Legal Officer & Corporate Secretary | | | | | Non-Employee Directors | | | | | | | William Tai (1) | 63 | Independent Director | | | | | Joseph Flinn | 61 | Independent Director | | | | | E. Stanley O’Neal (1) | 74 | Independent Director | | | | | Carl J. (Rick) Rickertsen | 66 | Independent Director | | | | | Mayo A. Shattuck III | 71 | Independent Director | | | | | Amy Wilkinson | 53 | Independent Director | | | |
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Chair
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| (1) The Chair of our board of directors is currently Mr. Tai. Subject to his re-election to our board of directors, Mr. O’Neal will replace Mr. Tai as Chair of our board of directors effective immediately after the Annual Meeting. |
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Executive Officers
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| Mr. Genoot has served as our Chief Executive Officer since February 2024, previously serving as our President since the consummation of the Business Combination. He has also been a director of Hut 8 since the consummation of the Business Combination. Mr. Genoot previously served as President, Chief Operating Officer, and director of USBTC from its inception in December 2020 until the consummation of the Business Combination. | ASHER GENOOT | Age: 31 | | | Mr. Genoot has served as Executive Chairman of American Bitcoin Corp. (“American Bitcoin”) since September 2025 and has served as a director of American Bitcoin since March 2025. He has been a serial entrepreneur who started his first business, the Ivy Crest Institute of International Education, at the age of 19 in Shanghai, China and sold it shortly after. Following that experience, Mr. Genoot served as the founder and Chief Executive Officer at Curio, a Shanghai-based education company that expanded across the country from April 2016 to May 2019. He served on the board of directors of Ionic Digital Inc. from January to June 2024. He also has experience as the Managing Director at Flagship Endeavors, a brand incubator, a position he held from January 2019 to December 2020. Mr. Genoot graduated from the University of Southern California with a Bachelor of Business Administration. Reason for Nomination We believe that Mr. Genoot is qualified to serve on our board of directors due to the perspective and experience he brings as our Chief Executive Officer and as the Co-founder and former President of USBTC. | |
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| 7 | Corporate Governance |
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| Mr. Glennan has served as our Chief Financial Officer since August 2024. | SEAN GLENNAN | Age: 43 | | | Mr. Glennan previously spent 13 years in the Global Power, Utilities & Renewables group in Citigroup Global Markets’ Investment Banking division, where he served as Managing Director since August 2021. During his tenure at Citigroup, Mr. Glennan advised on over $80 billion of combined M&A and capital markets activity in the power sector. Mr. Glennan holds a Bachelor of Arts from the University of Notre Dame and a Master of Business Administration from the University of Virgina. | |
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| Mr. Ho has served as our Chief Strategy Officer and a director since the consummation of the Business Combination. Mr. Ho previously served as Chief Executive Officer of USBTC and as Chairman of its board of directors from its inception in December 2020 until the consummation of the Business Combination. | MICHAEL HO | Age: 32 | | | Mr. Ho has served as Chief Executive Officer of American Bitcoin since September 2025, previously serving as Executive Chairman from March 2025 to September 2025. He has also served as a director of American Bitcoin since March 2025. Mr. Ho has experience as a serial entrepreneur, having founded numerous businesses in the digital and traditional trade sectors. He served as the Chief Executive Officer of Vancouver Motorcars Ltd. (formerly Advant Automotive Inc.) from January 2012 to April 2015. Mr. Ho then served as the Chief Executive Officer of MKH International Ltd., from July 2015 to December 2018. During this six year period, Mr. Ho specialized in currencies, international trade, structured financings, and equity structuring. Mr. Ho also has extensive experience in the digital asset mining industry, having begun mining digital assets in 2014. In 2017, Mr. Ho began setting up businesses procuring, managing, and selling turnkey digital asset mining facilities. Reason for Nomination We believe that Mr. Ho is qualified to serve as a member of our board of directors due to the perspective and experience he brings as our Chief Strategy Officer and as the Co-founder and former Chief Executive Officer of USBTC. | |
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| Mr. Semah has served as our Chief Legal Officer and Corporate Secretary since May 2024. | VICTOR SEMAH | Age: 44 | | | Mr. Semah is a seasoned technology executive and legal team leader. From May 2017 to April 2024, Mr. Semah served as the Chief Legal Officer of Cyxtera Technologies, Inc. (now Csquare), a global data center company, which he guided through several transformational transactions. These transactions included the carve-out acquisition of the business from a major telecommunications company, the spin-out of its cybersecurity business, a going-public transaction, a voluntary petition for relief filing under Chapter 11 of the U.S. Bankruptcy Code in June 2023, and a company sale. Concurrently with his role at Cyxtera, Mr. Semah was a Partner at Medina Capital, a private equity investment firm, and major shareholder of Cyxtera. He began his career in private practice and was most recently a Shareholder in the corporate and securities practice at Greenberg Traurig in Miami. Mr. Semah has a Bachelor of Arts from Baruch College and a Juris Doctorate from Boston University School of Law. | |
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| 8 | Corporate Governance |
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Non-Employee Directors
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| Mr. Tai has served as the Chair of our board of directors since the consummation of the Business Combination, and had previously served as a director and Chair of the board of Legacy Hut since March 2018. | WILLIAM TAI | Age: 63 | | | Mr. Tai is a venture capitalist and was an early investor in high profile start-ups including Canva, Color Genomics, Dapper Labs, Safety Culture, Tweetdeck, and Zoom Video. Previously, Mr. Tai co-founded several successful technology companies including IPInfusion and Treasure Data Inc., where he served as Chairman, and has served as a director of seven publicly listed companies. Mr. Tai holds a Bachelor of Science in Electrical Engineering with Honors from the University of Illinois and a Master of Business Administration from Harvard University. Reason for Nomination We believe that Mr. Tai is qualified to serve as a member of our board of directors due to his track record of scaling highly successful companies in nascent markets. | |
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| Mr. Flinn has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of Legacy Hut since August 2018. | JOSEPH FLINN | Age: 61 | | | Mr. Flinn has served as the Chief Financial Officer of Seaboard Transportation Group, a major international bulk transportation group of companies, since March 2019. Prior to that, Mr. Flinn served as President of Clarke Transportation Group, a major North American shipping and transportation company, from March 2017 to February 2019. Mr. Flinn also held senior leadership positions at Sysco Corporation from 2008 to 2015, where he played an integral role as both Chief Financial Officer of Sysco Canada, and President of Sysco Canada’s Eastern Division. Mr. Flinn holds a Bachelor of Commerce from Saint Mary’s University and is a chartered professional accountant. Mr. Flinn is a member of the Institute of Corporate Directors and holds an ICD.D designation. Reason for Nomination We believe that Mr. Flinn is qualified to serve as a member of our board of directors due to his extensive experience in corporate finance. | |
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| 9 | Corporate Governance |
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| Mr. O’Neal has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since March 2021. | E. STANLEY O’NEAL | Age: 74 | | | Mr. O’Neal is the former Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. (“Merrill Lynch”). He became Merrill Lynch’s chief executive in 2002 and was elected Chairman of Merrill Lynch in 2003, serving in both positions until October 2007. Mr. O’Neal worked for Merrill Lynch for 21 years. He was named President and Chief Operating Officer in 2001 and before that was President of the brokerage firm’s U.S. Private Client group. He served as Executive Vice President and Chief Financial Officer of Merrill Lynch from 1998 until 2000 and also held the position of Executive Vice President and Co-Head of the Corporate and Institutional Client Group for one year starting in 1997. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility, including General Assistant Treasurer. He served on General Motor’s board of directors from 2001-2006 and on Arconic’s board of directors from 2008 (through Arconic’s predecessor, Alcoa) to August 2023. He also served as director of American Beacon Advisors, Inc. from 2009 to September 2012. Mr. O’Neal currently serves on the boards of Clearway Energy, Inc. and Element Solutions Inc. (formerly Platform Specialty Products Corporation). He received a Bachelor of Science from Kettering University (formerly General Motors Institute) and Master of Business Administration with distinction in Finance from Harvard Business School. Reason for Nomination We believe that Mr. O’Neal is qualified to serve on our board of directors due to his extensive and relevant experience in executive leadership and board positions in the energy and financial services sectors. | |
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| Mr. Rickertsen has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of Legacy Hut since December 2021. | CARL J. (RICK) RICKERTSEN | Age: 66 | | | Mr. Rickertsen is currently managing partner of Pine Creek Partners LLC, a private equity investment firm, a position he has held since January 2004. From September 1994 to January 2004, Mr. Rickertsen was a managing partner at Thayer Capital Partners where he founded three private equity funds totaling over $1.4 billion. Mr. Rickertsen has also served as a director of MicroStrategy Incorporated, a Bitcoin treasury and business intelligence company, since October 2002, where he is currently the chair of the compensation committee and a member of the audit committee, and Magnera Corporation, a non-woven materials company, since October 2024, where he is currently the chair of the audit committee and a member of the compensation committee. Mr. Rickertsen has also served as a member of the board of directors and audit and compensation committees of Berry Global Inc., a global manufacturer and marketer of value-added plastic consumer packaging and engineered materials, from January 2013 to November 2024. He served as a member of the boards of directors and audit committees of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., each of which is a closed-end management investment company, from 2011 and 2013, respectively, to January 2024. Mr. Rickertsen received a Bachelor of Science from Stanford University and a Master of Business Administration from Harvard Business School. He is also a published author. Reason for Nomination We believe that Mr. Rickertsen is qualified to serve on our board of directors due to his extensive experience serving on corporate boards across the financial services, industrial, and technology sectors. | |
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| 10 | Corporate Governance |
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| Mr. Shattuck has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since December 2021. | MAYO A. SHATTUCK III | Age: 71 | | | Mr. Shattuck previously served as the Chairman of Exelon from February 2012 to April 2022, and as the Executive Chairman of the Board of Exelon from March 2012 through February 2013. Prior to its merger with Exelon, Mr. Shattuck was the Chairman, President, and Chief Executive Officer of Constellation Energy from October 2001 to February 2012. Constellation Energy owned energy-related businesses, including a wholesale and retail power marketing and merchant generation business. Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board and CEO of Deutsche Banc Alex. Brown and as Global Head of Investment Banking and Global Head of Private Banking. While Chairman and CEO of Constellation Energy and Executive Chairman of Exelon, Mr. Shattuck served as Chairman of the Board of the Institute of Nuclear Power Operations and was a member of the Executive Committee of the Board of Edison Electric Institute and the Nuclear Energy Institute. He was also Co-Chairman of the Center for Strategic & International Studies Commission on Nuclear Policy in the United States and Executive Committee member of the Council on Competitiveness. Mr. Shattuck also currently serves on the board of directors of Gap Inc. since 2002, as Board Chair, and Capital One Financial Corporation since 2003. Mr. Shattuck has a Bachelor of Arts from Williams College and a Master of Business Administration from the Stanford Graduate School of Business. Reason for Nomination We believe that Mr. Shattuck is qualified to serve as a member of our board of directors due to his extensive and relevant experience in executive leadership and board positions in the energy and financial services sectors. | |
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| Ms. Wilkinson has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since August 2022. | AMY WILKINSON | Age: 53 | | | Ms. Wilkinson is the Chief Executive Officer of Ingenuity Corporation, an innovation consulting firm, a role she has held since founding the firm in January 2017. She has also served as a director of INNOVATE Corp. since August 2022, where she is currently a member of the audit committee and compensation committee. Ms. Wilkinson also serves as a Lecturer in Management at the Stanford Graduate School of Business, a role she has held since May 2015. Before joining the Stanford Graduate School of Business, Ms. Wilkinson was a Kauffman Foundation Grantee for Research on High Growth Entrepreneurs from 2013 to 2015 and a Senior Fellow at the Harvard Kennedy School of Government from 2009 to 2015. Ms. Wilkinson served in The White House as a White House Fellow and Special Assistant to the United States Trade Representative from 2004 to 2007. She also has experience as a strategy consultant at McKinsey & Company and as a mergers and acquisitions banker at J.P. Morgan. Ms. Wilkinson holds a Bachelor of Arts and a Master of Arts from Stanford University and a Master of Business Administration from the Stanford Graduate School of Business. Reason for Nomination We believe that Mr. Wilkinson is qualified to serve as a member of our board of directors due to her extensive blue-chip experience in international business, public policy, entrepreneurship, and innovation. | |
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| 11 | Corporate Governance |
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Board Independence Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that the following directors are and are not independent in accordance with the Nasdaq listing rules:
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| Non-Independent Directors | Independent Directors | | Asher Genoot | William Tai | | Michael Ho | E. Stanley O’Neal | | | Mayo A. Shattuck III | | | Amy Wilkinson | | | Carl J. (Rick) Rickertsen | | | Joseph Flinn |
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Under the Nasdaq listing rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, our board of directors has made a determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Genoot and Ho are not considered independent by virtue of their positions as executive officers. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us regarding each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director, and certain transactions involving such directors and their affiliates, on the one hand, and the Company, on the other hand. In addition to determining whether each director satisfies the director independence requirements set forth in the Nasdaq listing rules, in the case of members of the audit committee and compensation and talent development committee, our board of directors also made an affirmative determination that independent members of such committees also satisfy heightened independence standards under SEC, Nasdaq, and TSX rules for audit committee members and compensation and talent development committee members. Board Leadership Structure The board of directors reviews its leadership structure periodically as part of its annual self-assessment process and in accordance with its commitment to strong corporate governance practices. Under our Corporate Governance Principles and Guidelines, the board of directors will fill the positions of the chairperson of the board of directors (“Chair”) and the chief executive officer (the “CEO”) based upon its view of what is in the best interests of the company in light of the circumstances at the time. Currently, Mr. Tai serves as the Chair and Mr. Genoot serves as the CEO. As part of its regular review of board leadership and succession planning, and with appreciation for Mr. Tai’s approximately eight years of combined service as Chair of Hut 8 and Legacy Hut, our board of directors has determined that this is an appropriate time to transition the role of Chair. Subject to his re-election to our board of directors, Mr. O’Neal will replace Mr. Tai as the Chair effective immediately after the Annual Meeting. Mr. Tai will continue to serve as a valued member of the board of directors, and the board of directors will continue to benefit from his experience, institutional knowledge, and contributions. The board of directors believes that the continued separation of the role of Chair and CEO is an appropriate, effective, and efficient leadership structure at this time. The board of directors also believes that its leadership structure assists the board of directors’ role in risk oversight. See the discussion on the “Board Role in Risk Oversight” below.
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| 12 | Corporate Governance |
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Communication with the Board of Directors Any stockholder or other interested parties who would like to communicate with the board of directors, the independent directors as a group, or any specific member or members of the board of directors should send such communications to the attention of the Corporate Secretary, Hut 8 Corp., at our principal executive offices at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131. Communications should contain instructions on which member or members of the board of directors the communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his or her sole discretion, decline to forward any communications that are inappropriate. Board Role in Risk Oversight We are exposed to a number of risks, and we regularly identify and evaluate these risks and our risk management strategy. Management is principally responsible for identifying, evaluating, and managing the risks on a day-to-day basis, under the oversight of the board of directors and the audit committee. Our audit committee is responsible for overseeing our enterprise risk management processes, including our guidelines and policies governing the process of risk assessment and risk management, which includes cybersecurity, as well as assessing our major financial risk exposures and the steps taken by management to monitor and control such exposures. Our compensation and talent development committee reviews our compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and governance committee reviews governance-related risks, including assessing the effectiveness of our Code of Business Conduct and Ethics, our Corporate Governance Principles and Guidelines, and our Board Mandate. In addition, our board of directors is presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management may provide more frequent, informal communications to our board of directors between regularly scheduled meetings, as appropriate, to give the board of directors updates about our business. Our board of directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk. Board Committees Our board of directors has the authority to appoint committees to perform certain management and administrative functions. Our board of directors has established an audit committee, a compensation and talent development committee, and a nominating and governance committee, each of which has the composition and the responsibilities described below. Our board of directors may from time to time establish other committees.
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| 13 | Corporate Governance |
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| Audit Committee | | | The audit committee consists of Messrs. Flinn, O’Neal, and Shattuck, with Mr. Flinn serving as the chair of the audit committee. Our board of directors has determined that each of Messrs. Flinn, O’Neal, and Shattuck is an independent director under Nasdaq and TSX listing standards and is independent under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our board of directors has further determined that each of the members of the audit committee satisfies the financial literacy and sophistication requirements of the SEC and Nasdaq and TSX listing standards. In addition, our board of directors has determined that each of Messrs. Flinn, O’Neal, and Shattuck qualifies as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K. | The principal purpose of our audit committee is to assist our board of directors in its oversight of: – the quality and integrity of our financial statements and related information; – the independence, qualifications, appointment, and performance of our external auditor; – our disclosure controls and procedures, internal control over financial reporting, and management’s responsibility for assessing and reporting on the effectiveness of such controls; – the organization and performance of our internal audit function; – our compliance with applicable legal and regulatory requirements; and – our enterprise risk management processes. |
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| Compensation and Talent Development Committee | | | The compensation and talent development committee consist of Messrs. Shattuck and Rickertsen and Ms. Wilkinson, with Mr. Shattuck serving as the chair of the compensation and talent development committee. Messrs. Shattuck and Rickertsen and Ms. Wilkinson are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act. Our board of directors has determined that Messrs. Shattuck and Rickertsen and Ms. Wilkinson are independent as defined under the applicable Nasdaq and TSX listing standards, including the standards specific to members of a compensation committee. | The principal purpose of our compensation and talent development committee is to assist our board of directors in its oversight of: – executive compensation; – management development and succession; – director compensation; and – executive compensation disclosure. |
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| 14 | Corporate Governance |
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Compensation Committee Interlocks and Insider Participation During 2025, Messrs. Shattuck and Rickertsen and Ms. Wilkinson served as members of our compensation and talent development committee. None of the members of our compensation and talent development committee is currently, or has been at any time, one of our executive officers or employees. American Bitcoin, a majority-owned subsidiary of Hut 8, does not maintain a compensation committee. Messrs. Genoot and Ho serve on the board of directors of American Bitcoin. Other than Messrs. Genoot and Ho, none of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our compensation and talent development committee. Compensation Risk Assessment The compensation and talent development committee reviewed our compensation programs and plans for both executive officers and other employees in 2026 to assess whether those programs and plans create incentives for risk-taking behavior that could damage us and our stockholders. In conducting the assessment, the compensation and talent development committee considered various factors, including the design, size, and scope of our compensation programs and features that mitigate against potential risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk” compensation, and various policies such as trading, benefits, and governance. Following this assessment, the compensation and talent development committee concluded that the risks arising from our compensation programs and plans for executive officers and other employees are not reasonably likely to have a material adverse effect on our Company.
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| Nominating and Governance Committee | | | The nominating and governance committee consists of Ms. Wilkinson and Messrs. O’Neal and Tai, with Ms. Wilkinson serving as the chair of the nominating and governance committee. Our board of directors has determined that Ms. Wilkinson and Messrs. O’Neal and Tai are independent as defined under the applicable Nasdaq and TSX listing standards. | The principal purpose of our nominating and governance committee is to assist our board of directors in: – identifying individuals qualified to become members of our board of directors; – selecting or recommending that the board of directors select director nominees for the next annual meeting of stockholders and determining the composition of the board of directors and its committees; – reviewing all stockholder nominations and proposals submitted; – developing and overseeing a process to assess the board of directors, the Chair, the committees, the committee chairs, and individual directors; – establishing procedures to be followed by stockholders in submitting recommendations for director candidates to the nominating and governance committee; and – establishing a policy regarding the consideration of director candidates recommended by stockholders. |
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Director Nomination Process The nominating and governance committee is required under its charter to review the characteristics, qualities, skills, and experience which form the criteria for candidates to be considered for nomination to our board of directors. The objective of this review is to maintain the composition of our board of directors in a way that provides, in the judgment of the board of directors, the best mix of skills and experience to provide for the overall stewardship of the Company. All directors are required to possess fundamental qualities of intelligence, honesty, integrity, ethical behavior, fairness, and responsibility, and be committed to representing the long-term interests of the stockholder. They must also have a genuine interest in the Company and be able to devote sufficient time to discharge their duties and responsibilities effectively. The nominating and governance committee evaluates candidates recommended by stockholders according to the same criteria as other candidates for the board of directors.
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| 15 | Corporate Governance |
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The nominating and governance committee believes that having a board of directors with a broad range of skills and experiences can offer a breadth and depth of perspectives that enhance the board of directors’ performance. The nominating and governance committee values a range of abilities, experiences, perspectives, and educational backgrounds. Recommendations concerning director nominees are based on merit and past performance as well as expected contribution to the board of directors’ performance and knowledge of the industries and sectors in which we operate. The nominating and governance committee is mandated to identify qualified candidates for nomination as directors and to make recommendations to the board of directors. When identifying candidates to nominate for election to the board of directors, the primary objectives of the nominating and governance committee are to ensure consideration of individuals who are highly qualified, based on their talents, experience, functional expertise, and personal skills and character, having regard to our current and future plans and objectives, as well as anticipated industry and market developments. Additionally, in evaluating and identifying potential nominees, the nominating and governance committee evaluates skills that may complement those already serving, or provide additional expertise not already present on our board of directors. Board and Committee Meetings Our board of directors meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring their approval. It also holds special meetings when important matters require action between scheduled meetings. Our board of directors held 12 meetings in 2025. The board of directors has three standing committees:
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| – | the audit committee, which held seven meetings during 2025; |
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| – | the compensation and talent committee, which held seven meetings during 2025; and |
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| – | the nominating and governance committee, which held four meetings in 2025. |
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Each of the incumbent directors attended 75% or more of the aggregate number of meetings of the board of directors and all committees of the board of directors on which he or she served during the period for which he or she was a director in 2025. To encourage and enhance communication among non-employee directors, our Corporate Governance Principles and Guidelines provide that (i) if the Chair is not an independent director, then the independent lead director should act as the effective leader of the board of directors and (ii) independent members of our board of directors also meet, as required, without the non‐independent directors and members of management before or after each regularly scheduled meeting. Mr. Tai currently serves as our Chair, and he has been determined to be an independent director by our board of directors. Subject to his re-election to our board of directors, Mr. O’Neal will replace Mr. Tai as Chair, and he has also been determined to be an independent director by our board of directors. See “—Board Independence” and “—Board Leadership Structure.” Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage our directors to attend. Four of our then-serving directors attended the 2025 annual meeting of stockholders. Corporate Governance Policies and Committee Charters Our board of directors and management regularly review and evaluate our corporate governance practices. Our board of directors has adopted Corporate Governance Principles and Guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable laws and regulations, Nasdaq and TSX listing rules, and our amended and restated certificate of incorporation and bylaws. In addition, we have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics required by law or Nasdaq and/or TSX listing rules by posting such information on our investor website and/or in our public filings with the SEC.
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| 16 | Corporate Governance |
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The board of directors has also adopted written charters for the audit committee, the compensation and talent committee, and the nominating and governance committee, each of which satisfies the applicable rules of the SEC and Nasdaq and TSX listing rules. Our Corporate Governance Principles and Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website at www.hut8.com/investors. The information contained on, or that can be accessed through, our website is not and shall not be deemed to be part of this proxy statement; we have included this website address solely as an inactive textual reference. Insider Trading Policy and Anti-Hedging Policy We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of our securities by directors, officers, and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards. Our insider trading policy prohibits our directors and employees, including executive officers, from hedging or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, without the prior approval of the board of directors. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report.
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| 17 | Corporate Governance |
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Compensation Discussion and Analysis This Compensation Discussion and Analysis addresses our executive compensation philosophy and objectives and how these objectives are implemented with respect to our named executive officers (“NEOs”). The purpose of this section is to provide our stockholders with a thorough understanding of our executive compensation program for our 2025 NEOs, who were:
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| Name | Title | | Asher Genoot | Chief Executive Officer | | Sean Glennan | Chief Financial Officer | | Michael Ho | Chief Strategy Officer | | Victor Semah | Chief Legal Officer & Corporate Secretary |
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Our executive compensation program is built on a simple premise: exceptional people, given the right incentives and the right accountability structures, can create extraordinary value. Our compensation philosophy therefore prioritizes performance-based, at-risk pay, with base salary deliberately moderated and the substantial majority of compensation tied to the achievement of specific financial, strategic, and individual objectives. This approach is designed to align our executives' interests directly with those of our stockholders, attract and retain the caliber of leadership our transformation demands, and foster the ownership mindset that has defined our progress to date. The sections that follow explain how this philosophy was applied in 2025 — a year in which our management team delivered results that the compensation committee views as among the most consequential in our Company's history and in our industry. We begin with an overview of our business transformation and 2025 performance highlights, which provide the strategic context for the compensation decisions described throughout this discussion. We then explain our compensation philosophy, governance processes, and the design and rationale for each element of our 2025 program, including our annual cash incentives, annual long-term equity awards, and the one-time Transformation Awards granted to our CEO and CSO. Business Transformation and 2025 Performance Highlights In February 2024, the Company appointed Asher Genoot as Chief Executive Officer. Mr. Genoot co-founded USBTC alongside Michael Ho, our Chief Strategy Officer, and together, operating with a true co-founder mindset, they conceived and have relentlessly executed an ambitious, multi-year transformation of our business from a Bitcoin mining operator into a power-first energy infrastructure platform capable of developing, financing, and operating AI data center infrastructure at scale. Their 2024 agenda was sweeping. They restructured the business to strengthen bottom-line economics; expanded the leadership team with strategic hires, including Sean Glennan as Chief Financial Officer and Victor Semah as Chief Legal Officer and Corporate Secretary; fortified the balance sheet; institutionalized the investor base; secured a landmark strategic investment from Coatue, bringing in a partner to build our AI infrastructure business; and scaled and deepened our development pipeline, including securing the rights to acquire what would become our River Bend campus in Louisiana, which we commercialized in 2025. Each of these moves was deliberate. Together, they set the table for the operational successes the Company has achieved in 2025 as our transformation continues. In 2025, under the leadership of our executive team, we delivered on our strategic vision by advancing our multi-gigawatt growth strategy and securing our first AI infrastructure transaction. Key highlights of our 2025 performance include: Maintained strong financial and stock performance through an ongoing transformation.
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| – | Stock price appreciation of approximately 1,067% from $6.77 on February 7, 2024, the date of Mr. Genoot’s appointment as CEO, to $78.99 on April 20, 2026 (including appreciation of 110% in 2025). |
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| – | Revenue growth of 45% year over year, from $162.4 million in 2024 to $235.1 million in 2025. |
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| – | Gross margin expansion of 7 percentage points, from 47% in 2024 to 54% in 2025. |
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| 18 | Compensation Discussion and Analysis |
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Commercialized AI infrastructure at scale.
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| – | Signed a 15-year, 245 MW IT lease with Fluidstack at the River Bend campus, representing $7.0 billion in base-term contract value (growing to up to $17.7 billion if the tenant exercises all renewal options), expected cumulative net operating income (NOI) contribution of $6.9 billion over the base lease term, and expected average annual NOI contribution of $454 million. Google is providing a financial backstop for the lease, which covers the lease payments and related pass-through obligations for the 15-year base lease term. |
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| – | Launched a partnership with Anthropic and Fluidstack to accelerate the deployment of hyperscale AI infrastructure in the United States, under which we will develop and deliver at least 245 MW and up to 2,295 MW of AI data center infrastructure. |
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Advanced multi-gigawatt development pipeline.
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| – | Announced plans to develop four new sites with more than 1,500 MW of total capacity across the United States, including 330 MW of utility capacity at our River Bend campus, positioning us to meet growing demand from energy-intensive use cases while scaling and diversifying our platform across strategic energy markets. |
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| – | Maintained a development pipeline totaling 8,500 MW as of December 31, 2025, including 5,185 MW of Energy Capacity Under Diligence, 1,755 MW of Energy Capacity Under Exclusivity, 1,230 MW of Energy Capacity Under Development, and 330 MW of Energy Capacity Under Construction. |
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Refined portfolio structure and streamlined capital allocation.
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| – | Entered into a definitive share purchase agreement to sell our 310 MW portfolio of natural gas-fired power plants in Ontario (the “Portfolio”) to TransAlta Corporation, concluding a multi-phase program through which we stabilized and strengthened the Portfolio following its acquisition out of bankruptcy, including the securing of five-year capacity contracts with the Ontario Independent Electricity System Operator. We intend to redeploy capital from the transaction, which closed in February 2026, for general corporate purposes, including the execution of our data center development pipeline. |
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| – | Carved-out our Bitcoin mining operations into American Bitcoin and completed the public listing of American Bitcoin on Nasdaq, enabling us to focus on the development of our energy infrastructure platform, simplifying our capital allocation framework by eliminating the need for incremental parent-level capital investment in our legacy Bitcoin mining business, all the while preserving shareholder exposure to Bitcoin and seeding a potential driver of exponential value creation. Since the carve-out, American Bitcoin has raised more than $570 million to scale its operations to approximately 25.0 exahash per second and grow its Bitcoin treasury from 0 to more than 7,000 Bitcoin. |
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Established a balance sheet and capital structure designed to support disciplined execution across our development pipeline, including:
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| – | Approximately $1.4 billion of cash and Bitcoin held in reserve as of December 31, 2025, including $899.3 million attributable to Hut 8 and $472.6 million attributable to American Bitcoin; |
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| – | Revolving credit facilities with Two Prime and Coinbase with up to $400 million of borrowing capacity at a weighted average cost of capital of 8.5%; and |
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| – | Up to 85% loan-to-cost in project-level financing for River Bend (subject to negotiation and execution of definitive transaction agreements), expected to be funded by J.P. Morgan as lead left loan underwriter and loan structurer, and Goldman Sachs & Co. LLC, both of whom are expected to serve as loan underwriters. |
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| 19 | Compensation Discussion and Analysis |
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| 20 | Compensation Discussion and Analysis |
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Our compensation and talent development committee (referred to as the “compensation committee” or “committee” throughout this discussion) believes that the body of work described above represents one of the most consequential strategic transformations executed in the digital infrastructure sector over the applicable period. In less than two years, our management team rebuilt the Company's identity, restructured our operations, established our first contracted AI infrastructure relationships with investment-grade counterparties, simplified and strengthened our capital structure, and delivered measurable improvement in the operational performance of our underlying business, all while maintaining the organizational discipline and institutional credibility necessary to sustain long-term value creation. These market-leading achievements resulted in maximum pay-for-performance outcomes under our annual cash incentive program in 2025. However, the transformation is not complete. We remain focused on executing in 2026, including by advancing River Bend for delivery beginning in Q2 2027 while we continue to scale our business, compound long-term value for shareholders, and build an enduring, generational business at the intersection of energy and technology. This ongoing transformation shaped our fiscal 2025 compensation decisions, including the committee’s selection of metrics underpinning both our short- and long-term incentives, and the board of directors’ and compensation committee’s decision to grant one-time transformation and leadership continuity equity awards (the “Transformation Awards”) to our CEO, Asher Genoot, and CSO, Michael Ho. Compensation Philosophy, Objectives and Process We believe the hallmark of an enduring business is the ability to create value across market cycles, and our compensation program therefore uses a mix of annual and long-term incentives to motivate our executives to deliver results in both the near-term and long-term. Across our pay decisions, we employ a consistent, overarching compensation philosophy that seeks to:
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Role of Market Data and PEERS The compensation committee annually establishes a peer group of publicly traded companies to gather relevant compensation data from those companies. The compensation committee significantly expanded the peer group used for 2025 beyond Bitcoin mining peers to include a broader set of companies within the digital infrastructure ecosystem and wider technology industry to be consistent with our business transformation underway and to provide a more robust data set that includes companies operating within the multiple sectors that our cross-category strategy touches. When evaluating potential peers, the compensation committee used the following primary selection criteria:
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The compensation committee did not use peer group data as a strict benchmark for our executive compensation program in 2025. Instead, the compensation committee focused on designing an executive compensation program for 2025 that was intended to motivate our executives to lead the Company and position us for long-term success. The compensation committee’s goal was to structure base salary, the only fixed component of the executive compensation program, at a moderated level relative to peers, while designing an annual program heavily weighted toward at-risk performance-based compensation, in line with our overarching compensation philosophy. 2025 Elements of Compensation Key elements of our executive compensation program for 2025 included:
SCHEDULE 14A
| – | Annual cash incentives: based on performance against financial, strategic, and individual performance objectives, designed to reward both annually measurable accomplishments and actions that lead to longer-term value creation and reinforce pay-for-performance principles; and |
SCHEDULE 14A
| – | Long-term incentives: designed to promote retention of our executives and provide executives with long-term performance-based incentives that are intended to further align their interests with those of our stockholders and reinforce pay-for-performance principles. For 2025, these included annual equity incentives for all NEOs, and one-time Transformation Awards for our CEO and CSO that the board of directors and compensation committee viewed as critical to effectively motivate and retain these leaders over the next five years as we execute on our multi-year, multi-stage strategic transformation. |
SCHEDULE 14A
| (1) Based on target opportunities established for PSUs. Excludes the Transformation Awards as detailed in “Transformation Awards” below. |
SCHEDULE 14A
Annual Cash Incentives Our 2025 annual cash incentives were established as a percentage of each named executive officer’s respective base salary and, because of this correlation, the committee generally considers the same factors in establishing both base salary and annual cash incentive opportunities. Named executive officers’ target award opportunities were maintained at the same level as 2024, as follows:
SCHEDULE 14A
| | 2025 Target Annual Bonus | | | Name (1) | % of Base Salary | Target Amount | | Asher Genoot | 100% | $550,000 | | Sean Glennan | 100% | $400,000 | | Michael Ho | 100% | $490,000 | | Victor Semah | 85% | $318,750 |
SCHEDULE 14A
| * For purposes of our cash incentive program Adjusted EBITDA and Adjusted EBITDA margin are further adjusted from the amounts reported in our Annual Report on Form 10-K to exclude (1) the impact of fluctuations in the fair market value of Bitcoin, which removes the balance sheet volatility associated with Bitcoin fair value accounting to focus executives on our core operational performance; (2) our Far North business, which was being marketed for sale; and subsequently sold; and (3) our Highrise business, which is in a startup phase. |
SCHEDULE 14A
| Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2025 Actual Result | Weighted Achievement | | Adjusted EBITDA | $37.5M (80% of target) | $46.9M | $56.3M (120% of target) | $80.1M (170% of target) | 50% | | EBITDA Margin | 11.7% (80% of target) | 14.6% | 17.5% (120% of target) | 25% (170% of target) | 50% | | Strategic Objectives | Below threshold execution | On-plan strategic delivery | Exceptional strategic execution | 200% | 50% | | Individual Management Performance (Subjective) | Performance below threshold | At target contribution | Exceptional contribution | 200% (all NEOs) | 50% | | Total Payout | | | | | 200% |
SCHEDULE 14A
Annual Long-Term Incentives In support of our compensation philosophy, we believe that a significant portion of an NEO’s compensation should be at risk and aligned with our performance. The compensation committee considers at-risk pay to include all long-term incentive awards given that the potential value will vary based on performance and our stock price. We believe that our long-term incentive program is essential in aligning our management team with stockholders’ long-term interests. In 2025, our compensation committee determined to again grant 100% of Messrs. Genoot and Ho’s annual long-term equity in performance stock units (“PSUs”) under our 2023 Plan. PSUs were deliberately chosen as the sole vehicle for Messrs. Genoot and Ho to signal and reinforce our pay-for-performance philosophy by linking their entire pay opportunity and outcome to the achievement of specific strategic objectives, ensuring that executives are rewarded for meaningful performance outcomes. The PSUs also align executive and stockholder interests, as the value of the awards is directly tied to our stock price, and have a strong retention component because once performance goals are met, executives must still satisfy the time-based conditions to earn the awards, encouraging long-term executive commitment. Given Mr. Genoot’s and Mr. Ho’s co-founder status and ultimate responsibility for our strategic execution, the compensation committee determined this weighting was appropriate. 2025 long-term equity awards granted to Messrs. Glennan and Semah were split evenly between PSUs and restricted stock units (“RSUs”). Considering Mr. Glennan’s and Mr. Semah’s material duties with respect to overseeing our financial reporting and legal compliance functions, respectively, the compensation committee believed that this balanced approach was consistent with their dual roles in leading execution of company initiatives while leading core governance functions. Further, it determined that RSUs appropriately motivate these executives to deliver sustained, holistic performance and more appropriately balanced their incentives relative to their roles while still encouraging the creation of long-term commitment and value creation for our stockholders.
Performance Stock Units
Performance Stock Units During 2025, the compensation committee initially granted PSUs to Messrs. Glennan and Semah in April 2025 that provided for shares to be earned at varying levels based on the achievement of one or two of three performance milestones. The performance milestones were based on the achievement of defined site development and commercialization targets over a one-year performance period and earnings targets over a three-year performance period, with any shares earned vesting following the third anniversary from grant, subject to continuous employment while the performance-based vest conditions are satisfied.
Performance Stock Units
| 25 | Compensation Discussion and Analysis |
Performance Stock Units
Subsequent to awarding the CFO and CLO PSUs, as the compensation committee developed the design and ultimately granted PSUs to our CEO and CSO in June 2025, the compensation committee determined to modify the PSUs granted to our CFO and CLO to have the same performance- and service-based vesting conditions and payout tiers as those granted to the CEO and CSO. The compensation committee determined that the PSU modification served shareholders’ best interests by providing shared alignment and focus on delivering transformational, multi-year value creation across our most senior executive officers. The June 2025 PSU grant was structured with three equally weighted performance metrics, each representing one-third of the total award. The three PSU performance metrics, along with their threshold, target, and maximum levels, are set forth in the following table:
Performance Stock Units
| Performance Metric(1) | Threshold Level (80%) | Target Level (100%) | Maximum Level (300%) | Weight | | Additional Megawatt (“MW”) Expansion (New Sites Commercialized)(2) | 100 MWs | 200 MWs | 500 MWs | 1/3 | | Trailing 12-Month Adjusted EBITDA (Includes Bitcoin Fair Value)(3) | $75M | $125M | $250M | 1/3 | | American Bitcoin Carveout | American Bitcoin Carveout Executed | Successful Go-Public Transaction | American Bitcoin Raises $500M in Net New Equity | 1/3 |
Performance Stock Units
| (1) Performance achievement between threshold and target and target and maximum levels is determined on a linear basis. |
Performance Stock Units
| (2) MW expansion counts only new sites that have been both originated and commercialized (i.e., under signed customer agreements). Sites under development without executed customer contracts are excluded. |
Performance Stock Units
| (3) Trailing 12 month Adjusted EBITDA includes the impact of Bitcoin fair value accounting, consistent with our SEC-reported financials. This differs from the STI metric, which excludes Bitcoin fair value to focus on operational performance. The first measurement period for this was December 31, 2025, and it is measured quarterly thereafter through June 30, 2028. |
Performance Stock Units
We designed our three-year PSUs to incentivize sustained, long-term value creation. The committee believed the 2025 LTIP PSU targets represented ambitious goals, and deliberately set the maximum goals relative to our highly aspirational transformation objectives. Accordingly, it set the maximum payout level attainable at 300% of target, substantially above observed market practice of 150% - 200% of target, to provide strong upside that aligned with the exceptionally ambitious nature of these goals. In determining the level of challenge required to achieve these goals, the compensation committee specifically considered:
Performance Stock Units
| – | With respect to Additional MW Expansion: The target 200 MW goal represented over $5.5 billion in contract value, and the 500 MW maximum goal represents approximately $14 billion in contract value based on prevailing market rates for AI data center leases. |
Performance Stock Units
| – | With respect to Trailing 12-Month Adjusted EBITDA: The threshold goal was established as a multiple of our 2025 approved operating budget. Accordingly, the maximum Adjusted EBITDA target of $250 million represents approximately five times the 2025 budget projection of $49 million. |
Performance Stock Units
| – | With respect to the American Bitcoin Carve-Out: This goal reflected a defining differentiator of our strategic plan. In a market environment in which many competitors are exiting or curtailing their Bitcoin mining businesses, the successful execution of the American Bitcoin carve-out, including standing up an independent public entity and achieving a meaningful capital raise, would represent a highly differentiated and complex strategic achievement that would simplify our capital allocation framework while preserving shareholder exposure to Bitcoin and seeding a potential driver of exponential value creation. The maximum target requires not only a successful public listing but also the raising of $500 million in net new capital for the standalone entity. |
Performance Stock Units
PSU vesting is ultimately contingent on the satisfaction of both the performance-based conditions as outlined above and a service-based condition which generally requires continued employment with the Company through the conclusion of the three-year performance period. Accordingly, upon achieving the performance metrics, any shares earned remain subject to forfeiture until the service-based condition is satisfied. In other words, in order to receive the shares, recipients generally must remain continuously employed through June 30, 2028, which promotes retention, long-term stockholder alignment, and sustained performance.
Restricted Stock Units
Restricted Stock Units The RSUs granted to Messrs. Glennan and Semah vest in equal annual installments over three years, subject to each executive’s continued employment with the Company through each vesting date.
Restricted Stock Units
| 26 | Compensation Discussion and Analysis |
Equity Awards Granted
Equity Awards Granted The target values of each named executive officer’s annual equity awards were as follows:
Equity Awards Granted
| Name(1) | Target PSU Award | Target RSU Award | Total 2025 LTI Awards | | Asher Genoot | $7,000,000 | — | $7,000,000 | | Sean Glennan | $500,000 | $500,000 | $1,000,000 | | Michael Ho | $7,000,000 | — | $7,000,000 | | Victor Semah | $700,000 | $700,000 | $1,400,000 |
Equity Awards Granted
| (1) For each executive, the target award opportunity was converted to a number of shares using the 20-day VWAP through March 6, 2025, the date on which the Committee approved annual equity awards for Company employees generally and first considered these executive awards. Accordingly, this number differs from the dollar value reported in the Summary Compensation Table in accordance with applicable accounting rules. |
Equity Awards Granted
Transformation awards On November 2, 2025, the compensation committee recommended to the independent members of the board of directors that one-time Transformation Awards be granted to Mr. Genoot and Mr. Ho. These awards are intended to further our retention, motivation and stockholder alignment objectives by incentivizing our co-founders to deliver extraordinary, sector-defining performance as contemplated under our multi-year strategic transformation roadmap, and were granted following more than thirteen months of deliberation, iterative design and rigorous analysis. The committee does not view these awards as a typical or recurring component of our annual incentive program and does not intend to grant similar awards in the future absent extraordinary circumstances.
Equity Awards Granted
| – | Our leadership context: Mr. Genoot and Mr. Ho were the co-founders of USBTC. Mr. Genoot was appointed as our President upon the closing of the business combination between USBTC and Legacy Hut, and elevated to CEO in February 2024. Mr. Ho was appointed as our CSO upon the closing of the business combination. This leadership transition marked the beginning of a new chapter for the Company with the activation of our multi-year strategy to reposition us from a Bitcoin mining operator into an energy infrastructure platform. As such, the CEO and CSO were not leadership successors within an established organization; in effect, they are entrepreneurial co-founders that created and are now mid-stream in executing a transformation that is intended to fundamentally alter our business and market position and deliver remarkable value creation for our stockholders, making their long-term retention and focus of critical importance to our success. |
Equity Awards Granted
| – | Our performance and stockholder alignment objectives: The compensation committee designed the Transformation Awards with the intention of strongly incentivizing our CEO and CSO using significant equity awards to reinforce the owner-operator mindset that has been pivotal to our success to date and rewarding long-term performance if, and only if, they deliver extraordinary results against the strategy they have built. The committee recognized that our co-founders have conceived of one of the most ambitious strategic transformations in the digital infrastructure sector, to reposition the Company as an energy infrastructure platform capable of supporting multiple energy-intensive use cases, including AI, high-performance computing, and Bitcoin mining, through a unified underwriting and development framework. This approach requires not only operational excellence, but complex execution and integrated judgment across power markets, capital markets, real estate, technology infrastructure, and institutional relationships. Accordingly, the compensation committee designed the Transformation Awards specifically to drive sector-leading execution of a plan that, if achieved, will translate directly into returns for our stockholders. Consistent with this objective, the Transformation Awards design, as detailed below, does not deliver any value to our CEO and CSO unless they first create meaningful, long-term value for our stockholders, to ensure that their pay outcomes are directly dependent upon their ability to drive sustained stockholder returns. The committee did not calibrate the PSU opportunity to a specific target dollar value. Rather, the committee sought to enable a meaningful, performance-contingent increase in each executive’s equity ownership (approximately 2.3%, on a fully-diluted basis, assuming performance at the Maximum level,) to restore a founder-aligned ownership profile and further align long-term incentives with sustained stockholder value creation. The committee also determined that the four-year performance period, in conjunction with use of a two-year holding period following vesting, was key to ensure a long-term ownership mindset is brought to bear on the complex decision-making that our co-founders will have to undertake, which may require short-term performance sacrifices to deliver long-term value creation. |
Equity Awards Granted
| 27 | Compensation Discussion and Analysis |
Equity Awards Granted
| – | Our retention objectives: Our CEO and CSO are the architects of our transformation strategy and are uniquely positioned to lead the complex infrastructure buildout it requires, making their continued focus and dedication to executing the multi-year, multi-stage transformation underway critical to our successful execution and ability to capture the value creation opportunity their strategy presents. Particularly given our exceptional performance over Mr. Genoot’s tenure as CEO to date, Mr. Genoot and Mr. Ho are among the most capable and highly sought after candidates within a thin and ultra-competitive talent market for executives with their expertise and capabilities. The compensation committee recognized that a multi-year, forward-looking incentive was necessary to effectively offer competitive compensation within the aggressive AI and data sectors in which we operate, where competitors, including private sponsors, are offering substantial equity incentives to attract proven operators such as Messrs. Genoot and Ho. Accordingly, it believed the Transformation Awards were strongly in stockholders best interests to minimize the risk of losing our leadership prior to completion of our transformation journey. |
Equity Awards Granted
| – | Our process. The compensation committee undertook an extensive, twelve-month deliberation process that included numerous meetings and ongoing dialogue with members of management and with Compensia, its independent compensation consultant. The committee viewed this process as essential, as these awards were not an incremental opportunity, but a structural addition to incentivize our co-founders and provide a proportional pay opportunity relative to their successful execution against our transformational growth objectives. Analyses involved throughout this process included: |
Equity Awards Granted
| – | Review of multiple alternative grant structures, including various combinations of RSUs, PSUs, options, and hybrid instruments, including deliberations regarding the appropriate vehicle mix for each executive; |
Equity Awards Granted
| – | Benchmarking of special and founder grants made by comparable companies across digital asset infrastructure, AI infrastructure, and high-growth technology sectors; |
Equity Awards Granted
| – | Analysis of the relationship between grant size, performance target design, and resulting shareholder value creation under multiple scenarios; |
Equity Awards Granted
| – | Evaluation of the competitive talent landscape, including the retention risk posed by the high-compensation environment in the AI, digital infrastructure and power sectors and the unique expertise and proven capabilities of our co-founders; |
Equity Awards Granted
| – | An analysis of whether existing equity holdings and continued annual equity awards in line with the existing structure provided sufficient retention and motivation incentives relative to the ambition of, and growth expectations that, the strategic transformation is expected to yield for our stockholders if successfully executed; |
Equity Awards Granted
| – | Review of the CEO's and CSO's relative equity ownership positions and the implications of ownership disparity between them for our long-term alignment objectives; |
Equity Awards Granted
| – | Consideration of the CEO’s and CSO’s equity ownership levels, which were diluted below founder-equivalent levels in the business combination with Legacy Hut, and the resulting implications for alignment, motivation and retention; and |
Equity Awards Granted
| – | Stress-testing of performance targets to ensure they were meaningfully ambitious relative to the value already created since the February 2024 leadership transition, yet conceivably achievable through sustained exceptional execution. |
Equity Awards Granted
| 28 | Compensation Discussion and Analysis |
Equity Awards Granted
| Key Components of Transformation Awards | | | | Award Mix | Performance-Based Restricted Stock Units | Restricted Stock Units | | Eligibility | CEO & CSO | CEO Only | | Performance Period | 4 years (Nov 2, 2025 – Nov 2, 2029) | Time-based (no performance conditions) | | Performance Onset | Measurement begins after 12 months (Market Cap) / ~13 months (ABTC) | — | | Performance Timing | Quarterly measurement; no payout in first year | — | | Vesting | Quarterly vesting upon achievement | Cliff vest ~38 months post-grant | | Performance Measures | Market Cap growth (50%) and ABTC stake value appreciation (50%) | — | | Holding Period | Additional 2-year holding period | Additional 2-year holding period | | Durable Value Creation | 90-day VWAP ensures sustained performance | — |
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units The PSUs granted to Messrs. Genoot and Ho are tied to two equally weighted performance conditions and designed in alignment with our multi-year objectives:
Performance-Based Restricted Stock Units
| – | Consistent with our performance objectives, in order for the PSUs subject to either metric to vest, the applicable performance target must be achieved, subject to continued employment through the applicable vesting date. To ensure that these awards were earned only in the case of strong performance, the awards do not contain a threshold performance goal. Accordingly, performance below target will result in no PSUs vesting. |
Performance-Based Restricted Stock Units
| – | The PSUs provide high upside proportional to the ambition of the super maximum goals established, to create a sufficient magnitude of potential incentive to drive performance and accountability at an extraordinarily high bar over a sustained period. |
Performance-Based Restricted Stock Units
| – | The PSUs provide for a four-year performance period that commenced upon grant (November 2, 2025) and ends on the fourth anniversary of grant (November 2, 2029), with measurement and potential vesting dates occurring on a quarterly basis over 2026–2029 as detailed below for each PSU component, to avoid the possibility of any portion of the award being earned within the first year of grant, consistent with the committee’s intention to reward only sustained performance and the long-term performance and retention objectives of the Transformation Awards. |
Performance-Based Restricted Stock Units
| – | For both components, as the PSUs are earned and vest, such shares are subject to a two-year post-vest holding period to reinforce an owner-operator mindset and further our long-term stockholder alignment objective. |
Performance-Based Restricted Stock Units
| 29 | Compensation Discussion and Analysis |
Market Capitalization-Related PSUs (weighted 50%)
Market Capitalization-Related PSUs (weighted 50%) During the period from October 2024 to November 2025 during which the compensation committee evaluated the Transformation Awards, our stock price appreciated dramatically, supported by a dramatic increase in institutional ownership over the period due to institutional conviction in our strategic repositioning. The compensation committee recognized that this performance was remarkable not only within the digital asset mining sector, but more broadly across energy infrastructure companies, traditional data center companies, and leading AI technology companies that benefitted from the same macroeconomic tailwinds as us over the period. Accordingly, this performance bolstered the committee’s view that our leadership had developed and was already executing against a cross-sector-defining strategic plan, as evidenced by the significant strategic accomplishments outlined in “Business Transformation and 2025 Performance Highlights” and “Annual Cash Incentives” above, that if appropriately incentivized could drive further, exceptional shareholder value creation. The performance during this assessment period also informed the committee’s market capitalization goal-setting. The committee deliberately set targets that required substantial growth in our market capitalization relative to a market capitalization of approximately $2.228 billion, the weighted average market capitalization from October 1, 2024 through October 29, 2025 (the “Reference Market Capitalization”). Achieving the target performance level required approximately $1.8 billion of additional value creation for stockholders above the Reference Market Capitalization, and super maximum performance requires nearly $5 billion in incremental value creation, which the committee viewed as achievable only if we continue our exceptional trajectory. For purposes of measuring performance achievement, appreciation from the Reference Market Capitalization is measured on a rolling basis using a 90-day VWAP over the performance measurement period. Performance measurement begins one year after the Grant Date (November 2, 2026) and ends four years after the Grant Date (November 2, 2029). Linear interpolation will be applied for the achievement of performance between two target performance levels and will be measured on a quarterly basis as well as on the final day of the performance period. Once the PSUs have vested, the shares of our common stock received must be held by the executive for a period of two years following the vesting date during which period the executives will generally be restricted from selling or transferring the vested shares.
Market Capitalization-Related PSUs (weighted 50%)
| Performance Level(1) | Market Cap Growth Required | | Target (100% achievement) | 180% of Reference Market Capitalization | | Maximum (200% achievement) | 247% of Reference Market Capitalization | | Super Maximum (300% achievement) | 314% of Reference Market Capitalization |
Market Capitalization-Related PSUs (weighted 50%)
| (1) For performance between target (100%) and super maximum (300%) levels, amounts earned are subject to linear interpolation for both metrics. |
ABTC-Related PSUs (weighted 50%)
ABTC-Related PSUs (weighted 50%) The ABTC-Related PSUs vest based on the appreciation in value of our ownership stake in American Bitcoin from the Grant Date (less any shares sold or distributed by us, which sales or distributions reduce the applicable target as they represent value realization events), measured on a rolling basis using a 90-day VWAP over the performance measurement period. Performance measurement begins three months after the expiration of the lock-up period applicable to American Bitcoin shares held by us (December 3, 2026) and ends four years after the Grant Date (November 2, 2029). Linear interpolation will be applied for the achievement of performance between two target performance levels and will be measured on a quarterly basis as well as on the final day of the performance period. Once the PSUs have vested, the shares of our common stock received must be held by the executive for a period of two years following the vesting date during which period the executives will generally be restricted from selling or transferring the vested shares. In establishing the American Bitcoin goals, the committee considered that American Bitcoin was formed from approximately $100 million of ASIC mining assets. Our leadership chose to restructure these assets into a standalone, independently financed public company to preserve stockholder exposure to Bitcoin while eliminating the need for incremental parent-level capital investment. Achieving the target level requires that the value of our American Bitcoin stake grow to $1 billion — a 10x increase from the approximate liquidation value of the underlying assets. Achieving the super maximum level requires that stake to reach $2 billion — a 20x transformation of assets that could otherwise have depreciated or been wound down.
ABTC-Related PSUs (weighted 50%)
| 30 | Compensation Discussion and Analysis |
ABTC-Related PSUs (weighted 50%)
| Performance Level(1) | Hut 8 ABTC Stake Value | Approximate Value Created from ~$100M Basis | | Target (100% achievement) | $1.0 billion | ~$900 million | | Maximum (200% achievement) | $1.5 billion | ~$1.4 billion | | Super Maximum (300% achievement) | $2.0 billion | ~$1.9 billion |
ABTC-Related PSUs (weighted 50%)
| (1) For performance between target (100%) and super maximum (300%) levels, amounts earned are subject to linear interpolation for both metrics. |
Restricted Stock Units (CEO Only)
Restricted Stock Units (CEO Only) The RSU grant was made exclusively to Mr. Genoot. The compensation committee recognized that our CEO's equity ownership in the Company was materially lower than that of the CSO, creating a meaningful ownership asymmetry between the two executives who are jointly responsible for our strategic direction and execution. The committee determined that it was in the best interests of us and our stockholders to enable the CEO to establish an equity ownership position commensurate with his leadership role, consistent with the ownership culture we seek to embody. The RSU grant was sized to achieve approximate ownership parity with the CSO relative to each executive’s respecting holdings as of the Grant Date upon vesting, reflecting the committee's view that equal co-founders with shared responsibilities should have the opportunity for equivalent long-term economic alignment. The combined vesting and holding period of Mr. Genoot’s RSUs exceeds five years, consistent with our long-term alignment objectives. The awards cliff-vest approximately 38 months following grant, generally subject to his continuous employment through the vesting date, following which the shares are subject to a two-year holding period.
Transformation Equity Awards Granted
Transformation Equity Awards Granted
Transformation Equity Awards Granted
| | RSUs | Target Market Capitalization PSUs | Target ABTC PSUs | | Asher Genoot | 2,339,272 | 505,789 | 505,789 | | Michael Ho | - | 505,789 | 505,789 |
Transformation Equity Awards Granted
Other Compensation Arrangement and Benefits The NEOs receive the same benefits package available to our other employees, which consists primarily of health and wellness offerings and paid time off. We also reimburse Messrs. Genoot and Ho for annual dues for their ongoing membership in the Young Presidents’ Organization. Change of Control Arrangements and Post-Employment Compensation Our NEOs are eligible to receive payments and benefits in the event of certain separation or termination scenarios pursuant to their existing employment or other award agreements. The compensation committee believes that these arrangements provide reasonable protection for our NEOs in the event they are not retained under specified circumstances, and are essential to recruiting, developing and retaining our best-in-class management team in a competitive market. Such provisions are intended to focus executives’ attention on our business operations and support decision-making in the best interests of our stockholders, notwithstanding the potential impact of such decisions on executives’ job security. These arrangements also facilitate changes to leadership by setting the terms for termination of employment in advance. See “Potential Payments Upon Termination or Change in Control” below for a description of these arrangements and the estimated payments and benefits payable as of December 31, 2025.
Transformation Equity Awards Granted
| 31 | Compensation Discussion and Analysis |
Transformation Equity Awards Granted
Clawback Policy In compliance with the Nasdaq listing standards issued in connection with the SEC rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, our board of directors adopted a Clawback Policy in November 2023. The Clawback Policy provides that, upon a required accounting restatement, any incentive-based compensation received by current or former executive officers during the three years preceding the restatement that exceeded amounts owed based on the restated financials will be recovered by the Company. A copy of our Clawback Policy is filed as Exhibit 97.1 to our Annual Report. Equity Granting Policy We do not grant equity awards in anticipation of the release of material nonpublic information. We did not grant any stock options to employees in 2025, and, at this time, we have no plans to grant stock options to NEOs in the future. Stock Ownership Guidelines and Stock Holding Requirement Our board of directors has established the following stock ownership guidelines (“Guidelines”) for the amount of our shares of our common stock that executive officers (as a multiple of their base salary) and non-employee members of our board of directors (as a multiple of their annual retainer) must hold:
Transformation Equity Awards Granted
| – | CEO: 5 times annual base salary |
Transformation Equity Awards Granted
| – | Other Executive Officers: 3 times annual base salary |
Transformation Equity Awards Granted
| – | Non-employee members of our board of directors: 3 times annual cash retainer |
Transformation Equity Awards Granted
Individuals covered by the Guidelines are required to achieve the applicable ownership threshold within five years after first becoming subject to the Guidelines, which were adopted in November 2023. For purposes of assessing compliance with the Guidelines, annual base salary and annual cash retainer is measured as of December 31 of the most recently completed calendar year. Annual cash retainer does not include any additional fees a non-employee board member may receive, such as for committee service or chairmanships. Shares included in the calculation to assess compliance with the Guidelines include shares in which an individual (or an individual’s child or spouse) has a direct or indirect pecuniary interest, unvested RSUs and earned PSUs (even if subject to continued time-vesting conditions). The value of a share is based on the closing price of our common stock on the most recent trading day prior to the applicable valuation date. In addition, each executive officer and member of our board of directors may not sell more than 50% of the net number of shares received by such person following the vesting and settlement of RSUs, the vesting and settlement of PSUs, or the exercise of stock options until the required ownership level under the Guidelines has been met. After achievement of the ownership level required by the Guidelines, each individual must continue to retain enough shares to maintain such level for so long as such individual is subject to the Guidelines.
Transformation Equity Awards Granted
| 32 | Compensation Discussion and Analysis |
Transformation Equity Awards Granted
Compensation Committee Report The compensation and talent development committee has reviewed and discussed the compensation discussion and analysis section of this Proxy Statement with management and based on these discussions and review, it has recommended to our board of directors that the compensation discussion and analysis disclosure be included in this Proxy Statement. Compensation and Talent Development Committee Mayo A. Shattuck III (Chair) Carl J. (Rick) Rickertsen Amy Wilkinson
Transformation Equity Awards Granted
| 33 | Compensation Committee Report |
Transformation Equity Awards Granted
Executive Officer Compensation Summary Compensation Table The following summary compensation table shows information about the compensation received by our NEOs for services rendered to us during the fiscal years presented.
Transformation Equity Awards Granted
| (1) Our Non-Employee Director Compensation Policy was amended on April 21, 2026 to remove the Elected Cash Retainer feature, effective as of the date of the Annual Meeting. |
Transformation Equity Awards Granted
| (2) Our Non-Employee Director Compensation Policy was amended on April 21, 2026 to increase the annual retainer value for general board of directors membership from $300,000 to $450,000, effective as of the date of the Annual Meeting. |
Transformation Equity Awards Granted
| (3) Our Non-Employee Director Compensation Policy was amended on April 21, 2026 to increase the annual retainer value for the independent Chair of board of directors from $25,000 to $40,000, effective as of the date of the Annual Meeting. |
Transformation Equity Awards Granted
| (4) Our Non-Employee Director Compensation Policy was amended on February 23, 2026 to increase the annual retainer value for the Chair of our compensation and talent development committee from $30,000 to $40,000, effective as of the date of the Annual Meeting. |
Transformation Equity Awards Granted
| 41 | Non-Employee Director Compensation |
Transformation Equity Awards Granted
| | | | | Non-Equity | Nonqualified | | | | | Fees Earned | | | Incentive | Deferred | | | | | or | | | Plan | Compensation | All Other | | | | Paid in Cash | Stock Awards | Option Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | ($) | ($) | ($) | | Joseph Flinn(2) | — | 329,943 | — | — | — | 376 | 330,319 | | Stanley O'Neal | — | 320,240 | — | — | — | — | 320,240 | | Carl J. (Rick) Rickertsen | — | 305,695 | — | — | — | — | 305,695 | | Mayo A. Shattuck III | — | 339,647 | — | — | — | — | 339,647 | | William Tai | — | 325,102 | — | — | — | — | 325,102 | | Amy Wilkinson | — | 325,102 | — | — | — | — | 325,102 |
Transformation Equity Awards Granted
| 42 | Non-Employee Director Compensation |
Transformation Equity Awards Granted
| 43 | Non-Employee Director Compensation |
Transformation Equity Awards Granted
| (2) The amounts reported in these columns represent the compensation actually paid (“CAP”) to our PEOs for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their respective total compensation reported in the “Summary Compensation Table” for the indicated fiscal years and adjusted as shown in the tables below: |
Transformation Equity Awards Granted
| 44 | Pay Versus Performance |
Transformation Equity Awards Granted
| 45 | Pay Versus Performance |
Transformation Equity Awards Granted
| 46 | Pay Versus Performance |
Transformation Equity Awards Granted
| (c) No Participant who is a non-employee director of the Company shall be granted Awards during any calendar year that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for the Company’s financial reporting purposes). The Administrator may make exceptions to increase such limit to $1,000,000 for an individual non-employee director in extraordinary circumstances, such as where a non-employee director serves as the non-executive chairman of the Board or lead independent director, or as a member of a special litigation or transactions committee of the Board, as the Administrator may determine in its sole discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation involving such non-employee director. |