Ambitious pay and board changes at Hut 8 (NASDAQ: HUT) 2026 meeting
Hut 8 Corp. is asking stockholders to vote at its virtual 2026 annual meeting on June 11, 2026 on four key proposals: electing eight directors, an advisory say‑on‑pay vote, ratifying KPMG LLP as auditor for 2026, and amending the 2023 Omnibus Incentive Plan.
Stockholders of record on April 13, 2026, when 112,552,646 common shares were outstanding, may vote online, by phone, mail, or during the virtual meeting. The board recommends voting “FOR” all management proposals. The filing details an energy‑infrastructure‑focused strategy and a heavily performance‑based executive pay program, including large PSU awards and one‑time transformation grants for the CEO and CSO tied to ambitious EBITDA, growth, market capitalization, and American Bitcoin stake value goals.
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Insights
Proxy centers on strategy-aligned, high-leverage executive pay and board refresh.
Hut 8 describes a strategic shift from pure Bitcoin mining to a power‑first energy and AI infrastructure platform. The board proposes re-electing eight directors and transitioning the chair role from William Tai to independent director E. Stanley O’Neal after the 2026 meeting.
Executive pay is structured with relatively moderate base salaries and large, performance‑weighted incentives. For 2025, annual cash bonuses paid at 200% of target after Adjusted EBITDA of $80M and an EBITDA margin of 25% exceeded internal goals. Long‑term incentives emphasize performance stock units over time‑vesting awards.
One‑time “Transformation Awards” for the CEO and CSO are sizable and conditioned on multi‑year goals, including market capitalization growth from a reference level of about $2.228B and appreciation of the American Bitcoin stake toward $1.0B–$2.0B. These awards feature four‑year performance periods, quarterly testing, and two‑year post‑vesting holding requirements, signaling strong alignment with long‑term equity value but also meaningfully increasing potential dilution and pay magnitude.
Key Figures
Key Terms
performance stock units financial
restricted stock units financial
Clawback Policy regulatory
householding financial
non-employee directors financial
say-on-pay financial
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Asher Genoot | ||
| Michael Ho | ||
| Sean Glennan | ||
| Victor Semah |
- Election of eight directors
- Advisory vote on compensation of named executive officers
- Ratification of KPMG LLP as independent registered public accounting firm for 2026
- Approval of an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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Payment of Filing Fee (Check all boxes that apply): | |
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☐ | 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
2026
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Image depicts a rendering of our River Bend data center facility currently under construction.
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A Message From Our Chief Executive Officer
“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 |
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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:
Meeting date & time | | Proposals | | Items of business | | Vote recommendation |
Thursday, 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 Email | | 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 | ||||
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:
| – | 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; |
| – | references to “USBTC” are to U.S. Data Mining Group, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination; and |
| – | references to “Legacy Hut” are to Hut 8 Mining Corp. and its consolidated subsidiaries prior to the consummation of the Business Combination. |
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:
1 | ELECTION OF eight DIRECTORS to our board of directors |
| Board Recommends you Vote “FOR” |
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” |
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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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:
Internet | | Phone | | | 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. |
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:
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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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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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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Proposal 1: Election of Directors
| our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FOR” EACH DIRECTOR NOMINEE |
| | 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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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 | Compensation | Nominating |
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 | | |
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Joseph Flinn | 61 | Independent Director |
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E. Stanley O’Neal (1) | 74 | Independent Director |
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Carl J. (Rick) Rickertsen | 66 | Independent Director | |
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Mayo A. Shattuck III | 71 | Independent Director |
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Amy Wilkinson | 53 | Independent Director | |
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Chair
| (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. |
Executive Officers
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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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. | |
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. | |
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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Non-Employee Directors
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. | |
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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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. | |
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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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. | |
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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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:
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 |
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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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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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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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.
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. |
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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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:
| – | the audit committee, which held seven meetings during 2025; |
| – | the compensation and talent committee, which held seven meetings during 2025; and |
| – | the nominating and governance committee, which held four meetings in 2025. |
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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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
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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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:
Name | | Title |
Asher Genoot | | Chief Executive Officer |
Sean Glennan | | Chief Financial Officer |
Michael Ho | | Chief Strategy Officer |
Victor Semah | | Chief Legal Officer & Corporate Secretary |
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.
| – | 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). |
| – | Revenue growth of 45% year over year, from $162.4 million in 2024 to $235.1 million in 2025. |
| – | Gross margin expansion of 7 percentage points, from 47% in 2024 to 54% in 2025. |
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Commercialized AI infrastructure at scale.
| – | 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. |
| – | 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. |
Advanced multi-gigawatt development pipeline.
| – | 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. |
| – | 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. |
Refined portfolio structure and streamlined capital allocation.
| – | 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. |
| – | 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. |
Established a balance sheet and capital structure designed to support disciplined execution across our development pipeline, including:
| – | 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; |
| – | 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 |
| – | 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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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:
| – | create an ownership culture; |
| – | align pay-for-performance; and |
| – | align executives’ interests with those of our stockholders. |
Rooted in a strong belief that exceptional people are central to our success, our program promotes a high-performance culture by attracting, retaining, and motivating top executive talent through competitive and market-informed compensation structures. The vast majority of executive compensation is deliberately made variable, and a significant component is tied to pre-established financial and strategic goals, ensuring that individual contributions, effective leadership, and superior financial and operational outcomes are rewarded commensurately. We believe this high-ambition approach supports both our strategic objectives and our desire to foster leadership continuity and accountability and has directly contributed to our current leadership team’s strong performance. This belief informed the compensation committee’s 2025 decisions that further lean-in to our high-expectation, high-reward philosophy.
Role of our Compensation and Talent Development Committee and CEO
Our compensation committee, composed entirely of independent directors, is responsible for the oversight and administration of our executive compensation program, including evaluating and approving all compensation arrangements for executive officers, determining the structure and levels of compensation, and recommending compensation policies for independent directors. The compensation committee exercises discretion to consider various factors when making compensation decisions, including our financial performance, market conditions, executives’ existing equity holdings, internal equity considerations, individual executive responsibilities, role criticality, leadership capabilities, and alignment with stockholder interests. Our CEO plays a collaborative role by providing performance assessments and compensation recommendations for executive officers. No executive officer is present for approvals regarding the setting of his own pay. The compensation committee retains the authority to engage external advisors as needed, and maintains flexibility in its approach to ensure responsiveness to evolving business dynamics. This holistic and performance-driven process is designed to attract, retain, and motivate high-caliber executive talent while fostering long-term stockholder value.
Role of our Independent Compensation Consultant
The compensation committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant to advise on the compensation program for 2025. Compensia advised the committee on market practices, peer group composition, executive compensation program design, and executive pay levels. Compensia also provided advice on setting compensation for our independent directors. Compensia does not provide any other services to us. Following a review of our relationship with Compensia during 2025, the compensation committee determined that Compensia is independent and that its work did not raise any conflicts of interest.
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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:
Revenue | Market capitalization | Industry |
Trailing four-quarters revenue targeted range, where possible, at time of selection |
30 trading-day average market capitalization targeted range at the time of selection | ● Bitcoin mining sector ● Broader digital infrastructure ecosystem ● Wider technology industry |
The compensation committee referenced the following peer group in assessing 2025 compensation decisions relative to prevailing market practices:
+ Applied Digital | + Couchbase* | + Marqueta* | + Silicon Laboratories* | |
+ Bitfarms | + DigitalOcean Holdings* | + Olo* | + SolarWinds* | |
+ Cipher Mining | + Enfusion* | + Plug Power* | + Synaptics* | |
+ CleanSpark | + Fastly* | + Power Integrations* | + TeraWulf | |
+ CompoSecure* | + IREN* | + Q2 Holdings* | | |
+ CoreScientific | + MARA Holdings | + Riot Platforms | | |
* | New peer added for 2025 |
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:
| – | Base salary: fixed based on a range of factors, including the executive’s title, job responsibilities and experience, and the competitive landscape, and designed to retain high-performing executives with the experience, expertise, and institutional knowledge necessary to drive long-term value; |
| – | 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 |
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| – | 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. |
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CEO 2025 Target Compensation | CSO 2025 Target Compensation |
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| (1) | Based on target opportunities established for PSUs. Excludes the Transformation Awards as detailed in “Transformation Awards” below. |
Base Salary
Base salary is the only fixed component of pay we provide, and is intended to provide a stable, but moderated, component of total compensation, consistent with our compensation philosophy’s emphasis on at-risk pay opportunities. The compensation committee reviews named executive officers’ base salaries annually, considering a range of factors, including the executive’s title, job responsibilities and experience, and the competitive landscape. Consistent with our performance-based emphasis, the compensation committee determined to maintain named executive officers’ 2025 base salaries at the same level as 2024, as follows:
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NEO | Base Salaries |
Asher Genoot | $ 550,000 |
Sean Glennan | $ 400,000 |
Michael Ho | $ 490,000 |
Victor Semah | $ 375,000 |
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:
| 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 |
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Our 2025 cash incentive program was designed to motivate the achievement of key financial, strategic and individual annual performance objectives that are critical to our near-term plans, the achievement of which are expected to support long-term value creation for our stockholders. The structure utilized four equally weighted metrics: Two were financial, to focus executives on operating profitably and efficiently; one was strategic to ensure continued focus on near-term critical milestones; and one was individual to provide for personal accountability.
* | 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. |
For each metric, targets were established relative to our 2025 operating plan, with potential payouts for each metric and the overall cash incentive program ranging 0% to 200% of target. Details regarding each metric, including the threshold, target and maximum performance levels established for each financial metric, are included in the table below.
Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2025 Actual Result | Weighted Achievement |
Adjusted EBITDA | $37.5M | $46.9M | $56.3M | $80.1M | 50% |
EBITDA Margin | 11.7% | 14.6% | 17.5% | 25% | 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% | ||||
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The Company’s 2025 performance was extraordinarily strong across all strategic dimensions, driven by Mr. Genoot’s and Mr. Ho’s strategic vision and leadership during this defining year in our transformation journey. Likewise, each NEO demonstrated exceptional leadership, ownership and execution across a wide range of initiatives. In determining that the strategic and individual metrics were achieved at 200% of target, the compensation committee considered the key achievements summarized above under “Business Transformation and 2025 Performance Highlights”, including the following:
| – | Secured our first contracted AI infrastructure transaction, a 15-year, $7.0 billion lease at River Bend, validating the platform strategy and establishing a repeatable model for future development. 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. |
| – | Formed a landmark partnership with Anthropic and Fluidstack, positioning us to develop up to 2,295 MW of U.S. hyperscale AI infrastructure (including the River Bend site). |
| – | Advanced an 8,500 MW development pipeline, including four newly announced sites comprising 1,500 MW, creating the foundation for the next phase of growth. |
| – | Simplified and refocused the business by carving out the Bitcoin mining business into American Bitcoin and divesting the Ontario power Portfolio, sharpening capital allocation toward the core platform. |
| – | Built a robust capital foundation, including ~$1.4 billion in cash and Bitcoin reserves, a $1.0 billion ATM program, and $400 million in revolving credit capacity, to support disciplined execution of the development pipeline. |
| – | Delivered 45% revenue growth and 7-point gross margin expansion while managing a business in active transformation. |
| – | Generated ~110% stock price appreciation in 2025 ( ~1,067% since Mr. Genoot's appointment), among the strongest returns in the sector and meaningfully above relevant indices. |
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
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.
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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 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 |
| (1) | Performance achievement between threshold and target and target and maximum levels is determined on a linear basis. |
| (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. |
| (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. |
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:
| – | 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. |
| – | 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. |
| – | 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. |
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
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.
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Equity Awards Granted
The target values of each named executive officer’s annual equity awards were as follows:
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 |
| (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. |
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.
| – | 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. |
| – | 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. |
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| – | 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. |
| – | 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: |
| – | 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; |
| – | Benchmarking of special and founder grants made by comparable companies across digital asset infrastructure, AI infrastructure, and high-growth technology sectors; |
| – | Analysis of the relationship between grant size, performance target design, and resulting shareholder value creation under multiple scenarios; |
| – | 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; |
| – | 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; |
| – | 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; |
| – | 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 |
| – | 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. |
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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
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:
| – | 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. |
| – | 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. |
| – | 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. |
| – | 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. |
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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.
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Performance Level(1) | Market Cap Growth Required | |
Target | 180% of Reference Market Capitalization | |
Maximum | 247% of Reference Market Capitalization | |
Super Maximum | 314% of Reference Market Capitalization | |
| (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%)
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.
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Performance Level(1) | Hut 8 ABTC Stake Value | Approximate Value Created from ~$100M Basis | |
Target | $ 1.0 billion | ~$ 900 million | |
Maximum | $ 1.5 billion | ~$ 1.4 billion | |
Super Maximum | $ 2.0 billion | ~$ 1.9 billion | |
| (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)
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
| |||
| RSUs | Target Market Capitalization PSUs | Target ABTC PSUs |
Asher Genoot | 2,339,272 | 505,789 | 505,789 |
Michael Ho | - | 505,789 | 505,789 |
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.
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31 | Compensation Discussion and Analysis |
Table of Contents
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
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:
| – | CEO: 5 times annual base salary |
| – | Other Executive Officers: 3 times annual base salary |
| – | Non-employee members of our board of directors: 3 times annual cash retainer |
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.
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32 | Compensation Discussion and Analysis |
Table of Contents
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
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33 | Compensation Committee Report |
Table of Contents
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.
| | | | | | | | | | | | | | |
| | | | | | | | Stock | | Option | | All Other | | |
Name and | | | | Salary | | Bonus(1) | | Awards(2) | | Awards(2) | | Compensation | | Total |
Principal Position | | Fiscal Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Asher Genoot, | | 1/1/2025–12/31/2025 | | 550,000 | | 1,100,000 | | 238,248,457 | | — | | 10,585 | | 239,909,042 |
Chief Executive Officer(3) |
| 1/1/2024–12/31/2024 | | 534,616 | | 1,100,000 | | 8,635,384 | | — | | 10,140 | | 10,280,140 |
|
| 1/1/2023–12/31/2023 |
| 265,692 |
| — |
| — |
| 1,167,356 |
| 18,588 |
| 1,451,636 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Sean Glennan, |
| 1/1/2025–12/31/2025 |
| 400,000 |
| 800,000 |
| 878,740 |
| — |
| — |
| 2,078,740 |
Chief Financial Officer (4) | | 1/1/2024–12/31/2024 |
| 155,385 |
| 145,356 |
| 1,213,139 |
| — |
| — |
| 1,513,880 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Michael Ho, |
| 1/1/2025–12/31/2025 |
| 490,000 |
| 980,000 |
| 119,740,937 |
| — |
| 10,650 |
| 121,221,587 |
Chief Strategy Officer(5) |
| 1/1/2024–12/31/2024 |
| 490,000 |
| 980,000 |
| 8,635,384 |
| — |
| 26,480 |
| 10,131,864 |
|
| 1/1/2023–12/31/2023 |
| 271,465 |
| — |
| 5,685,103 |
| — |
| — |
| 5,956,568 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Victor Semah, |
| 1/1/2025–12/31/2025 |
| 375,000 |
| 637,500 |
| 1,230,222 |
| — |
| — |
| 2,242,722 |
Chief Legal Officer & Corporate Secretary (6) | | 1/1/2024–12/31/2024 |
| 262,501 |
| 318,750 |
| 1,859,355 |
| — |
| — |
| 2,440,606 |
| (1) | The amounts in this column include the annual bonuses payable to each NEO. See “Compensation Discussion and Analysis—Annual Bonuses” for additional information on annual bonuses payable to our NEOs. |
| (2) | The stock awards and option awards columns reflect the aggregate grant date fair value of equity awards granted computed in accordance with FASB ASC Topic 718. The assumptions we used in determining the grant date fair value of awards granted in 2025 are described in Note 19 to the consolidated financial statements in our Annual Report. For additional information, see “—Long-Term Incentives” and the “Grants of Plan-Based Awards” table below. For PSUs granted in 2025 that are subject to performance conditions, the grant-date fair value assuming the maximum level of performance would be $100,922,202 for Mr. Genoot, $1,718,055 for Mr. Glennan, $100,922,202 for Mr. Ho, and $2,405,233 for Mr. Semah. The amounts set forth in this footnote do not include PSUs granted to Mr. Genoot and Mr. Ho that are subject to market conditions. |
| (3) | In connection with the closing of the Business Combination, Mr. Genoot’s annual salary increased to $490,000 in recognition of the additional responsibilities of being an executive officer of a public company. In connection with his appointment to CEO in 2024, his salary further increased to $550,000. The amount reported in the “All Other Compensation” column for Mr. Genoot in the fiscal year ended December 31, 2025 represents the payment of $10,585 to cover Mr. Genoot’s Young Presidents’ Organization membership fees for 2025. |
| (4) | Mr. Glennan commenced employment with the Company on August 21, 2024. |
| (5) | In connection with the closing of the Business Combination, Mr. Ho’s annual salary increased to $490,000 in recognition of the additional responsibilities of being an executive officer of a public company. The amount reported in the “All Other Compensation” column for Mr. Ho in the fiscal year ended December 31, 2025 represents the payment of $10,650 to cover Mr. Ho’s Young Presidents’ Organization membership fees for 2025. |
| (6) | Mr. Semah commenced employment with the Company on May 1, 2024. |
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34 | Executive Officer Compensation |
Table of Contents
Grants of Plan-Based Awards Table
The following table shows the equity awards made under our 2023 Omnibus Incentive Plan to our NEOs during 2025.
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | All Other | | |
| | | | | | | | | | | | | | | | | | | | Stock | | |
| | | | | | | | Estimated Future Payouts Under | | Estimated Future Payouts Under | | Awards: | | | ||||||||
| | | | | | | | Non-Equity Incentive Plan Awards | | Equity Incentive Plan Awards | | Number of | | Grant Date | ||||||||
| | | | | | | | | | | | | | | | | | | | Shares of | | Fair Value |
| | | | Date of | | | | | | | | | | | | | | | | Stock or | | of Stock |
|
| Award | | Board | | Grant | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Units | | Awards(6) |
Name | | Type | | Action(1) | | Date | | ($) | | ($) | | ($) | | # | | # | | # | | (#) | | ($) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Asher Genoot |
| PSU(2) | | 6/12/2025 |
| 6/12/2025 |
| — |
| — |
| — |
| 349,345 | | 436,681 | | 1,310,043 |
| — | | 6,948,471 |
|
| PSU(3) | | 11/2/2025 | | 11/2/2025 | | — |
| — |
| — | | — |
| — |
| — | | 505,789 | | 73,076,395 |
|
| PSU(3) | | 11/2/2025 | | 11/2/2025 | | — |
| — |
| — | | 505,789 | | 1,011,578 | | 1,517,367 | | — | | 39,716,072 |
|
| RSU(4) | | 11/2/2025 | | 11/2/2025 | | — |
| — |
| — | | — |
| — |
| — | | 2,339,272 | | 118,507,520 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Sean Glennan |
| PSU(5) | | 6/12/2025 |
| 6/12/2025 |
| — |
| — |
| — |
| 24,954 | | 31,192 | | 93,576 |
| — | | 496,326 |
|
| RSU(6) | | 4/23/2025 |
| 4/23/2025 |
| — |
| — |
| — |
| — |
| — |
| — |
| 31,192 | | 382,414 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Michael Ho |
| PSU(2) | | 6/12/2025 |
| 6/12/2025 |
| — |
| — |
| — |
| 349,345 | | 436,681 | | 1,310,043 |
| — | | 6,948,471 |
| | PSU(3) | | 11/2/2025 | | 11/2/2025 | | — |
| — |
| — | | — |
| — |
| — | | 505,789 | | 73,076,395 |
| | PSU(3) | | 11/2/2025 | | 11/2/2025 | | — |
| — |
| — | | 505,789 | | 1,011,578 | | 1,517,367 | | — | | 39,716,072 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Victor Semah |
| PSU(5) | | 6/12/2025 |
| 6/12/2025 |
| — |
| — |
| — |
| 34,935 | | 43,668 | | 131,004 |
| — | | 694,853 |
|
| RSU(6) | | 4/23/2025 |
| 4/23/2025 |
| — |
| — |
| — |
| — |
| — |
| — |
| 43,668 | | 535,370 |
| (1) | Represents date on which the awards were approved by our board of directors. |
| (2) | Represents PSUs with an approximately three-year service period and performance-based vesting conditions as follows: one-third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80%, 100%, or 300% of the units eligible to vest, with linear interpolation between 100% and 300% on the operational and earnings-related performance conditions noted below. The three performance conditions are as follows: (i) Hut 8 enters into new agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (ii) Hut 8 achieves certain Adjusted EBITDA targets, and (iii) a subsidiary of Hut 8 achieves certain financing and transactional milestones. The performance period for these PSUs commenced on June 12, 2025 and will end on June 30, 2028. Any PSUs that become eligible to vest will vest as of June 30, 2028. |
| (3) | Represents PSUs with vesting contingent on service and the achievement of market and performance-based conditions: (i) 505,789 PSUs granted to each executive vest in connection with the achievement of market capitalization growth targets of Hut 8 in reference to a certain historical average market capitalization (“Market Cap-Related PSUs”) and (ii) 505,789 PSUs granted to each executive vest in connection with targets based on the value of the shares of American Bitcoin common stock owned by Hut 8 as of grant date less the value realized by Hut 8 with respect to any such shares that are sold or distributed by Hut 8 (“ABTC-Related PSUs”). In order for the PSUs to vest, the applicable performance target must be achieved, subject to continued employment through the vesting date. The PSUs’ performance periods begin twelve or thirteen months after the grant date and end four years after the grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant performance period. The number of PSUs eligible to vest depending on the targets achieved, expressed as a percentage of these PSUs granted, ranges from 100% (for the minimum targets) to 300%, subject to linear interpolation for both the Market Cap-Related PSUs and ABTC-Related PSUs for performance between the 100% and 300% levels. If no targets are achieved, no PSUs will vest. Once the PSUs have vested, the shares of our common stock received must generally be held by the executive for a period of two years following the vesting date. The performance period for these PSUs will commence on Nov 2, 2026 for the Market Cap-Related PSUs and December 3, 2026 for the ABTC-Related PSUs and will end on November 2, 2029 for both. Any PSUs that become eligible to vest will vest as of each quarterly measurement date or the final day of the performance period. |
| (4) | Represents RSUs that vest on January 1, 2029 subject to continued employment through the vesting date. Shares settled from these RSUs must be generally held by the executive for a period of two years following the vesting date. |
| (5) | Represents PSUs that originally had three performance-based vesting conditions, with 100% of the units eligible to vest upon the achievement of at least one of three performance targets and 200% of the units eligible to vest upon the achievement of two out of the three performance targets; the performance targets for such grants were based on the achievement of certain site development, commercialization, and earnings targets during a specified reference period. Subsequently during the fiscal year ended December 31, 2025, these PSUs were modified to match the vesting terms of the PSUs described in Footnote 2 above. As of grant date and immediately prior to the modification, the PSUs were not probable of vesting. The performance period of the PSUs after modification for Messrs. Semah and Glennan commenced on June 12, 2025 and will end on June 30, 2028. Any PSUs that become eligible to vest will vest as of June 30, 2028 for Messrs. Semah and Glennan. |
| (6) | Represents RSUs that vest in three substantially equal installments subject to continued employment through the vesting date beginning on March 7, 2025. |
| (7) | Refer to Note 19 to the consolidated financial statements in our Annual Report for the relevant valuation assumptions for the grants. Included in this column is the grant date fair value of the PSUs and RSUs. See Footnote 2 of the “Summary Compensation Table” for additional details. |
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35 | Executive Officer Compensation |
Table of Contents
Employment Agreements
Asher Genoot and Michael Ho
On November 30, 2023, we entered into individual employment agreements with Messrs. Genoot and Ho (collectively, the “Executive Employment Agreements”), pursuant to which each executive is employed by the Company and Hut 8 Mining Corp. (collectively, the “Hut Group”) for an indefinite term until their respective employment is terminated in accordance with the terms of the applicable Executive Employment Agreement. Under the Executive Employment Agreements, we agree to provide each executive officer: (i) an annual base salary of $490,000 (Mr. Genoot’s salary was increased in 2024 to $550,000 in connection with his appointment to Chief Executive Officer); (ii) an annual bonus with a target opportunity equal to 80% of base salary, in each case subject to achievement of any applicable performance goals established by our board of directors (such target was increased in 2024 to equal 100% of base salary); (iii) eligibility to receive equity-based compensation as determined by our board of directors; (iv) with respect to Mr. Genoot, $10,000 in annual dues for ongoing membership in the Young Presidents’ Organization; and (v) an annual tax filing reimbursement up to $2,500.
Sean Glennan
On July 25, 2024, we entered into an employment agreement with Sean Glennan (the “Glennan Employment Agreement”), pursuant to which the executive is employed by us for an indefinite term until his employment is terminated in accordance with the terms of the Glennan Employment Agreement. Under the Glennan Employment Agreement, we agree to provide Mr. Glennan: (i) an annual base salary of $400,000; (ii) an annual bonus with a target opportunity equal to 100% of base salary, subject to achievement of any applicable performance goals established by our board of directors (except that Mr. Glennan’s 2024 annual bonus was paid at target on a prorated basis based on his start date); (iii) an equity award of RSUs equal to the quotient of $500,000 and the 20-Day VWAP ending on the final trading day prior to August 21, 2024; (iv) an equity award of PSUs equal to the quotient of $500,000 and the 20-Day VWAP ending on the final trading day prior to August 21, 2024; and (v) eligibility to receive additional equity-based compensation in the future as determined by our board of directors.
Victor Semah
On May 1, 2024, we entered into an employment agreement with Victor Semah (the “Semah Employment Agreement”), pursuant to which the executive is employed by us for an indefinite term until his employment is terminated in accordance with the terms of the Semah Employment Agreement. Under the Semah Employment Agreement, we agree to provide Mr. Semah: (i) an annual base salary of $375,000; (ii) an annual bonus with a target opportunity equal to 85% of base salary, subject to achievement of any applicable performance goals established by our board of directors; and (iii) eligibility to receive equity-based compensation as determined by our board of directors.
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36 | Executive Officer Compensation |
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table shows all outstanding stock options and stock awards held by each of our NEOs as of December 31, 2025.
| | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | ||||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Equity | | |
| | | | | | | | | | | | | | Incentive | | |
| | | | | | | | | | | | | | Plan Awards: | | |
| | Number of | | Number of | | | | | | | | | | Number of | | Equity Incentive |
| | Securities | | Securities | | | | | | | | | | Shares, Units | | Plan Awards: |
| | Underlying | | Underlying | | | | | | Number of | | Market Value of | | or Other | | Market Value of |
| | Unexercised | | Unexercised | | | | | | Share of Units | | Shares of Units | | Rights that | | Shares, Units or |
| | Options | | Options | | Option Exercise | | | | of Stock that | | of Stock that | | have not | | Other Rights that |
| | (#)(1) | | (#) | | Price | | Option Expiration | | have not Vested | | have not Vested | | Vested | | have not Vested |
Name | | Exercisable | | Unexercisable | | ($) | | Date | | (#) | | ($)(2) | | (#) | | ($) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Asher Genoot | | 704,449 | | — | | 0.39 | | 01/05/2033 | | 2,339,272 | (3) | 107,466,156 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Asher Genoot | | — | | — | | — | | — | | 481,348 | (4) | 22,113,127 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Asher Genoot | | — | | — | | — | | — | | 436,681 | (5) | 20,061,125 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Asher Genoot | | — | | — | | — | | — | | 1,011,578 | (6) | 46,471,893 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Sean Glennan | | — | | — | | — | | — | | 24,710 | (7) | 1,135,177 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Sean Glennan | | — | | — | | — | | — | | 31,192 | (8) | 1,432,960 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Sean Glennan | | — | | — | | — | | — | | 37,065 | (4) | 1,702,766 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Sean Glennan | | — | | — | | — | | — | | 31,192 | (9) | 1,432,960 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Michael Ho | | — | | — | | — | | — | | 481,348 | (4) | 22,113,127 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Michael Ho | | — | | — | | — | | — | | 436,681 | (5) | 20,061,125 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Michael Ho | | — | | — | | — | | — | | 1,011,578 | (6) | 46,471,893 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Victor Semah | | — | | — | | — | | — | | 54,200 | (7) | 2,489,948 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Victor Semah | | — | | — | | — | | — | | 43,668 | (8) | 2,006,108 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Victor Semah | | — | | — | | — | | — | | 81,301 | (4) | 3,734,968 | | — | | — |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Victor Semah | | — | | — | | — | | — | | 43,668 | (9) | 2,006,108 | | — | | — |
| | | | | | | | | | | | | | | | |
| (1) | Represents USBTC replacement options that fully vested on August 12, 2024. |
| (2) | The value of the RSUs and PSUs is based on a price of $45.94 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of our fiscal year. Each RSU and PSU represents the right to receive one share of our common stock and will settle in shares, if earned, of our common stock, net of taxes. PSU values assume vesting of 100% of the target number of PSUs granted. |
| (3) | Represents RSUs that vest on January 1, 2029 subject to continued employment through the vesting date. Shares settled from these RSUs must be generally held by the executive for a period of two years following the vesting date. |
| (4) | Represents 100% of the target number of PSUs granted. The PSUs vest approximately three years from grant date and, as set forth in each applicable PSU grant agreement, if our stock price, on a basis of the highest 20-Day VWAP during the two-year performance period, exceeds our 20-Day VWAP as of a certain date by at least 50% or at least 100%, then the percentage of PSUs eligible to vest is 100% or 200% of the number of PSUs granted, respectively. The performance period for Messrs. Genoot, Ho, and Semah commenced on March 26, 2025 and will end on March 26, 2027. The performance period for Mr. Glennan’s PSUs commenced on August 21, 2025 and will end on August 21, 2027. Any PSUs that become eligible to vest based on the performance of our common stock will vest as of March 26, 2027 for Messrs. Genoot, Ho, and Semah and August 21, 2027 for Mr. Glennan. |
| (5) | Represents 100% of the target number of PSUs granted. The PSUs have an approximately three-year service period and performance-based vest conditions as follows: one third of units are eligible to vest for each of the three performance conditions and the three payout tiers for each performance condition are 80%, 100%, or 300% of the units eligible to vest, with linear interpolation between 100% and 300% on the operational and earnings-related performance conditions noted below. The three performance conditions are as follows: (i) Hut 8 enters into new agreements to commercialize new facilities based on the achievement of certain target levels for the energy capacity of such commercialized sites, (ii) Hut 8 achieves certain Adjusted EBITDA targets, and (iii) a subsidiary of Hut 8 achieves certain financing and transactional milestones. The performance period for Messrs. Genoot and Ho commenced on June 12, 2025 and will end on June 30, 2028. Any PSUs that become eligible to vest will vest as of June 30, 2028 for Messrs. Genoot and Ho. |
| (6) | Represents 100% of the target number of PSUs granted. The vesting of these PSUs is contingent on service, market, performance-based vest conditions: (i) 505,789 Market Cap-Related PSUs and (ii) 505,789 ABTC-Related PSUs. In order for the PSUs to vest, the applicable performance target must be achieved, subject to continued employment through the vesting date. The PSUs’ performance periods begin twelve or thirteen months after the grant date and end four years after the grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant performance period. The number of PSUs eligible to vest depending on the targets achieved, expressed as a percentage of these PSUs granted, ranges from 100% (for the minimum targets) to 300%, subject to linear interpolation for both the Market Cap-Related PSUs and ABTC-Related PSUs for performance between the 100% and 300% levels. If no targets are achieved, no PSUs will vest. Once the PSUs have vested, the shares of our common stock received must generally be held by the executive for a period of two years following the vesting date. The performance period for Messrs. Genoot and Ho will commence on Nov 2, 2026 for the Market Cap-Related PSUs and December 3, 2026 for the ABTC-Related PSUs and will end on November 2, 2029 for both. Any PSUs that become eligible to vest will vest as of each quarterly measurement date or the final day of the performance period for Messrs. Genoot and Ho. |
| (7) | Represents RSUs that vest in three substantially equal annual installments, subject to continued employment through the vesting date, beginning on August 21, 2025 for Mr. Glennan and beginning on May 1, 2025 for Mr. Semah. |
| (8) | Represents RSUs that vest in three substantially equal annual installments subject to continued employment through the vesting date beginning on March 7, 2025. |
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| (9) | Represents 100% of the target number of PSUs granted. The PSUs originally had three performance-based vest conditions with 100% of the units eligible to vest upon the achievement of at least one of three performance targets and 200% of the units eligible to vest upon the achievement of two out of the three performance targets; the performance targets for such grants were based on the achievement of certain site development, commercialization, and earnings targets during a specified reference period. Subsequently during the fiscal year ended December 31, 2025, these PSUs were modified to match the vesting terms of the PSUs described in Footnote 5 above. As of grant date and immediately prior to the modification, the PSUs were not probable of vesting. The performance period of the PSUs after modification for Messrs. Semah and Glennan commenced on June 12, 2025 and will end on June 30, 2028. Any PSUs that become eligible to vest will vest as of June 30, 2028 for Messrs. Semah and Glennan. |
Option Exercises and Stock Vested
The table below reflects information for the fiscal year ended December 31, 2025 concerning the vesting of previously granted RSUs for each of the NEOs specified in the table below. The value of the shares represented by the vesting of RSUs is based on the closing price of our common stock on the date of vesting or, if vesting occurred on a non-trading day, settlement. No options were exercised by any NEO in 2025.
| | | | |
| | Stock Awards | ||
| | | | |
| | | | |
| | Number | | |
| | of Shares | | Value |
| | Acquired on | | Realized on |
| | Vesting | | Vesting |
Name | | (#) | | ($) |
| | | | |
| | | | |
Asher Genoot | | — | | — |
| | | | |
| | | | |
Sean Glennan | | 12,355 | | 264,026 |
| | | | |
| | | | |
Michael Ho | | — | | — |
| | | | |
| | | | |
Victor Semah | | 27,101 | | 366,135 |
| | | | |
Potential Payments upon Termination or Change in Control
The following narrative summarizes potential payments and benefits that may be received by our NEOs pursuant to existing employment agreements and other agreements under various separation scenarios.
Pursuant to the employment agreements with our NEOs, if an NEO’s employment is terminated for cause or as a result of disability or voluntary termination (including retirement), the NEO would only be entitled to (i) accrued and unpaid base salary up to the date of termination; (ii) any accrued and outstanding vacation pay to the date of termination, if required to be paid pursuant to applicable law or policy; and (iii) reimbursement for business and other eligible expenses properly incurred to the date of termination (the “Basic Entitlements”). Upon a termination of an NEO’s employment due to death, in addition to the Basic Entitlements, the NEO would also be entitled to any annual bonus earned but unpaid for any prior fiscal year preceding the year in which the NEO’s death occurs. For Mr. Ho, upon a termination of employment due to disability, he would also be entitled to any severance required pursuant to Ontario’s Employment Standards Act, 2000.
All severance payments and benefits are subject to the NEO’s execution of a release of claims.
Asher Genoot
Pursuant to the Executive Employment Agreement with Mr. Genoot, upon a termination of employment without cause or if he terminates his employment for good reason (each, a “Qualifying Termination”), Mr. Genoot will be entitled to the following payments and benefits: (i) any annual bonus awarded in respect of the year preceding the year of termination but not yet paid; (ii) continued base salary and annual bonus at target (payable over twelve months following the date of termination); and (iii) twelve months of COBRA continuation coverage at active employee rates.
Sean Glennan
Pursuant to the Glennan Employment Agreement, upon a Qualifying Termination, Mr. Glennan will be entitled to the following payments and benefits: (i) any annual bonus awarded in respect of the year preceding the year of termination but not yet paid; (ii) continued base salary and annual bonus at target (payable over twelve months following the date of termination); and (iii) twelve months of COBRA continuation coverage at active employee rates.
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Michael Ho
Pursuant to the Executive Employment Agreement with Mr. Ho, upon a Qualifying Termination, he will be entitled to the following payments and benefits: (i) any annual bonus awarded in respect of the year preceding the year of termination but not yet paid; (ii) an amount equal to Mr. Ho’s base salary and annual bonus at target (payable over twelve months or, at the option of Hut 8, as a lump sum payment); and (iii) continued benefits and perquisites (as existed on the date that notice of termination is provided) for the minimum statutory notice period (and, thereafter, continued group health and dental benefits for the remainder of the twelve -month post-termination period).
Victor Semah
Pursuant to the Semah Employment Agreement, upon a Qualifying Termination, Mr. Semah will be entitled to the following payments and benefits: (i) any annual bonus awarded in respect of the year preceding the year of termination but not yet paid; (ii) continued base salary and annual bonus at target (payable over twelve months following the date of termination); and (iii) twelve months of COBRA continuation coverage at active employee rates.
Treatment of LTIP Award Agreements
The following table summarizes the treatment of outstanding long-term incentive awards held by our NEOs under the scenarios set forth below.
Award Type | | Death | | Disability | | For Cause Termination or | | Termination without Cause or | | Termination without Cause or |
RSUs | | Full vesting acceleration | | Full vesting acceleration | | Forfeited | | Vesting of any tranche scheduled to vest during the severance period | | Full vesting acceleration |
PSUs | | Prorated vesting based on actual performance determined as of the date of termination | | Prorated vesting based on actual performance determined as of the date of termination | | Forfeited | | Prorated vesting based on actual performance determined as of the date of termination | | Full vesting acceleration with performance deemed to be achieved at the greater of target and actual performance levels |
The tables below show the amounts that would be received by each NEO under various termination scenarios, assuming that the termination occurred on December 31, 2025. The value of equity vesting is based on a price of $45.94 per share, which was the closing price of our common stock on Nasdaq on December 31, 2025, the last trading day of our fiscal year.
| | | | | | | | | | |
| | | | Cash Severance | | Equity | | Other Benefits | | Total |
Name | | Termination Trigger | | (Salary) ($)(1) | | Vesting ($) | | ($)(2) | | ($) |
| | | | | | | | | | |
| | | | | | | | | | |
Asher Genoot |
| Qualifying Termination |
| 1,100,000 |
| 272,932,940 | (3) | 16,917 |
| 274,049,857 |
|
| Voluntary termination |
| — |
| — |
| — |
| — |
|
| For Cause |
| — |
| — |
| — |
| — |
|
| Retirement |
| — |
| — |
| — |
| — |
|
| Death |
| — |
| 291,108,090 | (4) | — |
| 291,108,090 |
|
| Disability |
| — |
| 291,108,090 | (4) | — |
| 291,108,090 |
|
| Qualifying Termination in Connection with a Change in Control |
| 1,100,000 |
| 311,169,215 | (5) | 16,917 |
| 312,286,132 |
| | | | | | | | | | |
| | | | | | | | | | |
Sean Glennan |
| Qualifying Termination |
| 800,000 |
| 2,591,016 | (3) | 33,630 |
| 3,424,646 |
|
| Voluntary termination |
| — |
| — |
| — |
| — |
|
| For Cause |
| — |
| — |
| — |
| — |
|
| Retirement |
| — |
| — |
| — |
| — |
|
| Death |
| — |
| 5,973,670 | (4) | — |
| 5,973,670 |
|
| Disability |
| — |
| 5,973,670 | (4) | — |
| 5,973,670 |
|
| Qualifying Termination in Connection with a Change in Control |
| 800,000 |
| 7,406,631 | (5) | 33,630 |
| 8,240,261 |
| | | | | | | | | | |
| | | | | | | | | | |
Michael Ho |
| Qualifying Termination |
| 980,000 |
| 165,466,784 | (3) | — |
| 166,446,784 |
|
| Voluntary termination |
| — |
| — |
| — |
| — |
|
| For Cause |
| — |
| — |
| — |
| — |
|
| Retirement |
| — |
| — |
| — |
| — |
|
| Death |
| — |
| 183,641,934 | (4) | — |
| 183,641,934 |
|
| Disability |
| — |
| 183,641,934 | (4) | — |
| 183,641,934 |
|
| Qualifying Termination in Connection with a Change in Control |
| 980,000 |
| 203,703,059 | (5) | — |
| 204,683,059 |
| | | | | | | | | | |
| | | | | | | | | | |
Victor Semah |
| Qualifying Termination |
| 693,750 |
| 6,203,416 | (3) | 33,336 |
| 6,930,502 |
|
| Voluntary termination |
| — |
| — |
| — |
| — |
|
| For Cause |
| — |
| — |
| — |
| — |
|
| Retirement |
| — |
| — |
| — |
| — |
|
| Death |
| — |
| 11,965,992 | (4) | — |
| 11,965,992 |
|
| Disability |
| — |
| 11,965,992 | (4) | — |
| 11,965,992 |
|
| Qualifying Termination in Connection with a Change in Control |
| 693,750 |
| 13,972,100 | (5) | 33,336 |
| 14,699,186 |
| (1) | Represents an amount equal to the NEO’s base salary and target annual bonus, which is payable over a period of twelve months. |
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| (2) | For Messrs. Genoot, Glennan, and Semah, represents the estimated value of twelve months of COBRA continuation coverage at active employee rates. Mr. Ho does not currently receive benefits from us, including group health and dental benefits. |
| (3) | This amount represents: (i) for Messrs. Glennan and Semah, the number of RSUs that would vest during the twelve-month period following the assumed separation date of December 31, 2025, (ii) for Mr. Genoot, full vesting of RSUs, (iii) for Messrs. Genoot and Ho, the super maximum number of PSUs granted on November 2, 2025 (vesting of 300% of the PSUs granted), and (iv) for all NEOs, prorated number of PSUs based on assumed separation date of December 31, 2025 (assumes vesting of 200% of the target number of PSUs granted) for PSUs granted in 2024 and the prorated number of PSUs based on performance certified by our compensation committee with an assumed separation date of December 31, 2025 (assumes vesting of 0% of the target number of PSUs granted) for PSUs granted or modified on June 12, 2025. |
| (4) | This amount represents: (i) full vesting of RSUs for Messrs. Genoot, Glennan, and Semah, and (ii) for Messrs. Genoot and Ho, the super maximum number of PSUs granted on November 2, 2025 (vesting of 300% of the PSUs granted), and (iii) for all NEOs, the number of PSUs based on assumed separation date of December 31, 2025 (assumes vesting of 200% of the target number of PSUs granted) for PSUs granted in 2024 and the number of PSUs based on performance certified by our compensation committee with an assumed separation date of December 31, 2025 (assumes vesting of 0% of the target number of PSUs granted) for PSUs granted or modified on June 12, 2025. |
| (5) | Equity awards will become fully vested upon a termination of employment without cause or resignation for good reason within twelve months following a change in control (with performance deemed to be achieved at the greater of target and actual performance levels for PSUs granted in 2024 and granted or modified on June 12, 2025). This benefit is a double-trigger provision. For PSUs, assumes vesting of 200% of the target number of PSUs granted for those granted in 2024 and 100% of the target number of PSUs granted for those granted or modified on June 12, 2025. For PSUs granted on November 2, 2025, the super maximum number of PSUs granted (vesting of 300% of PSUs granted). |
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information is provided about the relationship of the annual total compensation of our employees (other than the CEO) and the annual total compensation for the principal executive officer, Asher Genoot, in 2025.
We chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and 2025 as the measurement period. We captured all full-time, part-time, and temporary employees globally as of December 31, 2025. We identified the median employee using the annualized base salary and bonus as of December 31, 2025, in addition to the aggregate fair market value of equity bonuses awarded for 2025. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate on December 31, 2025. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
For fiscal year 2025, the annual total compensation for the median employee (excluding our CEO) was $99,022 and annual total compensation of our CEO was $239,909,042. Based on this information, for fiscal year 2025, we estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 2,423 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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Non-Employee Director Compensation
On August 6, 2025, our board of directors approved our Non-Employee Director Compensation Policy, which governs the compensation of our non-employee directors. The policy is administered by our compensation and talent development committee, and the details of the policy are summarized below.
Annual Restricted Stock Unit Award
Under the terms of the policy, each non-employee director is eligible to receive an annual RSU award (the “Annual RSU Award”) pursuant to the terms of the 2023 Plan, with a grant date value based on the aggregate retainer values set forth in the table below, reduced by the Elected Cash Retainer (as defined below). Unless otherwise determined by our compensation and talent committee, the Annual RSU Award will be granted automatically on the date of our annual meeting of stockholders, pursuant to the terms of an individual award agreement and subject to the non-employee director’s continued service on the board of directors as of the date of grant.
| Annual Retainer Value(1) |
General Board of Directors Membership | $300,000(2) |
Independent Chair of the Board of Directors | $25,000(3) |
| Audit: $20,000 |
Committee Membership (non-Chair members) | Compensation and Talent Development: $15,000 |
| Nominating and Governance: $10,000 |
| Audit: $40,000 |
Committee Chair | Compensation and Talent Development: $30,000(4) |
| Nominating and Governance: $20,000 |
| (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. |
| (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. |
| (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. |
| (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. |
The number of shares of our common stock subject to the Annual RSU Award granted to each non-employee director is determined by dividing the grant date value based on the aggregate retainer values set forth above (reduced by the Elected Cash Retainer for the applicable compensation cycle) by the volume-weighted average stock price of a share of our common stock for the twenty (20) consecutive trading day period ending on the last business day immediately prior to the date of grant, rounded up to the next whole share.
The Annual RSU Awards are eligible to cliff vest on the date of our next annual meeting of stockholders following the date of grant, in each case, subject to continued service on the board of directors through the vesting date. The Annual RSU Awards are otherwise subject to the terms and conditions of the 2023 Plan and the applicable award agreement.
In the event that a non-employee director is elected or appointed to serve on the board of directors for a partial term, the initial Annual RSU Award for such non-employee director will be prorated from the date of appointment through the date of our next annual meeting of stockholders. Such Annual RSU Award will be automatically granted on the date the non-employee director joins the board of directors and will vest on the date of our next annual meeting of stockholders, subject to continued service on the board of directors through the vesting date.
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Cash Election
A non-employee director may elect, irrevocably and in advance, to receive up to $75,000 of the non-employee director’s annual retainer in cash (the “Elected Cash Retainer”), which amount will reduce the grant date value of the non-employee director’s Annual RSU Award for the applicable compensation cycle. The Elected Cash Retainer will be paid within five (5) business days following the date of our next annual meeting of stockholders, subject to the non-employee director’s continued service on the board of directors through the applicable payment date.
On April 21, 2026, our Non-Employee Director Policy was amended to remove the Elected Cash Retainer feature. Accordingly, for 2026 and for each subsequent calendar year, the aggregate retainer values set forth in the table above will be paid entirely in the form of annual RSU awards.
Deferral of Annual RSU Award Settlement
Beginning with Annual RSU Awards for 2026 and for each subsequent calendar year, a non-employee director may elect, irrevocably and in advance of the grant date of any applicable Annual RSU Award (and in no event later than December 15th of the year prior to the calendar year in which the Annual RSU Award is to be granted), to defer the settlement of Annual RSU Awards until such non-employee director’s separation from service with the Company.
Expense Reimbursement
We will reimburse non-employee directors for reasonable, documented travel expenses to and from board meetings and other reasonable, documented expenses incurred in connection with Company business, pursuant to our travel policy, as in effect from time to time. We will also reimburse non-employee directors for attendance at director continuing education programs that are relevant to their service on the board of directors, provided that such attendance is pre-approved by our nominating and governance committee or the Chair.
2025 Director Compensation
The following table sets forth information concerning the compensation that we paid or awarded to our non-employee directors from January 1, 2025 through December 31, 2025. Messrs. Genoot and Ho did not receive any additional compensation in connection with their role as directors in 2025.
In 2025, each of our non-employee directors elected to receive 100% of their director compensation as equity in lieu of cash.
| | | | | | | | | | | | | | |
| | | | | | | | 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 |
| | | | | | | | | | | | | | |
| (1) | The amounts under the “Stock Awards” column represents the aggregate grant date fair value of the RSUs granted to each non-employee director during the fiscal year ended December 31, 2025, with such aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For complete FASB ASC Topic 718 disclosures for the awards, see Note 19 to the consolidated financial statements in our Annual Report. |
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The following table shows the numbers of RSUs for each RSU grant made to our non-employee directors during the fiscal year ended December 31, 2025.
| | |
Name | | RSU Grants (August 6, 2025)(a) |
| | |
| | |
Joseph Flinn | | 15,947 RSUs |
| | |
| | |
Stanley O'Neal | | 15,478 RSUs |
| | |
| | |
Carl J. (Rick) Rickertsen | | 14,775 RSUs |
| | |
| | |
Mayo A. Shattuck III | | 16,416 RSUs |
| | |
| | |
William Tai | | 15,713 RSUs |
| | |
| | |
Amy Wilkinson | | 15,713 RSUs |
| | |
| (a) | These RSUs will vest on the date of the Annual Meeting. |
| (2) | The amount under the “All Other Compensation” column for Mr. Flinn represents a reimbursement for certain director association membership expenses (converted to U.S. dollars using the Bank of Canada exchange rate on July 17, 2025, the date of reimbursement). |
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Pay Versus Performance
The following tables and related disclosures provide information about the relationship between executive compensation and certain measures of our financial performance for our principal executive officers (the “PEOs”) and our other named executive officers (the “Non-PEO NEOs”). This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee or CEO, as applicable, make compensation decisions. For further information on our compensation decisions, please see “Compensation Discussion and Analysis.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Average | | | | | | | | | | | | | | | | | | ||||
| | Compensation | | | | | | | | | | Summary | | | | | Summary | | Average | | | | | | | | | | | | | | | | |||||
| | Table | | Compensation | | Summary | | Compensation | | Compensation | | Compensation | | Compensation | | Compensation | | | | | | | | | | | | | | ||||||||||
| | Total for | | Actually | | Compensation | | Actually | | Table | | Actually | | Table | | Actually | | | | Prior Peer Group | | Peer Group | | | | Non-GAAP | |||||||||||||
| | PEO | | Paid to PEO | | Table Total for | | Paid to PEO | | Total for PEO | | Paid to PEO | | Total for | | Paid to | | Total | | Total | | Total | | Net | | Adjusted | |||||||||||||
Fiscal | | Michael | | Michael | | PEO Jaime | | Jaime | | Asher | | Asher | | Non-PEO | | Non-PEO | | Shareholder | | Shareholder | | Shareholder | | Income | | EBITDA | |||||||||||||
Year | | Ho(1) | | Ho(2) | | Leverton(1) | | Leverton(2) | | Genoot(1) | | Genoot(2) | | NEOs(3) | | NEOs(4) | | Return(5) | | Return(6) | | Return(6) | | ($ in millions)(7) | | ($ in millions)(8) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2025 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2024 | | $ | — | | $ | — | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023 | | $ | | | $ | | | $ | | | $ | | | $ | — | | $ | — | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| (1) | Mr. Ho served as the PEO of USBTC, which was the accounting acquirer in the Business Combination. Ms. Leverton served as our PEO following the Business Combination through February 2024. |
| (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: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Fair Value at | | | | | | | |
| | | | | | | | | | | | | Change | | Change | | Fair Value of | | Start of Fiscal | | | | | | | ||||
| | | | | | | | | | | | | in Value of | | in Value of | | Vested Awards | | Year of Awards | | | | | | | ||||
| | | | | | | Grant Date | | Year End | | Unvested Awards | | Vested Awards | | Granted and | | that Failed to | | Total | | | | |||||||
Fiscal | | | | | | | Value of | | Value of | | Granted in Prior | | Granted in Prior | | Vested in Current | | Meet Vesting | | Equity Award | | | | |||||||
Year | | Executives | | SCT | | New Awards | | New Awards | | Fiscal Years | | Fiscal Years | | Fiscal Year | | Conditions | | Adjustments | | CAP | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2025 | | PEO: Asher Genoot | | $ | | | $ | ( | | $ | | | $ | | | $ | — | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2024 | | PEO: Jaime Leverton | | $ | | | $ | — | | $ | — | | $ | — | | $ | ( | | $ | — | | $ | — | | $ | ( | | $ | ( |
| | PEO: Asher Genoot | | $ | | | $ | ( | | $ | | | $ | — | | $ | ( | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023 | | PEO: Michael Ho | | $ | | | $ | ( | | $ | — | | $ | — | | $ | — | | $ | | | $ | — | | $ | | | $ | |
| | PEO: Jaime Leverton |
| $ | |
| $ | — |
| $ | — |
| $ | |
| $ | |
| $ | — |
| $ | ( |
| $ | |
| $ | |
| (3) |
| (4) | The amounts reported in this column represent the CAP to our Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the “Summary Compensation Table” for the indicated fiscal year and adjusted as shown in the table below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Fair Value at | | | | | | | |
| | | | | | | | | | | | | Change | | Change | | Fair Value of | | Start of Fiscal | | | | | | | ||||
| | | | | | | | | | | | | in Value of | | in Value of | | Vested Awards | | Year of Awards | | | | | | | ||||
| | | | | | | Grant Date | | Year End | | Unvested Awards | | Vested Awards | | Granted and | | that Failed to | | Total | | | | |||||||
Fiscal | | | | | | | Value of | | Value of | | Granted in Prior | | Granted in Prior | | Vested in Current | | Meet Vesting | | Equity Award | | | | |||||||
Year | | Executives | | SCT | | New Awards | | New Awards | | Fiscal Years | | Fiscal Years | | Fiscal Years | | Conditions | | Adjustments | | CAP | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2025 | | Non-PEO NEOs | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2024 | | Non-PEO NEOs | | $ | | | $ | ( | | $ | | | $ | — | | $ | ( | | $ | — | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023 | | Non-PEO NEOs | | $ | | | $ | ( | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | | | $ | |
Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant.
| (5) | Pursuant to Item 402(v) of Regulation S-K, the total shareholder return (“TSR”) comparison assumes $100 was invested in our common stock on December 4, 2023 (the first trading following the completion of the Business Combination) using the closing stock price on that date (the “Measurement Date”). |
| (6) | The TSR prior peer group is based on a sub-group of our industry peers, namely Applied Digital Corporation, Bitfarms Ltd., Cipher Mining Inc., CleanSpark, Inc., Core Scientific, Inc., MARA Holdings, Inc., Riot Platforms, Inc., and TeraWulf Inc. In 2025, we expanded our peer group to include CompoSecure, L.L.C., Couchbase, Inc., DigitalOcean Holdings, Inc., Enfusion, Inc., Fastly, Inc., IREN Ltd., Marqeta, Inc., Olo Inc., Plug Power Inc., Power Integrations Inc., Q2 Holdings, Inc., Silicon Laboratories, Inc., SolarWinds Corporation, and Synaptics, Inc. See “Compensation Discussion and Analysis—Role of Market Data and Peers. The comparison assumes $100 was invested in the relevant set of peers on the Measurement Date. |
| (7) | Reflects net income for the twelve months ended December 31, 2025, included in our Annual Report, net income for the twelve months ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and net income for the twelve months ended December 31, 2023, included in our Transition Report on Form 10-K for the fiscal year ended December 31, 2023. |
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| (8) |
Compensation Actually Paid versus Performance Measures
CAP, as calculated pursuant to Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals.
Below are graphs showing the relationship between CAP to our PEOs and Non-PEO NEOs for the twelve months ended December 31, 2023, 2024, and 2025 to (i) our TSR, (ii) our net income, and (iii) our Adjusted EBITDA:
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45 | Pay Versus Performance |
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46 | Pay Versus Performance |
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Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers
| |
| Our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FoR” ThE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |
As required by Section 14A of the Exchange Act, we are seeking an advisory vote from our stockholders to approve the compensation of our NEOs as disclosed in this proxy statement. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote and gives our stockholders the opportunity to endorse or not endorse our compensation program for our NEOs. We currently ask our stockholders to vote on the compensation of our NEOs on an annual basis.
As described more fully in “Compensation Discussion and Analysis,” we believe that our executive compensation program is fundamentally designed to drive sustainable, long-term value creation by aligning the interests of our leadership with those of our stockholders. Although the advisory vote is non-binding, our board of directors and compensation committee value the opinions of our stockholders and will consider stockholder feedback obtained through this vote in making future decisions about our executive compensation program. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our board of directors.
Stockholders are being asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our NEOs, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and related narrative discussion.”
The affirmative vote of a majority of the votes cast at the Annual Meeting for this proposal is required to approve this proposal.
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47 | Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers |
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Share Ownership of Certain Beneficial Owners and Management/Directors
The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock as of April 13, 2026 for:
| – | each of our directors; |
| – | each of our named executive officers; |
| – | all of our current directors and executive officers as a group; and |
| – | each person or group known by us to be the beneficial owner of more than 5% of our common stock. |
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to its securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all of the shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 112,552,646 shares of common stock outstanding as of April 13, 2026. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026 or issuable pursuant to restricted stock units, preferred stock units, or deferred stock units that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, to be outstanding and to be beneficially owned by the person holding the stock option, restricted stock unit, preferred stock unit, or deferred stock unit for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is Hut 8 Corp., 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
| | | | | |
| | Amount and Nature of | | ||
| | Beneficial Ownership | | ||
| | | | | |
| | | | | |
| | | | Approximate | |
| | Number of | | Percentage | |
| | Shares | | of Shares | |
| | Beneficially | | Beneficially | |
Directors and Named Executive Officers: | | Owned | | Owned | |
| | | | | |
| | | | | |
Joseph Flinn(1) | | 77,341 | | * | |
| | | | | |
| | | | | |
E. Stanley O’Neal(2) | | 486,395 | | * | |
| | | | | |
| | | | | |
Carl J. (Rick) Rickertsen(3) | | 65,510 | | * | |
| | | | | |
| | | | | |
Mayo A. Shattuck III(4) | | 355,213 | | * | |
| | | | | |
| | | | | |
William Tai(5) | | 218,504 | | * | |
| | | | | |
| | | | | |
Amy Wilkinson(6) | | 297,849 | | * | |
| | | | | |
| | | | | |
Asher Genoot(7) | | 4,013,299 | | 3.5 | % |
| | | | | |
| | | | | |
Sean Glennan | | 12,068 | | * | |
| | | | | |
| | | | | |
Michael Ho | | 6,326,412 | | 5.6 | % |
| | | | | |
| | | | | |
Victor Semah(8) | | 51,896 | | * | |
| | | | | |
| | | | | |
All directors and executive officers as a group (10)(9) | | 11,904,487 | | 10.4 | % |
| | | | | |
| | | | | |
5% or Greater Stockholders (other than directors and executive officers): | | | | | |
| | | | | |
| | | | | |
BlackRock, Inc.(10) | | 6,738,814 | | 6.0 | % |
| | | | | |
| | | | | |
| | | | | |
Coatue Management, L.L.C.(11) | | 9,149,131 | | 7.5 | % |
| | | | | |
| | | | | |
G1 Execution Services, LLC(12) | | 5,644,581 | | 5.0 | % |
| | | | | |
| | | | | |
Lone Pine Capital LLC(13) | | 6,185,544 | | 5.5 | % |
| | | | | |
* | Represents beneficial ownership or voting power of less than one percent (1%). |
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48 | Share Ownership of Certain Beneficial Owners and Management/Directors |
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| (1) | Represents (i) 28,603 shares of our common stock issuable pursuant to redemption of deferred stock units held by Mr. Flinn that are redeemable within 60 days of April 13, 2026, (ii) 15,947 shares of our common stock issuable pursuant to restricted stock units held by Mr. Flinn that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, (iii) 23,000 shares of our common stock issuable upon exercise of stock options held by Mr. Flinn that are exercisable within 60 days of April 13, 2026, and (iv) 9,791 shares of our common stock held by Mr. Flinn. |
| (2) | Represents (i) 245,805 shares of our common stock issuable upon exercise of stock options held by Mr. O’Neal that are exercisable within 60 days of April 13, 2026, (ii) 15,478 shares of our common stock issuable pursuant to restricted stock units held by Mr. O’Neal that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, and (iii) 225,112 shares of our common stock held by Mr. O’Neal. |
| (3) | Represents (i) 16,748 shares of our common stock issuable pursuant to redemption of deferred stock units held by Mr. Rickertsen that are redeemable within 60 days of April 13, 2026, (ii) 14,775 shares of our common stock issuable pursuant to restricted stock units held by Mr. Rickertsen that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, and (iii) 33,987 shares of our common stock held by Mr. Rickertsen. |
| (4) | Represents (i) 245,805 shares of our common stock issuable upon exercise of stock options held by Mr. Shattuck that are exercisable within 60 days of April 13, 2026, (ii) 16,416 shares of our common stock issuable pursuant to restricted stock units held by Mr. Shattuck that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, and (iii) 92,992 shares of our common stock held by Mr. Shattuck. |
| (5) | Represents (i) 28,603 shares of our common stock issuable pursuant to redemption of deferred stock units held by Mr. Tai that are redeemable within 60 days of April 13, 2026, (ii) 15,713 shares of our common stock issuable pursuant to restricted stock units held by Mr. Tai that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026, and (iii) 174,188 shares of our common stock held by Mr. Tai. |
| (6) | Represents (i) 15,713 shares of our common stock issuable pursuant to restricted stock units held by Ms. Wilkinson that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026 and (ii) 282,136 shares of our common stock held by Ms. Wilkinson. |
| (7) | Represents (i) 704,449 shares of our common stock issuable upon exercise of stock options held by Mr. Genoot that are exercisable within 60 days of April 13, 2026, (ii) 3,044,408 shares of our common stock held by Mr. Genoot, and (iii) 264,442 shares of our common stock held in a qualified retirement account for the benefit of Mr. Genoot. |
| (8) | Represents (i) 27,100 shares of our common stock issuable pursuant to restricted stock units held by Mr. Semah that are subject to vesting and settlement conditions expected to occur within 60 days of April 13, 2026 and (ii) 24,796 shares of our common stock held by Mr. Semah. |
| (9) | Consists of (i) 10,490,332 shares of our common stock, (ii) 1,219,059 shares of our common stock issuable upon exercise of stock options, (iii) 73,954 shares of our common stock issuable pursuant to redemption of deferred stock units, and (iv) 121,142 shares of our common stock issuable pursuant to restricted stock units. |
| (10) | Based solely on information reported by BlackRock, Inc. (“Blackrock”) on the Schedule 13G filed with the SEC on November 8, 2024, and reporting ownership as of September 30, 2024. Blackrock has sole voting power over 6,591,817 shares of our common stock and sole dispositive power over 6,738,814 shares of our common stock. The business address of Blackrock is 50 Hudson Yards, New York, NY 10001. |
| (11) | Based solely on information reported by Coatue Management, L.L.C. (“Coatue Management”), Philippe Laffont, and Coatue Tactical Solutions Lending Holdings AIV 3 LP (“Coatue LP”) on the Schedule 13G filed with the SEC on July 8, 2024, and reporting ownership as of June 28, 2024. Coatue Management, Philippe Laffont, and Coatue LP have shared voting power over 9,149,131 shares of our common stock issuable upon the conversion of a convertible note issued by the Company to Coatue LP that is convertible within 60 days of April 13, 2026 and shared dispositive power over 9,149,131 shares of our common stock issuable upon the conversion of a convertible note issued by the Company to Coatue LP that is convertible within 60 days of April 13, 2026. The business address of Coatue Management, Philippe Laffont, and Coatue LP is 9 West 57th St, New York, NY 10019. |
| (12) | Based solely on information reported by G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC on the Schedule 13G filed with the SEC on November 13, 2025, and reporting ownership as of September 30, 2025. G1 Execution Services, LLC has sole voting power over 56 shares of our common stock, shared voting power over 5,644,581 shares of our common stock, sole dispositive power over 56 shares of our common stock, and shared dispositive power over 5,644,581 shares of our common stock. SIG Brokerage, LP has sole voting power over 44,631 shares of our common stock, shared voting power over 5,644,581 shares of our common stock, sole dispositive power over 44,631 shares of our common stock, and shared dispositive power over 5,644,581 shares of our common stock. Susquehanna Investment Group has sole voting power over 495,469 shares of our common stock, shared voting power over 5,644,581 shares of our common stock, sole dispositive power over 495,469 shares of our common stock, and shared dispositive power over 5,644,581 shares of our common stock. Susquehanna Securities, LLC has sole voting power over 5,104,425 shares of our common stock, shared voting power over 5,644,581 shares of our common stock, sole dispositive power over 5,104,425 shares of our common stock, and shared dispositive power over 5,644,581 shares of our common stock. The business address of G1 Execution Services, LLC is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604. The business address of SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E. City Avenue, Suite 220, Bala Cynwyd, PA 19004. |
| (13) | Based solely on information reported by Lone Pine Capital LLC (“Lone Pine Capital”), David F. Craver, Brian F. Doherty, Kelly A. Granat, Stephen F. Mandel, Jr., and Kerry A. Tyler on the Schedule 13G filed with the SEC on March 6, 2026, and reporting ownership as of February 27, 2026. Lone Pine Capital, David F. Craver, Brian F. Doherty, Kelly A. Granat, Stephen F. Mandel, Jr., and Kerry A. Tyler have shared voting power over 6,185,544 shares of our common stock and shared dispositive power over 6,185,544 shares of our common stock. The business address of Lone Pine Capital, David F. Craver, Brian F. Doherty, Kelly A. Granat, Stephen F. Mandel, Jr., and Kerry A. Tyler is Two Greenwich Plaza, Suite 220, Greenwich, Connecticut 06830. |
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49 | Share Ownership of Certain Beneficial Owners and Management/Directors |
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Certain Relationships and Related Party Transactions
Related Person Transactions Policy
We have adopted a formal written policy and procedure for the review, approval, and ratification of related person transactions, as defined under applicable rules and regulations. The policy covers any transaction in which we were, are, or will be a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. For purposes of the policy, a related person is defined to be any of the following: (i) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (iii) a related party as such term is defined under Multilateral Instrument 61-101–Protection of Minority Security Holders in Special Transactions or Item 404 of Regulation S-K; (iv) any immediate family member (as such term is defined in the policy) of any of the foregoing persons; and (v) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.The policy generally requires any proposed related person transaction to be reported to our Chief Legal Officer and reviewed and approved by our audit committee, unless such related person transaction has been pre-approved by our audit committee. Our audit committee may approve or ratify a related person transaction only if the audit committee determines in good faith that the transaction is in the best interest of the Company and our stockholders. In making such determination, our audit committee reviews and considers the relevant facts and circumstances, including, among other factors it deems appropriate, the following:
| – | the related person’s interest in the transaction; |
| – | the terms of the transaction; |
| – | the purpose of, and the potential benefits to the Company of, the transaction; and |
| – | any other information regarding the transaction or the related person that would be material to investors in light of the circumstances of the particular transaction. |
In addition to the procedures set forth in the Related Person Transactions policy, we have multiple processes for reporting conflicts of interest, including related person transactions. Under our Code of Business Conduct and Ethics, all directors, officers, employees, and certain other personnel are required to disclose in writing to management any conflict as soon as it is identified. We also maintain a Whistleblower Policy that establishes procedures for confidential, anonymous submissions by our employees, officers, and directors regarding any suspected or actual misconduct, including violations of our corporate policies.
Related Person Transactions
Share Purchase
On December 30, 2025, pursuant to an Investor Rights Agreement, dated May 9, 2025, by and among American Bitcoin, its subsidiary, and the stockholders of American Bitcoin party thereto (including our subsidiary that holds our interest in American Bitcoin), the boards of directors of each of the Company and American Bitcoin consented to the purchase of 23,199,205 shares of Class B common stock of American Bitcoin by a limited liability company (the “LLC Purchaser”) for a purchase price of $1.40 per share. Mr. Genoot, our Chief Executive Officer and director and Executive Chairman of American Bitcoin, and Mr. Ho, our Chief Strategy Officer and director and Chief Executive Officer and director of American Bitcoin, solely manage and control the LLC Purchaser and have an indirect financial interest therein in the form of a profit share interest in one if its members.
Other relationships
An immediate family member of Mr. Genoot is employed by a subsidiary of the Company in a non-officer position. The employee has an annual base salary of $123,600 for 2026, increased from $120,000 in 2025, and receives other benefits provided to employees at the same level. In 2024, the compensation paid to this employee in the aggregate was below $120,000.
Director and Officer Indemnification and Insurance
We have entered into indemnification agreements with all of our directors and executive officers and purchased directors’ and officers’ liability insurance. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by applicable law.
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50 | Certain Relationships and Related Party Transactions |
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Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm
| Our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FOR” THE ratification of the appointment of kpmg LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 |
Our audit committee has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although stockholder ratification of the appointment of KPMG is not required by law, we are submitting the appointment to our stockholders for ratification as a matter of good corporate governance. The ratification of the appointment of KPMG requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If stockholders do not ratify the appointment of KPMG, the audit committee will reconsider the appointment. Even if stockholders ratify the appointment of KPMG, the audit committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change would be in the best interests of us and our stockholders. Representatives of KPMG are expected to attend the Annual Meeting and will be given the opportunity to make a statement if they desire to do so.
Recent Changes in Accounting Firms
Engagement of New Independent Registered Public Accounting Firm
On March 25, 2025, our audit committee approved the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
During our fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, neither we nor anyone on our behalf consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report or oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Dismissal of Former Independent Registered Public Accounting Firm
On March 25, 2025, our audit committee approved the dismissal of Raymond Chabot Grant Thornton LLP (“RCGT”) as our independent registered public accounting firm.
The reports of RCGT on our financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During our fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with RCGT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RCGT, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
During our fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in our internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2024. The material weaknesses related to the operating effectiveness of (i) our control pertaining to the review of the calculation of the deferred tax provision for Bitcoin held in an international jurisdiction and (ii) our control pertaining to the review of a complex accounting transaction related to our BITMAIN miner purchase agreement. The material weaknesses were discussed with the audit committee, and we have authorized RCGT to respond fully to inquiries of KPMG concerning the material weaknesses.
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51 | Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm |
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We provided RCGT with a copy of the auditor change disclosures prior to filing them with the SEC in our Current Report on Form 8-K on March 31, 2025 (the “Form 8-K”), and requested that RCGT furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in the Form 8-K, as specified by Item 304(a)(3) of Regulation S-K. A copy of RCGT’s letter dated March 31, 2025, was filed as Exhibit 16.1 to the Form 8-K.
Principal Accountant Fees and Services
The following table presents aggregate fees billed to us for services rendered by KPMG for the fiscal year ended December 31, 2025:
| | | |
| | Fiscal Year Ended | |
(in thousands) | | December 31, 2025 | |
| | | |
| | | |
Audit Fees(1) | | $ | 3,059.0 |
| | | |
| | | |
Audit-Related Fees(2) | | $ | 166.0 |
| | | |
| | | |
Tax Fees (3) | | $ | 1,813.0 |
| | | |
| | | |
All Other Fees(4) | | $ | 225.7 |
| | | |
| | | |
Total | | $ | 5,263.7 |
| | | |
| (1) | Represents fees incurred or expected to be incurred for professional services provided during the period in connection with: (i) the audit of our consolidated financial statements and the effectiveness of internal control over financial reporting for the fiscal year ended December 31, 2025, as well as the review of interim consolidated financial statements included in quarterly reports during fiscal year 2025; (ii) the audit of American Bitcoin’s combined financial statements for the fiscal year ended December 31, 2025, as well as the review of interim combined financial statements included in American Bitcoin’s quarterly report for the quarter ended September 30, 2025; and (iii) the preparation of registration statements and similar securities offering materials for us and American Bitcoin. |
| (2) | Represents fees incurred for professional services provided during the period in connection with discussions related to carve-out audit for American Bitcoin. |
| (3) | Represents fees incurred or expected to be incurred for the respective period for professional services related to tax compliance, tax advice, and tax planning. |
| (4) | Represents fees incurred or expected to be incurred for the respective period for any other products and services not covered under the other captions above. |
Audit Committee Pre-Approval
All services performed by our independent registered public accounting firm for us and our subsidiaries in 2025 and 2024 have been pre-approved by the audit committee. The audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the public accounting firm’s independence.
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52 | Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm |
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Audit Committee Report
The audit committee is responsible primarily for assisting the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control, and legal compliance functions of the Company and its subsidiaries. The committee assists in the board of directors’ oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s independent auditors’ qualifications and independence, and the performance of the Company’s independent auditors and the Company’s internal audit function.
The Company’s management is responsible for the preparation and presentation of the Company’s financial statements, the effectiveness of internal control over financial reporting, and procedures that are reasonably designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). The audit committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements or disclosures.
The audit committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025 with the Company’s management and with KPMG LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2025. The audit committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
The audit committee received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding auditor communications with the audit committee concerning independence, and discussed with KPMG LLP its independence.
Based on such review and discussions, the audit committee recommended to the board of directors that the financial statements referred to above be included in the Annual Report on Form 10-K for the year ended December 31, 2025.
Audit Committee
Joseph Flinn (Chair)
E. Stanley O’Neal
Mayo A. Shattuck III
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53 | Audit Committee Report |
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Proposal 4: Approval of an Amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan
| Our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FOR” THE APPROVAL OF an AMENDMENT TO THE Amended and restated HUT 8 CORP. 2023 OMNIBUS INCENTIVE PLAN |
Our Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan (the “2023 Plan”) was first approved by our board of directors and stockholders in connection with the Business Combination, and was further amended on May 27, 2024 and April 23, 2025. The 2023 Plan reserved for issuance up to 17,644,625 shares of our common stock (“Shares”). Our board of directors has approved, subject to stockholder approval, an amendment to the 2023 Plan to increase the number of Shares reserved and available for issuance under the 2023 Plan by 5,000,000 Shares. If we do not obtain requisite stockholder approval of the amended 2023 Plan, the current 2023 Plan will remain in effect. The affirmative vote of a majority of the votes cast at the Annual Meeting for this proposal is required to approve this proposal.
Stockholders are being asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve the amended 2023 Plan, in the form presented to stockholders in Appendix A to the Company’s proxy statement, providing for an increase the number of Shares reserved and available for issuance under the 2023 Plan by 5,000,000 Shares.”
Stockholders should vote for approval of the amended 2023 Plan because we manage our equity compensation program carefully and effectively. We believe that equity incentive awards are a vital part of our overall compensation program; however, we recognize that equity incentive awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We grant what we believe is an appropriate amount of equity necessary to achieve the objectives of our long-term incentive program.
Our board of directors recommends approval of the amended 2023 Plan to enable the continued use of the 2023 Plan for stock-based grants consistent with the objectives of our long-term incentive program, which aligns the interests of key personnel with those of our stockholders. The purpose of the 2023 Plan is to provide additional incentives to our officers, employees, non-employee directors, independent contractors, and consultants in order to strengthen their commitment to the Company, motivate them to faithfully and diligently perform their responsibilities, and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. Failure to obtain stockholder approval of the amended 2023 Plan would significantly constrain our ability to offer competitive equity-based compensation packages, which are a key component of our total compensation program. Without adequate equity compensation capacity, we risk losing key talent to competitors and may be required to substantially increase cash-based compensation to attract and retain qualified individuals, which would place additional demands on our cash resources. In furtherance of the foregoing objectives, our board of directors has considered two key metrics in making equity grants under the 2023 Plan: (i) historical burn rate and (ii) overhang.
| – | Historical burn rate. The following table sets forth the burn rate of awards granted under the 2023 Plan for each of our three most recently completed fiscal years, calculated as the number of Shares subject to equity awards granted under the 2023 Plan, with performance stock units included if vested/earned, during the applicable fiscal year divided by the weighted average shares of common stock outstanding – basic for the applicable fiscal year. |
| | | | | | | |
| | Twelve Months Ended | | Twelve Months Ended | | Six Months Ended |
|
| | December 31, 2025 | | December 31, 2024 | | December 31, 2023 |
|
| | | | | | | |
| | | | | | | |
Weighted average shares of common stock outstanding – basic(1) | | 105,328,890 | | 91,320,744 | | 51,268,013 |
|
| | | | | | | |
| | | | | | | |
Number of Shares subject to equity awards granted under the 2023 Plan | | | | | | | |
| | | | | | | |
| | | | | | | |
RSUs |
| 3,211,013 |
| 930,410 |
| 502,806 | |
| | | | | | | |
| | | | | | | |
DSUs |
| — |
| — |
| 5,615 | |
| | | | | | | |
| | | | | | | |
PSUs – vested/earned(2) |
| — |
| — |
| — | |
| | | | | | | |
| | | | | | | |
Stock options |
| 1,000,000 |
| — |
| — | |
| | | | | | | |
| | | | | | | |
Replacement stock options |
| — |
| — |
| 23,000 | |
| | | | | | | |
| | | | | | | |
Period or annual burn rate – 2023 Plan(3) |
| 4.00 | % | 1.02 | % | 1.04 | % |
| | | | | | | |
| (1) | The weighted average shares of common stock outstanding – basic for the twelve months ended December 31, 2023 was 47,084,060. |
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54 | Proposal 4: Approval of an Amendment to the Hut 8 Corp. 2023 Omnibus Incentive Plan |
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| (2) | 3,137,216 and 1,602,609 PSUs, assuming target level of performance, were granted during the twelve months ended December 31, 2025 and December 31, 2024, respectively and none were vested/earned during the periods granted. |
| (3) | The burn rate inclusive of PSUs when granted was 12.72% and 4.53%, assuming maximum payout, for the twelve months ended December 31, 2025 and December 31, 2024, respectively. No PSUs were granted in prior fiscal years. |
| – | Overhang. Our overhang is the number of Shares subject to equity awards outstanding plus the number of Shares available for future grants in proportion to the Shares outstanding. The table below sets forth our overhang as of April 13, 2026 and assuming the increase in the share reserve we are requesting, our overhang would be 20.87% as of April 13, 2026. All overhang figures are assuming maximum payout for PSUs. |
| | | |
| | As of April 13, 2026(1) | |
| | | |
| | | |
Shares outstanding | | 112,552,646 | |
| | | |
| | | |
Number of Shares subject to equity awards outstanding | | 18,172,284 | (2) |
| | | |
| | | |
Number of Shares available for future grants | | 315,886 |
|
| | | |
| | | |
Overhang | | 16.43 | % |
| (1) | As of December 31, 2025, 110,091,358 shares were outstanding, 18,367,739 shares were subject to equity awards outstanding (representing 16.68% of the shares outstanding), 473,007 shares were available for future grants (representing 0.43% of the shares outstanding), and the overhang was 17.11%. |
| (2) | As of April 13, 2026, the Shares subject to equity awards outstanding comprised of: (i) 4,329 DSUs under the 2023 Plan, (ii) 3,350,560 RSUs under the 2023 Plan, (iii) 12,025,619 PSUs under the 2023 Plan (assuming maximum payout), (iv) 1,023,000 options under the 2023 Plan, (v) 1,699,151 options under the Hut 8 Corp. Rollover Option Plan (the “Rollover Plan”), and (vi) 69,625 DSUs under the Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan (the “Hut Mining Plan”). The outstanding 2,722,151 options as of April 13, 2026 have a weighted average exercise price of $5.91 per Share. This does not include the Contingent Awards (as defined below), which consist of (i) PSUs under our 2023 Plan for each of Messrs. Genoot, Glennan, Ho, and Semah, which provide each executive with the ability to earn 166,619, 27,229, 104,970, and 27,229 Shares, respectively, assuming target-level performance and (ii) RSUs under our 2023 Plan for each of Messrs. Glennan and Semah, which provide each executive with the ability to earn 27,229 Shares. |
The amended 2023 Plan and our other related governance practices and policies protect stockholder interests and reflect the use of certain best practices including:
| – | Double Trigger Change in Control Treatment. All awards provide for “double trigger” change of control vesting, meaning that awards will not vest in connection with a change in control without a subsequent qualifying termination of employment. |
| – | No Share Recycling. There is an express prohibition on recycling, meaning that Shares tendered or withheld in payment of exercise price for awards or in satisfaction of withholding taxes will not be available again for issuance. |
| – | No Repricing. There is an express prohibition on repricing without approval from our stockholders. |
| – | No “Evergreen” Provision. There is no automatic increase to the Shares available for issuance; increases must be approved by our stockholders. |
| – | Clawback. Awards granted under the 2023 Plan will be subject to recovery under any applicable law, government regulation, or stock exchange listing requirement, and any clawback policy that we are required to adopt pursuant to any applicable law, government regulation, or stock exchange listing requirement, including our existing Clawback Policy. |
| – | No Hedging, Speculative Transactions, and Stock Pledging. We maintain insider trading policies that prohibit hedging or pledging of our securities by employees and directors, without the prior approval of the board of directors. |
| – | Delayed Performance Periods and Post-Vesting Holding Requirements. Certain larger awards granted under the 2023 Plan are subject to delayed or extended performance periods and post-vesting holding requirements, further aligning the long-term interests of recipients with those of our stockholders. |
| – | Limit on Non-Employee Directors’ Compensation. The total value of any awards granted to a non-employee director in a fiscal year, when aggregated with such director’s cash fee with respect to such fiscal year, will not exceed $750,000 in the aggregate (with certain additional limits as described below). The Administrator (as defined below) may make exceptions to increase such limit to $1,000,000 in extraordinary circumstances. |
Plan Description
The following is a summary of the material provisions of the amended 2023 Plan. The summary is qualified in its entirety by the specific language of the amended 2023 Plan, which can be found in Appendix A to this proxy statement.
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Purposes
The purposes of the 2023 Plan are to provide additional incentives to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or certain of our affiliates in order to strengthen their commitment to the Company, motivate them to faithfully and diligently perform their responsibilities, and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability.
Administration
The 2023 Plan may be administered by our board of directors or, if and to the extent our board of directors does not administer the Plan, by a committee of directors designated by our board of directors (the “Administrator”). The Administrator has broad administrative authority to interpret the 2023 Plan and may prescribe, amend, and rescind rules and make all other determinations necessary or desirable for the administration of the 2023 Plan. Pursuant to its administrative authority, the Administrator may, among other things: select the persons who will receive awards and determine the types of awards to be granted; determine the terms and conditions of those awards, including the exercise price or other purchase price of an award, the Shares subject to awards, the term of the awards, and the vesting schedule applicable to awards; amend certain terms and conditions of outstanding awards; accelerate or waive the vesting schedule or certain other conditions of any awards; prescribe, amend, and rescind rules and regulations of sub-plans or addendums in order to comply with or satisfy applicable foreign laws; and otherwise supervise the administration of the 2023 Plan and exercise all powers and authorities either specifically granted under the 2023 Plan or necessary and advisable for the administration of the 2023 Plan.
Subject to the discretion of our board of directors, any committee of directors designated to serve as the Administrator will be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable, and any other qualifications required by the applicable stock exchange on which the Shares are traded.
The Administrator’s determination under the 2023 Plan need not be uniform and may be made by the Administrator selectively among participants whether or not similarly situated. All decisions made by the Administrator under the 2023 Plan will be final, conclusive, and binding on all persons, including the Company and all participants. No member of our board of directors or any committee of directors designated to serve as the Administrator, nor any of our officers or employees acting on behalf of the Administrator, will be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the 2023 Plan, and, to the extent permitted by law, will be fully indemnified by the Company in respect of any such actions, omissions, determinations, or interpretations.
Eligibility
Awards may be granted to any officer, employee, non-employee director, independent contractor, or consultant (other than recipients that are granted Replacement Hut Options (as defined in the 2023 Plan)) of the Company or any of our affiliates who has been selected as an eligible recipient by the Administrator. However, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Internal Revenue Code, stock options and stock appreciation rights may only be granted to an employee, non-employee director, independent contractor, or consultant of the Company or any of our affiliates with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Internal Revenue Code. As of April 13, 2026, approximately 262 employees (including 4 executive officers), 6 non-employee directors, and 9 independent contractors or consultants were eligible under the criteria to receive awards under the 2023 Plan.
Shares Available for Issuance
Upon approval of the amended 2023 Plan, the maximum number of Shares available for future issuance under the 2023 Plan will be comprised of (i) 5,000,000 Shares, which will become authorized for future issuance upon such approval, (ii) the remaining Shares available for issuance for new grants of awards under the current 2023 Plan as of the date that our stockholders approve the amended 2023 Plan (the “Effective Date”), which as of April 13, 2026 was 324,856 Shares, and (iii) the number of Shares underlying equity awards that are outstanding under the current 2023 Plan as of the Effective Date, which as of April 13, 2026 was 18,163,314 Shares. The Shares issued under the 2023 Plan may consist of authorized but unissued Shares or Shares that we have reacquired or may reacquire in the open market, in private transactions or otherwise. If any Shares subject to an award granted under the 2023 Plan are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of Shares to the participant, those Shares will again be available for awards under the 2023 Plan to the extent of the forfeiture, cancellation, exchange, surrender, termination, or expiration. However, Shares that are exchanged by a participant or withheld by us as full or partial payment in connection with the exercise of any option or stock appreciation right or the payment of any purchase price with respect to any other award under the 2023 Plan, or any withholding taxes related to any
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award under the 2023 Plan, will not be available for subsequent awards under the 2023 Plan. The amended 2023 Plan will not result at any time in (i) a number of Shares issuable to all Insiders (as defined in the 2023 Plan) exceeding 10% of the issued and outstanding Shares at such time, or (ii) a number of Shares issued to all Insiders, within any one-year period, exceeding 10% of the issued and outstanding Shares at such time.
Additionally, (i) to the extent an award is denominated in Shares, but paid or settled in cash, the number of Shares with respect to which such payment or settlement is made will again be available for grants of awards pursuant to the 2023 Plan and (ii) Shares underlying awards that can only be settled in cash will not be counted against the aggregate number of Shares available for awards under the 2023 Plan.
The 2023 Plan provides that, in the event of (i) a merger, consolidation, conversion, domestication, transfer, continuance, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend, stock split, reverse stock split, combination or exchange of shares, change in corporate structure, or a similar corporate event affecting the Shares (in each case, a “Change in Capitalization”) or (ii) a Change in Control (as described below), the Administrator will make, in its sole discretion, an equitable substitution or proportionate adjustment in (i) the number of Shares reserved under the 2023 Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and stock appreciation rights granted under the 2023 Plan, (iii) the kind, number, and purchase price of Shares, or the amount of cash or amount or type of property, subject to outstanding restricted stock, restricted stock units, stock bonuses, and other share-based awards granted under the 2023 Plan, or (iv) the performance criteria and performance periods applicable to any awards granted under the 2023 Plan. The Administrator will make other equitable substitutions or adjustments as it determines in its sole discretion.
Additionally, in the event of a Change in Capitalization or Change in Control, the Administrator may cancel any outstanding awards for the payment of cash or in-kind consideration. However, if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the Shares, cash or other property covered by such award, then the Administrator may cancel the award without any payment to the participant. In the case of any awards granted to a Canadian participant that are subject to Section 7 of the Income Tax Act (Canada), the consent of such participant is required to settle such awards in cash or any property other than Shares.
Non-Employee Director Limits
Non-employee directors of the Company will not 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. The Administrator may make exceptions to increase the limit to $1,000,000 for an individual non-employee director in extraordinary circumstances, provided that the non-employee director receiving such additional compensation may not participate in the decision to increase the limit.
Type of Awards
The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, PSUs, DSUs, other share-based awards, stock bonuses, and cash awards. These awards are discussed in more detail below.
Stock Options
Each stock option granted under the 2023 Plan may either be an option intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code or an option not intended to be so qualified (a “Nonqualified Option”). Incentive Stock Options may be granted only to an employee of the Company, a parent corporation, or a subsidiary corporation. Up to 10,500,000 Shares may be granted as Incentive Stock Options under the amended 2023 Plan. All of the Shares reserved for issuance under the 2023 Plan may be granted as Incentive Stock Options. To the extent that the aggregate fair market value of the Shares for which Incentive Stock Options are exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess Incentive Stock Options will be treated as Nonqualified Options.
The exercise period of any option may not exceed ten years from the date of grant. If the expiration date of an option falls within a period of time when pursuant to any of our policies, any of our securities may not be traded by certain persons designated by the Company (a “Black-Out Period”) or within nine business days following the expiration of a Black-Out Period, the expiration date will be automatically extended to the tenth business day after the end of the Black-Out Period. If an Incentive Stock Option is granted to a participant who owns more than 10% of the voting power of all classes of our shares, our parent corporation, or a subsidiary corporation, the exercise period of the Incentive Stock Option may not exceed five years from the date of grant and the exercise price may not be less than 110% of the fair market value of a Share on the date the Incentive Stock Option is granted.
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The exercise price may not be less than 100% of the fair market value of a Share on the date the option is granted. The exercise price for Shares subject to an option may be paid in cash, or as determined by the Administrator in its sole discretion, (i) through any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise or a broker-assisted cashless exercise program), (ii) by tendering unrestricted Shares owned by the participant, (iii) with any other form of consideration approved by the Administrator and permitted by applicable law, or (iv) by any combination of these methods.
If a participant disposes of any Shares acquired pursuant to the exercise of an Incentive Stock Option before the later of (i) two years after the date of grant and (ii) one year after the date of exercise of the Incentive Stock Option, then the participant must notify us in writing immediately after the date of such disposition. We may, if determined by the Administrator, retain possession of any Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the participant until the end of the period described in the preceding sentence, subject to complying with any instructions form the participant as to the sale of such Shares.
Except as set forth in the applicable award agreement, a participant will have no rights to dividends, dividend equivalents or distributions, or other rights of a stockholder with respect to the Shares subject to an option until Shares have been issued with respect to the exercise of the option. The rights of a participant upon a termination of employment or service will be set forth in the applicable award agreement.
Except as set forth in the applicable award agreement, if the participant’s employment or service is terminated by us for any reason other than for Cause (as such term is defined in the 2023 Plan), the options held by the participant will continue to vest and may be exercised during the period that terminates on the earlier of: (i) 30 days after the termination of participant’s termination date and (ii) the expiration of the option’s term. However, if participant’s employment or service is terminated by us for Cause, then all outstanding options (whether or not vested) will immediately terminate and cease to be exercisable.
Stock Appreciation Rights
Stock appreciation rights may be granted either alone (“Free-Standing Rights”) or in conjunction with all or part of any option granted under the 2023 Plan (“Related Rights”). A Free-Standing Right entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a Share over the base price of the Free-Standing Right (which will be no less than 100% of the fair market value of the related Share on the date of grant). A Related Right entitles its holder to receive, upon surrender of the applicable portion of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a Share over the exercise price specified in the related option. The exercise period of a Free-Standing Right may not exceed ten years from the date of grant. The exercise period of a Related Right will expire upon the expiration of its related option, but in no event will it be exercisable more than ten years after the grant date.
Except as provided in the applicable award agreement, (i) the Administrator may determine to settle the exercise of a stock appreciation right in cash (or in any combination of whole Shares and cash) and (ii) the holder of a stock appreciation right has no rights to dividends, dividend equivalents, or any other rights of a stockholder with respect to the Shares subject to the stock appreciation right until Shares have been issued with respect to the stock appreciation right.
Except as set forth in the applicable award agreement, if a participant who has been granted one or more Free Standing Rights is terminated by us for any reason (other than for Cause), then each Free Standing Right held by the participant may be exercised in accordance with its terms at any time, subject to compliance with applicable Black-Out Periods, during the period that terminates on the earlier of (i) the thirtieth day after the termination and (ii) the expiration of the Free Standing Rights as set forth in the applicable award agreement. However, if the participant is terminated for Cause, all outstanding Free-Standing Rights (whether or not vested) immediately terminate and are no longer exercisable. Related Rights will be exercisable at such times and subject to the terms and conditions applicable to the related option.
Restricted Stock, Restricted Stock Units, and Performance Stock Units
Restricted stock, RSUs, and PSUs may be granted under the 2023 Plan. Generally, the Administrator determines who may be granted restricted stock, RSUs, and PSUs, the purchase price thereof, the vesting schedule, and performance criteria (if applicable).
If the restrictions, performance criteria, or other conditions determined by the Administrator are not satisfied, the restricted stock, RSUs, and PSUs are forfeited. RSUs and PSUs may be settled either in cash or in Shares, at the discretion of the Administrator. The rights of restricted stock, RSUs, and PSUs will terminate on the date of the participant’s termination of employment or service, unless otherwise set forth the award agreement.
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The date on which a particular RSU awarded to a participant who is a resident of Canada for purposes of the Income Tax Act (Canada) or who is granted an award in respect of, or by virtue of, employment services rendered in Canada (a “Canadian participant”) may vest (and the date to which any performance criteria is satisfied) must be no later than December 15 of the calendar year which is three years after the calendar year in which the RSU is granted, and Shares (or cash) must be issued (or paid) to the Canadian participant before the end of such calendar year. Generally, restricted stock may not be issued to Canadian participants unless specifically determined by the Administrator and consented to by the participant.
Unless the applicable award agreement provides otherwise and subject to the rules and policies of the TSX, participants with restricted stock generally have all the rights of a stockholder, including the right to vote and receive dividends declared with respect to such stock. Generally, RSUs and/or PSUs do not entitle the participant to dividends prior to vesting, but, if the applicable award agreement provides for them, the participant may be entitled to receive dividend equivalents at the time (and to the extent) that Shares with respect to the RSUs and/or PSUs are delivered to the participant. Any dividends or dividend equivalent awards with respect to restricted stock, RSUs, or PSUs are subject to the same restrictions, conditions, and risks of forfeiture as the underlying restricted stock, RSUs, or PSUs.
Generally, except as set forth in the applicable award agreement, the rights of participants granted restricted stock, RSUs, or PSUs will terminate upon the participant’s termination of employment with, or service for, the Company.
Deferred Stock Units
DSUs may be issued under the 2023 Plan. A DSU entitles the recipient to receive (upon settlement) an amount in cash or Shares (or any combination thereof) equal to the fair market value of a Share. DSUs only vest (and a participant is only entitled to settlement or redemption of a deferred stock unit) when the participant ceases to be any of a director, officer, or employee of the Company or any affiliate of the Company for any reason, including termination, retirement, or death.
Subject to the Administrator’s approval (no later than December 31 of the calendar year immediately preceding the calendar year to which such election is to apply), a director of the Company may irrevocably elect to have up to 100% of the director’s annual board compensation be satisfied in the form of DSUs.
Each participant holding DSUs may redeem their DSUs on up to two specified dates during the period commencing on the business day immediately following the participant’s termination of employment or service and ending on December 15 of the first calendar year following such termination date, or any shorter redemption period set out in the relevant award agreement, by delivering written notice of election to us (the “DSU Redemption Notice”), in advance of the applicable participant’s date of termination of employment or service and on a date that is not during a Black-Out Period, indicating (a) the participant’s election to have their DSUs redeemed on one or more particular dates, (b) the desired date(s) of settlement, and (c) the number of DSUs desired to be settled on such date(s); provided that such desired date(s) of settlement cannot be permitted to be during a Black-Out Period unless the desired date that is during a Black-Out Period is no less than 30 days following the date of the DSU Redemption Notice delivered by the participant.
Settlement of DSUs must take place as soon as commercially and reasonably possible following the date(s) specified or deemed to be specified in the DSU Redemption Notice, and in all events prior to December 20 of the calendar year following the calendar year that includes the date of the participant’s termination of employment.
Generally, if participant who is subject to taxation in the United States is given the ability to elect the time of settlement for the participant’s DSUs, such election may only allow the participant to choose a time of settlement that complies with Section 409A of the U.S. Internal Revenue Code.
If a DSU Redemption Notice is not received by us on or before a participant’s termination date or the DSU Redemption Notice does not specify a date, the participant will be deemed to have delivered a DSU Redemption Notice specifying the business day immediately following his or her termination date as the desired date of settlement for all DSUs.
Dividend equivalents may, as determined by our board of directors in its sole discretion, be awarded with respect to DSUs on the same basis as cash dividends declared and paid on Shares as if the participant was a stockholder of record of Shares on the relevant record date. Dividend equivalents, if any, will be credited to the participant in additional DSUs, the number of which will be equal to a fraction where the numerator is the product of (i) the number of DSUs held by the participant on the date that dividends are paid multiplied by (ii) the dividend paid per Share, and the denominator of which is the fair market value of one Share calculated on the date that dividends are paid. Any additional DSUs credited to a participant as a dividend equivalent will be subject to the same terms and conditions, including vesting conditions, and time of payment, as the underlying DSU award.
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Other Stock-Based Awards
The Administrator may grant other stock-based awards under the 2023 Plan (either alone or in addition to other awards, other than in connection with options or stock appreciation rights), such other stock-based awards valued in whole or in part based on Shares, including but not limited to dividend equivalents. The Administrator will determine the terms and conditions of these awards, including the number of Shares to be granted pursuant to each award, the manner in which the award will be settled, and the conditions to the vesting and payment of the award (including the achievement of performance goals).
Stock Bonuses and Cash Awards
Bonuses payable in fully vested Shares and awards that are payable solely in cash may also be granted under the 2023 Plan.
Treatment of Outstanding Awards Upon a Change in Control
Except as provided in the applicable award agreement, in the event that (a) a “Change in Control” (as described below) occurs and (b) either (x) an outstanding award is not assumed or substituted or (y) an outstanding award is assumed or substituted and the participant’s employment or service is terminated by the Company, its successor, or an affiliate thereof without cause within 12 months following the Change in Control, then (i) any unvested or unexercisable portion of an award carrying a right to exercise becomes fully vested and exercisable with respect to any purely time-based conditions and (ii) the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any other award granted under the 2023 Plan will lapse with respect to any purely time-based conditions and such awards will vest in full with respect to any purely time-based conditions and any performance conditions will be deemed to be achieved at the greater of target or actual performance levels and any awards (or portions of awards) that remain unvested or unexercisable are forfeited.
For purposes of the 2023 Plan, a “Change in Control” means any of the following events:
| (i) | a person or group of people becomes the beneficial owner of 50% or more of our voting power; |
| (ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on our board of directors: individuals who, on the Effective Date, constitute our board of directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by our board of directors or nomination for election by our stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election, or nomination for election was previously so approved or recommended; |
| (iii) | the consummation of a merger, consolidation, conversion, domestication, transfer, or continuance of the Company or any of our subsidiaries, other than (I) a merger, consolidation, conversion, domestication, transfer, or continuance (A) that results in our voting securities continuing to represent more than 50% of the combined voting power of the surviving entity or its parent and (B) immediately following which the individuals who comprise our board of directors immediately prior to such merger or consolidation constitute at least a majority of the board of directors or governing body of the Company, surviving entity, or its parent or (II) a merger, consolidation, conversion, domestication, transfer, or continuance effected to implement a recapitalization of the company (or similar transaction) in which no person is or becomes a beneficial owner of securities representing 50% or more of the combined voting power of the Company; or |
| (iv) | stockholder approval of a plan of complete liquidation or dissolution of the Company or the consummation of an agreement for the sale or disposition of substantially all of our assets, other than (A) a sale or disposition to an entity, at least 50% of the combined voting power of which is owned by our stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition to an entity controlled by our board of directors. |
Determination of Fair Market Value
The fair market value of a Share is determined by the Administrator in its sole discretion. However, (i) if the Shares are admitted to trading on a national securities exchange, the fair market value on any date will be the closing sales price reported on that date, or if no Shares were traded on such date, on the last preceding date for which there was a sale of a Share or other security on such exchange (or, if the Shares or other security admitted to trading on more than one national securities exchange, the principal securities exchange on which the majority of the trading in the Shares or other security occurs), or (ii) if the Shares are then traded on an over-the-counter market, the fair market value on any date will be the average of the closing bid and asked prices for the Share or other security in such over-the-counter market for the last preceding date on which there was a sale of such Share or other security in such market.
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Nontransferability
Until an award is fully vested and/or exercisable in accordance with the terms of the 2023 Plan or an applicable award agreement, the award may not be sold, assigned, mortgaged, hypothecated, transferred, charged, pledged, encumbered, gifted, transferred in trust (voting or other), or otherwise disposed of (each, a “Transfer”). Any purported Transfer of, or an agreement or commitment to Transfer, an award or a participant’s economic benefit or interest in an award will be null and void and will not create any obligation or liability of the Company, nor will any person purportedly acquiring the award or an economic benefit or interest in an award be recognized as a holder of the Shares or other property underlying the award.
Clawback Provision
Awards granted under the 2023 Plan will be subject to recovery under any applicable law, government regulation or stock exchange listing requirement, and any clawback policy that we are required to adopt pursuant to any applicable law, government regulation, or stock exchange listing requirement, including our existing Clawback Policy.
Prohibition on Repricing
Other than for equitable adjustments made in connection with a Change in Capitalization or Change in Control, we may not, without first obtaining the approval of our stockholders, amend the terms of outstanding options or stock appreciation rights to reduce the exercise price or base price, as applicable, of such options or stock appreciation rights.
Amendment, Modification, and Termination of the 2023 Plan
The Administrator may amend, alter, or terminate the 2023 Plan, or amend any outstanding awards in its sole discretion without stockholder approval (except as otherwise set forth in the 2023 Plan or as required by applicable law); however, participant consent is required if the action would impair the participant’s rights with respect to outstanding awards unless the Administrator must conform the award to satisfy any applicable law, government regulation, or stock exchange listing requirement. Unless our board of directors determines otherwise, stockholder approval of an amendment, alteration, or termination must be obtained if required to comply with applicable law.
The Administrator must obtain stockholder approval to make the following amendments: (i) any amendment to increase the maximum number of Shares reserved for issuance under the 2023 Plan; (ii) any amendment to the terms of outstanding options, stock appreciation rights, or other entitlements to reduce the Exercise Price or Base Price, as applicable, of such options, stock appreciation rights, or other entitlements; (iii) any cancellation of outstanding options, stock appreciation rights, or other entitlements in exchange for options, stock appreciation rights, or other entitlements with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original options, stock appreciation rights, or other entitlements; (iv) any cancellation of outstanding options, stock appreciation rights, or other entitlements with an Exercise Price that is less than 100% of the fair market value of the related Shares in exchange for cash or cash awards; (v) any amendment that extends the term of outstanding options or stock appreciation rights or any other awards beyond the original expiry; and (vi) any amendments to the 2023 Plan’s amendment provisions.
No award may be granted under the 2023 Plan on or after the tenth anniversary of the Effective Date, but outstanding awards granted prior to such date may extend beyond that date.
Federal Income Tax Consequences
The following discussion of certain relevant U.S. federal income tax effects applicable to stock options, stock appreciation rights, and other stock-based awards granted under the 2023 Plan is a summary only, and reference is made to the Internal Revenue Code for a complete statement of all relevant U.S. federal tax provisions. No consideration has been given to the effects of foreign, state, local, and other laws (tax or other) on the 2023 Plan or on a participant, which laws will vary depending upon the particular jurisdiction or jurisdictions involved. In particular, participants who are located outside the United States may be subject to foreign taxes as a result of the 2023 Plan.
Incentive Stock Options
A participant generally will not recognize taxable income upon the grant of an Incentive Stock Option. The exercise of an Incentive Stock Option will also generally not result in taxable income to the participant; provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the Incentive Stock
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Option and ending on the date three months prior to the date of exercise (or one year prior to the date of exercise if the participant is disabled). However, the excess of the fair market value of the Shares at the time of the exercise of an Incentive Stock Option over the exercise price is included in calculating the participant’s alternative minimum taxable income for the tax year in which the Incentive Stock Option is exercised unless the participant disposes of the Shares in the year of exercise. If the participant does not sell or otherwise dispose of the Shares within two years from the date of the grant of the Incentive Stock Option or within one year after the exercise of the Incentive Stock Option, then, upon disposition of such Shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain, and we will not be entitled to a corresponding tax deduction. The participant will generally recognize a capital loss to the extent that the amount realized is less than the exercise price. If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the Shares in an amount equal to the lesser of (i) the excess of the fair market value of the Shares on the date of exercise over the exercise price or (ii) the excess, if any, of the amount realized upon disposition of the Shares over the exercise price, and we will be entitled to a corresponding tax deduction. Any amount realized in excess of the value of the Shares on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant will not recognize ordinary income, and the participant will generally recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the Shares.
Nonqualified Stock Options
A participant generally will not recognize taxable income upon the grant of a Nonqualified Stock Option. Rather, at the time of exercise of the Nonqualified Stock Option, the participant will recognize ordinary income for income tax purposes in an amount equal to the excess of the fair market value of the Shares purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount that the participant recognizes ordinary income. If the Shares acquired upon the exercise of a Nonqualified Stock Option are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such Shares on the date of such exercise will generally be taxable as long-term or short-term capital gain or loss (if the Shares are a capital asset of the participant), depending upon the length of time such Shares were held by the participant.
Stock Appreciation Rights
A participant generally will not recognize taxable income upon the grant of a stock appreciation right. Rather, at the time of exercise of the stock appreciation right, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any Shares received. We generally will be entitled to a tax deduction at such time and in the same amount that the participant recognizes ordinary income. The participant’s tax basis in any Shares received will be the fair market value on the date of exercise and, if the Shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of the Shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the Shares are a capital asset of the participant) depending upon the length of time such Shares were held by the participant.
Restricted Stock
A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the Shares at the time the Shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Internal Revenue Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. The participant’s tax basis in the Shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time.
Under Section 83(b) of the Internal Revenue Code, a participant may elect to recognize ordinary income at the time the restricted stock is awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such restricted stock is subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the Shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.
Restricted Stock Units, Performance Stock Units, and Deferred Stock Units
In general, the grant of RSUs, PSUs, and DSUs will not result in income for the participant or in a tax deduction for us. Upon the settlement of a RSU, PSU, or DSU, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.
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Other Awards
With respect to other awards granted under the 2023 Plan, including stock bonuses, other stock-based awards, and cash awards, generally when the participant receives payment in respect of the award, the amount of cash and/or the fair market value of any Shares or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.
New Plan Benefits
Pursuant to SEC rules, the following table sets forth the awards that will be received by, or allocated to, each of the following individuals under the amended 2023 Plan, which will be granted upon stockholder approval of this Proposal 4. Except as set forth below, future awards to be made under the amended 2023 Plan are subject to the discretion of our compensation committee, and accordingly, are not currently determinable. The “Executive and Director Compensation” section in this proxy statement shows the awards that were made under the 2023 Plan in 2025 to our NEOs and our non-executive directors.
|
|
|
|
|
|
Amended 2023 Plan | |||||
Name and Position(1) |
| Dollar Value(2) |
| Number of Shares(3) | |
Asher Genoot, Chief Executive Officer |
| $ | 9,179,000 |
| 166,619 |
Sean Glennan, Chief Financial Officer |
| $ | 3,000,000 |
| 54,458 |
Michael Ho, Chief Strategy Officer |
| $ | 5,782,770 |
| 104,970 |
Victor Semah, Chief Legal Officer and Corporate Secretary |
| $ | 3,000,000 |
| 54,458 |
Executive Group(4) |
| $ | 20,961,770 |
| 380,505 |
Non-Executive Director Group |
| $ | — |
| — |
Non-Executive Employee Group |
| $ | — |
| — |
| (1) | All awards to be made under the 2023 Plan are subject to the discretion of our compensation committee and therefore the benefits or amounts to be received by, or allocated to, our executives, non-employee directors, and employees (individually and as a group) are not currently determinable, except for the awards disclosed in this table. |
| (2) | Represents the dollar value for the contingent awards made on April 16, 2026 of (i) PSUs at the target (100%) level, which can be earned between 0-300% based on the achievement of certain performance conditions and (ii) service-based RSUs that vest in substantially equal annual installments over three years. The dollar values were determined by multiplying the number of Shares by $55.09, the volume-weighted average of a share of our common stock over a twenty consecutive trading day period ending on February 20, 2026, the last trading day prior to February 23, 2026, the date on which the Committee approved annual equity awards for Company employees generally and first considered the contingent awards. For Messrs. Genoot and Ho, the value is attributable 100% to PSUs. For Messrs. Glennan and Semah, the value is attributable 50% to PSUs and 50% to RSUs. See the narrative disclosure following this table for additional information on these awards. |
| (3) | Represents the number of Shares that may be received pursuant to the contingent awards made on April 16, 2026 of (i) PSUs at the target (100%) level, which can be earned between 0-300% based on the achievement of certain performance conditions and (ii) service-based RSUs that vest in substantially equal annual installments over three years. For Messrs. Genoot and Ho, the number of Shares is attributable 100% to PSUs. For Messrs. Glennan and Semah, the number of Shares is attributable 50% to PSUs and 50% to RSUs. See the narrative disclosure following this table for additional information on these awards. |
| (4) | Represents all executive officers and NEOs, as a group. |
Contingent Awards
On April 16, 2026, our compensation committee (and solely with respect to Mr. Genoot, our board of directors) approved (i) PSUs under our 2023 Plan for each of Messrs. Genoot, Glennan, Ho and Semah, which provide each executive with the ability to earn 166,619, 27,229, 104,970 and 27,229 Shares, respectively, assuming target-level performance (the “Contingent PSUs”) and (ii) RSUs under our 2023 Plan for each of Messrs. Glennan and Semah, which provide each executive with the ability to earn 27,229 Shares (the “Contingent RSUs” and together with the Contingent PSUs, the “Contingent Awards”). The Contingent Awards will be granted upon stockholder approval of this Proposal 4 and will be automatically forfeited in the event that stockholder approval of this Proposal 4 is not obtained
The Contingent PSUs are eligible to vest on April 16, 2029, based upon the achievement of certain performance conditions and the satisfaction of a service condition. The final number of PSUs that become eligible to vest will be determined by our compensation committee by multiplying the target number of PSUs by the applicable payout factor of 0% for below threshold performance, 80% for threshold performance, 100% for target performance and 300% for maximum performance. The Contingent
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RSUs vest in substantially equal annual installments over three years, subject to the executive’s continued employment with the Company.
Our compensation committee (and solely with respect to Mr. Genoot, our board of directors), in consultation with our independent compensation consultant, considered many factors in determining whether to approve the Contingent Awards and the size and terms of the Contingent Awards, including (i) the need to provide meaningful incentives for the executives to help ensure they will continue serving in their current roles and thereby continue to use their experience and vision to drive our ongoing success in a manner aligned with the long-term interests of our stockholders and (ii) market data for similarly situated executives at comparable companies.
Additional Plan Information
The outstanding aggregate number of shares subject to stock options and other equity awards under the 2023 Plan since its inception through April 13, 2026, is set forth in the table below. The closing price of a share of our common stock on April 13, 2026 was $69.76.
| | | | | | | | |
| | | | | | Number of | | |
| | Number of | | Average Per | | Shares Subject | | Market Value of |
| | Options | | Share Exercise | | to Other Stock | | Shares Subject |
Name | | Granted (#) | | Price ($) | | Awards (#)(1) | | to Awards ($)(2) |
| | | | | | | | |
| | | | | | | | |
Asher Genoot | | — | | — | | 4,268,879 | | 297,796,999 |
| | | | | | | | |
| | | | | | | | |
Sean Glennan | | — | | — | | 113,761 | | 7,935,967 |
| | | | | | | | |
| | | | | | | | |
Michael Ho | | — | | — | | 1,929,607 | | 134,609,384 |
| | | | | | | | |
| | | | | | | | |
Victor Semah | | — | | — | | 208,281 | | 14,529,683 |
| | | | | | | | |
| | | | | | | | |
All current executive officers as a group (excluding the NEOs) | | — | | — | | — | | — |
| | | | | | | | |
| | | | | | | | |
All current directors who are not executive officers | | 23,000 | | 18.41 | | 98,371 | | 8,043,411 |
| | | | | | | | |
| | | | | | | | |
All nominees for election as directors as a group | | 23,000 | | 18.41 | | 6,296,857 | | 440,449,794 |
| | | | | | | | |
| | | | | | | | |
Each associate of any such directors, executive officers or nominees | | — | | — | | — | | — |
| | | | | | | | |
| | | | | | | | |
Each other person who received or is to receive 5% of such options, warrants, or rights | | — | | — | | — | | — |
| | | | | | | | |
| | | | | | | | |
All employees, including all officers who are not executive officers, as a group | | — | | — | | 1,281,481 | | 89,396,115 |
| | | | | | | | |
| (1) | Includes RSUs, PSUs, stock options, and DSUs. The PSUs are reflected at target level of performance. Please see the “Executive Officer Compensation” and “Non-Employee Director Compensation” sections of this proxy statement for additional details on the awards. |
| (2) | Amounts calculated based on $69.76, the closing price of the common stock on April 13, 2026. |
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides certain information as of December 31, 2025 with respect to our equity compensation plans in effect on that date:
| | | | | | | | |
| | | | | | | (C) Number of | |
| | | | | | | Securities Remaining | |
| | (A) Number of | | | | | Available for Future | |
| | Securities to be Issued | | (B) Weighted-Average | | Issuance Under Equity | | |
| | Upon Exercise of | | Exercise Price of | | Compensation Plans | | |
| | Outstanding Options | | Outstanding Options | | (Excluding Securities | | |
Plan Category | | and Rights | | and Rights | | Reflected in Column (A)) | | |
| | | | | | | | |
| | | | | | | | |
Equity compensation plans approved by security holders (1) | | 18,367,739 | (2) | $ | 5.63 | (3) | 499,664 | (4) |
| | | | | | | | |
| | | | | | | | |
Equity compensation plans not approved by security holders | | — | |
| — |
| — | |
| (1) | Consists of the 2023 Plan, the Rollover Plan, and the Hut Mining Plan. |
| (2) | Consists of 4,329 deferred stock units under the 2023 Plan, 3,385,210 RSUs under the 2023 Plan, 12,041,897 PSUs under the 2023 Plan (assuming the maximum payout), 1,023,000 options under the 2023 Plan, 1,843,678 options under the Rollover Plan, and 69,625 DSUs under the Hut Mining Plan, each outstanding as of December 31, 2025, which in the aggregate represents 16.68% of issued and outstanding Shares as of December 31, 2025. |
| (3) | Weighted average exercise price of outstanding options under the 2023 Plan and the Rollover Plan. The other outstanding awards do not have exercise prices and are accordingly excluded from this column. |
| (4) | Represents 0.45% of issued and outstanding Shares as of December 31, 2025 and consists of shares available for future grant under the current 2023 Plan. |
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Additional Information
Procedures for Submitting Stockholder Proposals
Stockholder proposals intended to be presented at the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”), pursuant to Exchange Act Rule 14a-8 must be delivered to the Secretary at our principal executive offices no later than December 29, 2026 in order to be included in our proxy materials for that meeting. Such proposals must also comply with all applicable provisions of Exchange Act Rule 14a-8 and our bylaws.
Under our bylaws, stockholder proposals submitted for consideration at any annual meeting of stockholders, but not submitted for inclusion in our proxy materials pursuant to Exchange Act Rule 14a-8, including nominations for candidates for election as directors, must be delivered to our Corporate Secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of stockholders. Accordingly, stockholder proposals and nominations under our bylaws must be delivered no earlier than February 11, 2027, and no later than March 13, 2027. However, if the annual meeting occurs more than 30 days before or more than 70 days after this anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Company.
To be timely for purposes of Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, which must be received in accordance with the requirements of our bylaws as described above.
Stockholder proposals and nominations must include all required information concerning the stockholder and the proposal or nominee set forth in our bylaws.
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Appendix A
HUT 8 CORP.
2023 OMNIBUS INCENTIVE PLAN
as amended as of May 27, 2024, April 23, 2025, and April 21, 2026
1.Purpose of Plan.
The name of the Plan is the Hut 8 Corp. 2023 Omnibus Incentive Plan, as amended as of May 27, 2024, further amended as of April 23, 2025, and further amended as of April 21, 2026. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.
2.Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
| (a) | “Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with and subject to Section 3 hereof. |
| (b) | “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified (for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of such Person through the ownership of voting securities, by agreement or otherwise). |
| (c) | “Annual Board Retainer” means the annual retainer paid by the Company to a director in a calendar year for service on the Board, including Board committee fees, attendance fees and additional fees and retainers to committee chairs; provided that, for greater clarity, “Annual Board Retainer” shall not include any amounts paid as a reimbursement or allowance for expenses. |
| (d) | “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Stock Unit, Deferred Stock Unit, Stock Bonus, Other Stock-Based Award or Cash Award granted under the Plan. |
| (e) | “Award Agreement” means any written or electronic agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. Each Participant who is granted an Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion. Award Agreements shall also include notices from the Company and a corresponding credit by means of a bookkeeping entry on the books of the Company. |
| (f) | “Base Price” has the meaning set forth in Section 8(b) hereof. |
| (g) | “Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act. |
| (h) | “Black-Out Period” means a period of time when pursuant to any policies of the Company, any securities of the Company may not be traded by certain Persons designated by the Company. |
| (i) | “Board” means the Board of Directors of the Company. |
| (j) | “Cash Award” means an Award granted pursuant to Section 13 hereof. |
| (k) | “Canadian Participant” means a Participant who is a resident of Canada for purposes of the Tax Act or who is granted an Award in respect of, or by virtue of, employment services rendered in Canada; provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Participant. |
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| (l) | “Cause” has the meaning assigned to such term in the Award Agreement or in any individual employment, service or offer letter agreement (“Individual Agreement”) in effect with the Participant or, if there is no such agreement or such Award Agreement or Individual Agreement does not define “Cause,” Cause means, as determined by the Administrator (and subject to applicable law), (i) the commission of an act of fraud or dishonesty by the Participant in the course of the Participant’s employment or service; (ii) the indictment of, or conviction of, or entering of a plea of guilty or nolo contendere by, the Participant for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence or willful misconduct in connection with the Participant’s performance of the Participant’s duties with the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by at the time) or the Participant’s failure to comply with any of the restrictive covenants to which the Participant is subject; (v) the Participant’s willful failure to comply with any material policies or procedures of the Company as in effect from time to time, provided that the Participant received a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure; or (vi) the Participant’s failure to perform the material duties in connection with the Participant’s position, unless the Participant remedies the failure referenced in this clause (vi) no later than ten (10) days following delivery to the Participant of a written notice from the Company (including any of its Subsidiaries or Affiliates) describing such failure in reasonable detail (provided that the Participant shall not be given more than one opportunity in the aggregate to remedy failures described in this clause (vi)). |
| (m) | “Change in Capitalization” means any (i) merger, consolidation, conversion, domestication, transfer, continuance, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock, or other property), stock split, reverse stock split, subdivision or consolidation, (iii) combination or exchange of shares, or (iv) other change in corporate structure, which, in any such case, the Administrator determines, in its sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate. |
| (n) | “Change in Control” means an event set forth in any one of the following paragraphs shall have occurred: |
| (i) | any Person (or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below; |
| (ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; |
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| (iii) | there is consummated a merger, consolidation, conversion, domestication, transfer or continuance of the Company or any direct or indirect Subsidiary, other than (I) a merger, consolidation, conversion, domestication, transfer or continuance (A) which results in the voting securities of the Company outstanding immediately prior to such merger, consolidation, conversion, domestication, transfer or continuance continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving, resulting, converted or domesticated entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving, resulting, converted or domesticated entity or any parent thereof outstanding immediately after such merger, consolidation, conversion, domestication, transfer or continuance and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors or governing body of the Company, the entity surviving, resulting, converted or domesticated in such merger, consolidation, conversion, domestication, transfer or continuance or, if the Company or the entity surviving, resulting, converted or domesticated in such merger, consolidation, conversion, domestication, transfer or continuance is then a subsidiary, the ultimate parent thereof, or (II) a merger, consolidation, conversion, domestication, transfer or continuance effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or |
| (iv) | the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. |
Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
| (o) | “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. |
| (p) | “Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning of Rule 16b-3 and (ii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. |
| (q) | “Common Stock” means the common shares in the capital of the Company. |
| (r) | “Company” means Hut 8 Corp., a Delaware corporation (or any successor company, except for purposes of the definition of Change in Control). |
| (s) | “Deferred Stock Unit” means a right, granted pursuant to Section 10 hereof, to receive an amount in cash or Shares (or any combination thereof) equal to the Fair Market Value of a Share, provided that Deferred Stock Units shall only vest, and a Participant is only entitled to settlement or redemption of a Deferred Stock Unit, when the Participant ceases to be any of a director, officer or employee of the Company or any Affiliate of the Company for any reason, including termination, retirement or death. |
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| (t) | “Disability” has the meaning assigned to such term in the Award Agreement or in any Individual Agreement with the Participant or, if any such Award Agreement or Individual Agreement does not define “Disability,” Disability means, with respect to any Participant, that such Participant, as determined by the Administrator in its sole discretion, is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof. |
| (u) | “Effective Date” has the meaning set forth in Section 21 hereof. |
| (v) | “Eligible Recipient” means an officer, employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means any such Person with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code. |
| (w) | “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. |
| (x) | “Exercise Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase the Shares issuable upon the exercise of such Option. |
| (y) | “Fair Market Value” of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, however, that except as otherwise determined by the Administrator, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of share of Common Stock or other security on such exchange (or, in the event the Common Stock or other security admitted to trading on more than one national securities exchange, the principal securities exchange on which the majority of the trading in the Common Stock or other security occurs), or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share of Common Stock or other security in such over-the-counter market for the last preceding date on which there was a sale of such share of Common Stock or other security in such market. |
| (z) | “Free Standing Right” has the meaning set forth in Section 8(a) hereof. |
| (aa) | “Good Reason” has the meaning assigned to such term in the Award Agreement or in any Individual Agreement in effect with the Participant or, if there is no such agreement or such Award Agreement or Individual Agreement does not define “Good Reason,” Good Reason means the occurrence of any of the following events without the Participant’s consent (each a “Good Reason Condition”): (i) a material reduction in the Participant’s base salary, except pursuant to an across-the-board reduction similarly affecting substantially all similarly situated employees of the Company or (ii) a requirement that (other than for business-related travel normally required as part of the Participant’s duties) the Participant work primarily from an office or geographic location that is beyond a fifty (50) mile radius from the office or geographic location at which the Participant primarily works as of the Grant Date (provided that such requirement results in an increase in the Participant’s commute); provided that Good Reason shall be deemed not to have occurred unless (A) the Participant notifies the Company in writing of the first occurrence of the Good Reason Condition within ninety (90) days of the first occurrence of such condition and the Participant’s notice sets forth the facts and circumstances of the alleged Good Reason Condition, (B) the Participant cooperates in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the Good Reason Condition, (C) notwithstanding such efforts, the Good Reason Condition continues to exist after the end of the Cure Period and (D) the Participant terminates employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
| (bb) | “Incentive Stock Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof that is designated, in the applicable Award Agreement, as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code. |
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| (cc) | “Insider” means a “reporting insider” of the Company as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions and includes associates and affiliates (as such terms are defined in Part 1 of the Toronto Stock Exchange Company Manual) of such “reporting insider”; |
| (dd) | “Nonqualified Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof that is not an Incentive Stock Option. |
| (ee) | “Option” means either an Incentive Stock Option or a Nonqualified Option. |
| (ff) | “Other Stock-Based Award” means an Award granted pursuant to Section 10 hereof. |
| (gg) | “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 hereof, to receive grants of Awards, and, upon such Eligible Recipient’s death, such Eligible Recipient’s successors, heirs, executors and administrators, as the case may be. |
| (hh) | “Performance Stock Unit” means a right, granted pursuant to Section 9 hereof, to receive an amount in cash or Shares (or any combination thereof) equal to the Fair Market Value of a Share, which right is made subject to vesting conditions that lapse upon the attainment of a performance goal or goals (and which may require continued service for a specified period or periods. |
| (ii) | “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof. |
| (jj) | “Plan” means this Hut 8 Corp. 2023 Omnibus Incentive Plan, as amended as of May 27, 2024, further amended as of April 23, 2025, further amended as of April 21, 2026, and as may be amended and/or restated from time to time. |
| (kk) | “Plan of Arrangement” means the plan of arrangement implementing the arrangement of Hut 8 Mining Corp. under Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to a business combination agreement dated as of February 5, 2023 by and among the Company, Hut 8 Mining Corp. and U.S. Data Mining Group, Inc. |
| (ll) | “Prior Plan” means the Hut 8 Corp. 2023 Omnibus Incentive Plan, as approved by the Board on November 27, 2023 and amended as of May 27, 2024 and further amended as of April 23, 2025. |
| (mm) | “Related Right” has the meaning set forth in Section 8(a) hereof. |
| (nn) | “Replacement Hut Options” has the meaning ascribed to the term “Replacement Options” in the Plan of Arrangement. |
| (oo) | “Restricted Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that lapse at the end of a specified period or periods. |
| (pp) | “Restricted Stock Unit” means a right, granted pursuant to Section 9 hereof, to receive an amount in cash or Shares (or any combination thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end of a specified period or periods. |
| (qq) | “Rule 16b-3” has the meaning set forth in Section 3(a) hereof. |
| (rr) | “Securities Act” means the Securities Act of 1933, as amended. |
| (ss) | “Shares” means shares of Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor security (e.g., pursuant to a merger, consolidation or other reorganization). |
| (tt) | “Stock Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8 hereof. |
| (uu) | “Stock Bonus” means a bonus payable in fully vested Shares granted pursuant to Section 12 hereof. |
| (vv) | “Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person. |
| (ww) | “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, each as amended from time to time. |
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| (xx) | “Termination Date” means (i) in the event of a Participant’s resignation, the date on which such Participant ceases to be a director, executive officer, employee or consultant of the Company or an Affiliate, (ii) in the event of the termination of the Participant’s employment, or position as director, executive or officer of the Company or an Affiliate, or for a consultant, the effective date of the termination as specified in the notice of termination provided to the Participant by the Company or the Affiliate, as the case may be, and (iii) in the event of a Participant’s death, on the date of death; provided that, in all cases, in applying the provisions of the Plan to Deferred Stock Units granted to a Canadian Participant, the “Termination Date” shall be the date on which the Participant is neither a director, employee, executive or officer of the Company or of any affiliate of the Company (as determined for the purposes of paragraph 6801(d) of the regulations under the Tax Act), subject to the Participant’s minimum statutory entitlements, if any, prescribed by applicable employment or labor standards legislation. For the avoidance of doubt, and except as required by applicable employment standards legislation, no period of notice or pay in lieu of notice that is given or that ought to have been given under applicable law in respect of the termination of a Participant’s employment, or position as director, executive or officer of the Company or an Affiliate, or consultant, that follows or is in respect of a period after the Participant’s last day of actual and active service or retention shall be considered as extending the Participant’s period of service or retention for the purposes of determining their entitlement under the Plan. |
| (yy) | “Transfer” has the meaning set forth in Section 19 hereof. |
| (zz) | “U.S. Participant” means a Participant who is subject to taxation in the United States in respect of Awards under the Plan; provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Participant. |
3.Administration.
| (a) | The Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under the Exchange Act (“Rule 16b-3”), to the extent applicable. |
| (b) | Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation: |
| (i) | to select those Eligible Recipients who shall be Participants; |
| (ii) | to determine whether and to what extent Awards are to be granted hereunder to Participants; |
| (iii) | to determine the number of Shares to be covered by each Award granted hereunder; |
| (iv) | to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance criteria and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating or waiving the vesting schedule or other conditions of such Awards); |
| (v) | to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards; |
| (vi) | to determine the Fair Market Value in accordance with the terms of the Plan; |
| (vii) | to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment or service for purposes of Awards granted under the Plan; |
| (viii) | to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; |
| (ix) | to prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan or the applicable Award Agreement; and |
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| (x) | to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan. |
| (b) | Notwithstanding Section 3(b), other than for adjustments made pursuant to Section 5 hereof, the Company may not, without first obtaining the approval of the Company’s stockholders, (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the Exercise Price or Base Price, as applicable, of such Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price or Base Price of the original Options or Stock Appreciation Rights or (iii) cancel outstanding Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is above the current per share stock price, in exchange for cash, property or other securities. |
| (c) | The Administrator’s determinations under the Plan (including without limitation, the selection of Participants, the form, amount and timing of Awards, the terms and provisions of Awards and the applicable Award Agreements, the modification or amendment of any award and the applicable Award Agreement, and the construction and interpretation of the terms and provisions of the Plan and any Award) need not be uniform and may be made by the Administrator selectively among Eligible Recipients or Participants whether or not such persons are similarly situated. |
| (d) | All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation. |
| (e) | The Administrator may, in its sole discretion, delegate its authority, in whole or in part, under the Plan (including, but not limited to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant who is subject to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements of applicable law or any stock exchange on which the Shares are traded. |
| (f) | The Administrator may, in its sole discretion, retain a service provider, at a reasonable expense, to provide administrative agent, registrar, settlement, or similar functions in respect of outstanding Awards and may also delegate such ministerial duties to Company personnel. |
4.Shares Reserved for Issuance; Certain Limitations; Director Compensation Limitation.
| (a) | Subject to adjustment as provided in Section 5 herein, the maximum aggregate number of Shares reserved and available for issuance under the Plan shall be 22,644,625. |
| (b) | Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right or the payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. In addition, (i) to the extent an Award is denominated in Shares, but paid or settled in cash, the number of Shares with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) Shares underlying Awards that can only be settled in cash shall not be counted against the aggregate number of Shares available for Awards under the Plan. |
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| (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. |
| (d) | For so long as the Shares are listed on the Toronto Stock Exchange, the Plan (and any other proposed or established security based compensation arrangements of the Company) will not result in (i) a number of Shares issuable to Eligible Recipients who are Insiders, at any time, exceeding 10% of the issued and outstanding Common Stock at such time, and (ii) a number of Shares issued to Eligible Recipients who are Insiders, within any one-year period, exceeding 10% of the issued and outstanding Common Stock at such time. |
5.Equitable Adjustments.
| (a) | In the event of any Change in Capitalization or a Change in Control, an equitable substitution or proportionate adjustment shall be made, in each case, in the manner determined by the Administrator, in its sole discretion, in (i) the aggregate number of Shares reserved for issuance under the Plan pursuant to Section 4(a) hereof, (ii) the kind and number of securities subject to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of Shares, or the amount of cash or amount or type of other property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan or (iv) the performance criteria and performance periods applicable to any Awards granted under the Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion. |
| (b) | Without limiting the generality of the foregoing, in connection with a Change in Capitalization or a Change in Control, the Administrator may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that (i) if the Exercise Price or Base Price of any outstanding Award is equal to or greater than the Fair Market Value of the Shares, cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant; and (ii) in the case of any Options or other Awards granted to a Canadian Participant that are subject to section 7 of the Tax Act, the consent of such Participant shall be required to settle such Awards in cash or any property other than Shares. |
| (c) | The determinations made by the Administrator pursuant to this Section 5 shall be final, binding and conclusive. |
6.Eligibility.
The Participants under the Plan (other than, for the avoidance of doubt, Participants that are granted Replacement Hut Options under the Plan of Arrangement) shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.
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7.Options.
| (a) | General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option, vesting provisions of the Option, and whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Option). More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. Notwithstanding anything to the contrary in this Section 7, Replacement Hut Options shall have the terms specified in the Plan of Arrangement. |
| (b) | Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related Shares on the date of grant. Notwithstanding the foregoing, the Exercise Price of Share issuable under any Replacement Hut Option shall be the exercise price determined in accordance with the Plan of Arrangement for such Replacement Hut Option. |
| (c) | Option Term. |
| (i) | The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. |
| (ii) | Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the 10th Business Day after the end of the Black-Out Period, such 10th Business Day to be considered the expiration date for such Option for all purposes under the Plan. The 10-Business Day period referred to herein may not be extended by the Administrator. Notwithstanding anything in the Plan to the contrary, (i) Incentive Stock Options shall not be extended as provided in this Section and (ii) Non-Qualified Stock Options shall be extended as provided in this Section only if the exercise of the Non-Qualified Stock Options during the Black-Out Period would violate an applicable federal, state, local or foreign law. |
| (d) | Exercisability. Each Option shall be exercisable, subject to applicable Black-Out Periods, at such time or times and subject to such terms and conditions, including the attainment of performance criteria, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. An Option may not be exercised for a fraction of a share. |
| (e) | Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise or a broker-assisted cashless exercise program), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing. |
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| (f) | Incentive Stock Options. The terms and conditions of Incentive Stock Options granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion of the Administrator, Incentive Stock Options may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in Section 424(f) of the Code). Up to 22,644,625 Shares may be granted as Incentive Stock Options. |
| (i) | Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an Incentive Stock Option is granted to a Participant who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in Section 424(f) of the Code), the term of the Incentive Stock Option shall not exceed five (5) years from the time of grant of such Incentive Stock Option and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant. |
| (ii) | $100,000 Per Year Limitation For Incentive Stock Options. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall constitute Nonqualified Options. |
| (iii) | Disqualifying Dispositions. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date the Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such Incentive Stock Option. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the Incentive Stock Option and (ii) one year after the date the Participant acquired the Shares by exercising the Incentive Stock Option. The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Shares. |
| (g) | No Liability. Neither the Company nor the Administrator will be liable to a Participant, or to any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. |
| (h) | Rights as Stockholder. Except as provided in the applicable Award Agreement or pursuant to an adjustment pursuant to Section 5, a Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until Shares have been issued with respect to the exercise of the Option. |
| (i) | Termination of Employment or Service. In the event of the termination of employment or service by the Company (for any reason other than for Cause) with the Company and all Affiliates thereof of a Participant who has been granted one or more Options, unless otherwise set forth in the Award Agreement granting such Options, the Options held by the Participant shall continue to vest and may be exercised in accordance with its terms at any time, subject to compliance with applicable Black-Out Periods, during the period that terminates on the earlier of: |
| (i) | the 30th day after the termination of Participant’s Termination Date; and |
| (ii) | the expiration of the term of the Option as set forth in the Award Agreement; provided that, if the termination of employment or service with the Company and all Affiliates is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. |
For the avoidance of doubt, notwithstanding the foregoing the expiry date of any Replacement Hut Option, including in connection with the termination of employment or service of the relevant Participant, shall be as specified in the Plan of Arrangement.
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| (j) | Extension of Termination Date. An Award Agreement may also provide that if the exercise of the Option following the Participant’s Termination Date for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state, federal, or provincial securities law or the rules of any stock exchange or interdealer quotation system, then the Option shall terminate on the earlier of (a) the expiration of the term of the Option as set forth in the Award Agreement; or (b) the expiration of a period that is 30 days after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements. |
| (k) | Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, in the discretion of the Administrator, subject to applicable law. |
8.Stock Appreciation Rights.
(a) | General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement. |
(b) | Base Price. Each Stock Appreciation Right shall be granted with a base price (above which the Participant is eligible for payment in Shares or cash, subject to the terms of the Plan and the Award Agreement for such Stock Appreciation Right (such amount, the “Base Price”)) that is not less than one hundred percent (100%) of the Fair Market Value of the related Shares on the date of grant. |
(c) | Rights as Stockholder. Except as provided in the applicable Award Agreement or pursuant to adjustment under Section 5, a Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until Shares have been issued in respect of the Stock Appreciation Right. |
(d) | Exercisability. |
(i) | Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement. |
(ii) | Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8. |
(e) | Consideration Upon Exercise. |
(i) | Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of whole Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised (rounded down to the nearest whole Share). |
(ii) | A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Exercise Price specified in the related Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised. |
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(iii) | Notwithstanding the foregoing, except as provided in the applicable Award Agreement the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of whole Shares and cash). |
(f) | Termination of Employment or Service. |
(i) | In the event of the termination of employment or service by the Company (for any reason other than for Cause) with the Company and all Affiliates thereof of a Participant who has been granted one or more Free Standing Rights, unless otherwise set forth in the Award Agreement granting such Free Standing Rights, the Free Standing Rights held by the Participant may be exercised in accordance with its terms at any time, subject to compliance with applicable Black-Out Periods, during the period that terminates on the earlier of: |
(A) | 30th day after the termination of the Participant’s Termination Date; and |
(B) | the expiration of the term of the Free Standing Rights as set forth in the Award Agreement; provided that, if the termination of employment or service with the Company and all Affiliates is by the Company for Cause, all outstanding Free Standing Rights (whether or not vested) shall immediately terminate and cease to be exercisable. |
(ii) | In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options. |
(g) | Term. |
(i) | The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted. |
(ii) | The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted (or such shorter period as is applicable to the related Option). |
(h) | Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, in the discretion of the Administrator. |
9.Restricted Stock, Restricted Stock Units, and Performance Stock Units.
(a) | General. Restricted Stock, Restricted Stock Units and Performance Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Stock, Restricted Stock Units and Performance Stock Units shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock, Restricted Stock Units or Performance Stock Units; the period of time prior to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer and/or the performance goals applicable to Performance Share Units (the “Restricted Period”); the applicable performance criteria for Performance Stock Units (if any); and all other conditions of the Restricted Stock, Restricted Stock Units and Performance Stock Units. If the restrictions, performance criteria and/or conditions established by the Administrator are not attained, a Participant shall forfeit the Participant’s Restricted Stock, Restricted Stock Units or Performance Stock Units, as the case may be, in accordance with the terms of the grant, unless otherwise determined by the Administrator. Notwithstanding the foregoing: |
(i) | the date on which a particular Restricted Stock Unit awarded to a Canadian Participant may vest (including if such date is an indeterminate date on which any performance criteria are satisfied) shall in all cases be required to be no later than December 15th of the calendar year which is three (3) years after the calendar year in which the Restricted Stock Unit is granted, and Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued or paid to the Participant before the end of such calendar year; and |
(ii) | Restricted Stock may not be issued to Canadian Participants unless specifically determined by the Administrator and consented to by the Participant. |
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(b) | Awards and Certificates. |
(i) | Except as otherwise provided in Section 9(b)(iii) hereof, (i) each Participant who is granted an Award of Restricted Stock may, in the Company’s sole discretion, be issued a stock certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the stock certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock. |
(ii) | With respect to an Award of Restricted Stock Units or Performance Stock Units to be settled in Shares, at the expiration of the Restricted Period, stock certificates in respect of the Shares underlying such Restricted Stock Units or Performance Stock Units will be delivered to the Participant, or the Participant’s legal representative, in a number equal to the number of Shares underlying the Award of Restricted Stock Units or Performance Stock Units. |
(iii) | Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units or Performance Stock Units to be settled in Shares (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form. |
(iv) | Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units or Performance Stock Units, at the expiration of the Restricted Period, Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. |
(c) | Restrictions and Conditions. The Restricted Stock and Restricted Stock Units or Performance Stock Units granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter: |
(i) | The Award Agreement may provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as set forth in the Award Agreement, including, but not limited to, the attainment of certain performance related goals in the case of Performance Stock Units, the Participant’s termination of employment or service with the Company or any Affiliate thereof, or the Participant’s death or Disability. Upon a Change in Control, the outstanding Awards shall be subject to Section 14 hereof. |
(ii) | Except as provided in the applicable Award Agreement and subject to the rules and policies of the Toronto Stock Exchange, the Participant shall generally have the rights of a stockholder of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares. Except as provided in the applicable Award Agreement, the Participant shall not have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock Units or Performance Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to any dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units or Performance Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant. Notwithstanding the foregoing, any dividend or dividend equivalent awarded with respect to Restricted Stock, Restricted Stock Units or Performance Stock Units shall, unless otherwise set forth in an applicable Award Agreement, be subject to the same restrictions, conditions and risks of forfeiture as the underlying Restricted Stock, Restricted Stock Units or Performance Stock Units. |
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(d) | Termination of Employment or Service. The rights of Participants granted Restricted Stock, Restricted Stock Units or Performance Stock Units upon termination of employment or service with the Company and all Affiliates thereof for any reason during the Restricted Period, unless otherwise set forth in the Award Agreement granting such Restricted Stock or Restricted Stock Units, shall terminate on the Participant’s Termination Date. |
(e) | Form of Settlement. |
(i) | The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any Restricted Stock Unit or Performance Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award. |
(ii) | Except as otherwise provided in the related Award Agreement, each Restricted Stock Unit or Performance Stock Units shall automatically, irrespective of Black-Out Periods and without requiring any further action by the Corporation or the holder thereof, be settled (A) in the case of Restricted Stock Units or Performance Stock Units settled in cash, on the date on which all applicable vesting conditions and, if applicable, all performance criteria (if any) are satisfied, and (B) in the case of Restricted Stock Units or Performance Stock Units settled in Shares, on the first Business Day following the date on which all applicable vesting conditions and, if applicable, all performance criteria (if any) are satisfied. |
10.Deferred Stock Units
(a) | General. Deferred Stock Units may be issued under the Plan. The Administrator shall, subject to the requirements of paragraph 6801(d) of the regulations to the Tax Act, determine the Eligible Recipients to whom, and the time or times at which, Deferred Stock Units shall be made; the number of Shares to be awarded; the relevant conditions and vesting provisions for such Deferred Stock Units; and all other conditions of the Deferred Stock Units that are not inconsistent with the terms of the Plan. A Deferred Stock Unit is an Award attributable to a Participant’s duties of an office, directorship or employment and that, upon settlement, entitles the recipient Participant to receive one (1) Share, the Cash Equivalent of one (1) Share, or a combination thereof, as determined by the Company in its sole discretion, which entitlement shall be expressly set out in the applicable Award Agreement. |
For greater certainty, the aggregate of all amounts, each of which may be received by or in respect of a Participant in respect of a Deferred Stock Unit, shall depend, at all times, on the Fair Market Value of Shares at a time within the period that commences one year before such Participant’s Termination Date and ends at the time the amount is received.
For greater certainty, no Participant or any Person with whom such Participant does not deal at arm’s length, as determined for the purposes of the Tax Act, shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Fair Market Value of Shares. No Deferred Stock Units shall be granted hereunder for such purpose.
(b) | Board Retainer Deferred Stock Units. |
(i) | An Eligible Recipient who is a director of the Company may elect (subject to the approval of the Administrator no later than December 31st of the calendar year immediately preceding the calendar year to which such election is to apply), irrevocably and in advance, by filing an election notice (the “Election Notice”), to have an amount (the “Elected Amount”) up to 100% of the value of his or her Annual Board Retainer be satisfied in the form of Deferred Stock Units (“Board Retainer Deferred Stock Units”). In the case of an existing director, the election must be completed, signed and delivered to the Company no later than December 15th of the calendar year immediately preceding the calendar year to which such election is to apply. In the case of a new director, the election must be completed, signed and delivered to the Company as soon as possible, and, in any event, no later than 30 days, after the director’s appointment (subject to the approval of the Administrator within such 30-day period), with such election to be effective for amounts of Annual Board Retainer to be paid after the date of the election for services to be performed subsequent to the date of such Election Notice. For the first year of this Section 10(b) becoming part of the Plan, directors must make such election as soon as possible, and, in any event, no later than 30 days, after adoption of the Plan containing this Section 10(b) and the election shall be effective for amounts of Annual Board Retainer to be paid after the date of the election for services to be performed subsequent to the date of such Election Notice. If no election is validly made or exists in respect of a particular calendar year, the new or existing director will be paid in cash in accordance with the Company’s regular practices of paying such cash compensation. |
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(ii) | Notwithstanding Section 10(b)(i), if the Board authorizes a resolution that the Eligible Recipients shall be credited with Board Retainer Deferred Stock Units in lieu of all or a minimum amount of the Annual Board Retainer, then the Eligible Recipients shall be obliged to accept such Board Retainer Deferred Stock Units as payment of such amounts otherwise payable to an Eligible Recipient. |
(iii) | The Election Notice shall, subject to any minimum amount that may be required by the Board, from time to time (and in any case no later than December 15th of the calendar year immediately preceding the calendar year to which the election relates), designate the Elected Amount as a percentage of the Annual Board Retainer for the applicable calendar year that is to be satisfied in the form of Board Retainer Deferred Stock Units, with the remaining percentage to be paid in cash in accordance with the Company’s regular practices of paying such cash compensation. |
(iv) | In the event that an Elected Amount would result in the granting of a fractional number of Board Retainer Deferred Stock Units, the number of Board Retainer Deferred Stock Units that are to be granted in respect of such Elected Amount shall automatically, and without requiring any action on the part of the applicable Eligible Recipient, be rounded up to the nearest whole number of Board Retainer Deferred Stock Units. |
(v) | Any Election Notice shall, once delivered to the Company, be irrevocable in respect of the calendar year in which it was made. |
(vi) | Each director that has filed a valid Election Notice or who is entitled to receive Deferred Stock Units in accordance with Section 10(b)(ii) shall be credited with a number of Board Retainer Deferred Stock Units equal to the portion of the Annual Board Retainer corresponding to the Elected Amount divided by the Fair Market Value as of the corresponding Deferred Stock Unit Grant Date. Board Retainer Deferred Stock Units for any calendar year will be credited to each electing director in equal portions on the last Business Day of each fiscal quarter during the calendar year to which the applicable director’s Elected Amount relates (each such date being a “Deferred Stock Unit Grant Date”) without requiring any further action on the part of the applicable director; provided that if the division of such Board Retainer Deferred Stock Units into equal amounts of Board Retainer Deferred Stock Units would result in a fractional number of Board Retainer Deferred Stock Units being credited to a director on any Deferred Stock Unit Grant Date, the number of Board Retainer Deferred Stock Units that are to be credited to the applicable director on such Deferred Stock Unit Grant Date shall automatically, and without requiring any action on the part of the applicable Eligible Recipient, be rounded up to the nearest whole number of Board Retainer Deferred Stock Units and the number of Board Retainer Deferred Stock Units that are to be credited to the applicable director on the immediately succeeding Deferred Stock Unit Grant Date shall automatically, and without requiring any action on the part of the applicable Eligible Recipient, be reduced on a corresponding basis. |
(vii) | In the absence of an Eligible Recipient delivering to the Company a new Election Notice, within the time specified in Section 10(b)(i), in respect of the following calendar year, the Eligible Recipient’s Election Notice shall remain in effect for subsequent calendar years until terminated or changed by the Eligible Recipient. No Eligible Recipient shall be entitled to file more than one Election Notice for any calendar year unless specifically authorized by resolution of the Board. |
(viii) | Any Board Retainer Deferred Stock Units granted to an Eligible Recipient to satisfy an Elected Amount pursuant to this Section 10(b) or in accordance with a resolution of the Board as set forth in Section 10(b)(ii) shall vest in full upon being credited to the applicable Eligible Recipient but will not become payable until the applicable date specified in the Deferred Stock Unit Redemption Notice delivered, or deemed to have been delivered, by the holder thereof to the Company in accordance with the Plan. |
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(c) | Redemption of Deferred Stock Units. |
(i) | Each Participant that holds Deferred Stock Units shall be entitled to redeem his or her Deferred Stock Units on up to two specified dates during the period commencing on the Business Day immediately following his or her Termination Date and ending on December 15th of the first calendar year following such Termination Date, or any shorter redemption period set out in the relevant Award Agreement, by (subject to the appointment of a third party administrator and the implementation of the required procedures of such third party administrator) delivering to the Company a written notice of election (the “Deferred Stock Unit Redemption Notice”), in advance of the applicable Participant’s Termination Date and on a date that is not during a Black-Out Period, indicating (a) the Participant’s election to have their Deferred Stock Units redeemed on one or more particular dates, (b) the desired date(s) of settlement, and (c) the number of Deferred Stock Units desired to be settled on such date(s); provided that such desired date(s) of settlement shall not be permitted to be during a Black-Out Period unless the desired date that is during a Black-Out Period is no less than 30 days following the date of the Deferred Stock Unit Redemption Notice delivered by the Participant in question. |
(ii) | Each Deferred Stock Unit shall be settled in the manner set out in the applicable Award Agreement, which manner of settlement shall be: (i) by way of payment of the cash equivalent of the Fair Market Value of one Share as of the date of settlement; (ii) by way of the issuance of one Share issued from treasury; or (iii) by way of payment and issuance, as applicable, of a combination of cash and Shares. |
(iii) | Subject to Section 10(c)(iv), settlement of Deferred Stock Units shall take place as soon as commercially and reasonably possible following the date(s) specified or deemed to be specified in the Deferred Stock Unit Redemption Notice, and in all events prior to December 20th of the calendar year following the calendar year that includes the Participant’s Termination Date. |
(iv) | If in the opinion of the Board, a Participant is in possession of material undisclosed information regarding either or both of the Company and the Shares on the date specified or deemed to be specified in the Deferred Stock Unit Redemption Notice, the settlement of such Participant’s Deferred Stock Units shall be postponed until the earliest of the date on which (i) the Board is satisfied the Participant is no longer in possession of any such material undisclosed information, or (ii) December 20th of the year following the year of the Participant’s Termination Date. Notwithstanding the foregoing, in the event that a Participant receives Shares in satisfaction of an Award during a Black-Out Period, the Company shall advise such Participant of the same in writing and such Participant shall not be entitled to sell or otherwise dispose of such Shares until such Black-Out Period has expired. |
(v) | Notwithstanding any other provision of the Plan: |
(A) | no payment shall be made in respect of a Deferred Stock Unit until after the Participant’s Termination Date; and |
(B) | all amounts payable to, or in respect of, a Participant hereunder shall be paid on or before December 31st of the calendar year commencing immediately after the Participant’s Termination Date. |
(C) | the following provisions apply to U.S. Participants: (i) if a U.S. Participant is to be given an ability to elect the time of settlement of his Deferred Stock Units, such election may only allow the U.S. Participant to choose a time of settlement that complies with Section 409A of the Code, (ii) for purposes of any payments to be made on a U.S. Participant’s Termination Date, such Termination Date must be the date of the U.S. Participant’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”) and such payments must be made within 60 days of such U.S. Participant’s Termination Date, such date during such period determined by the Company in its sole discretion, and (iii) the provisions of Section 10(c)(i) and 10(c)(iv) shall not apply. |
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(D) | if the Deferred Stock Units of a U.S. Participant are subject to tax under both the income tax laws of Canada and the income tax laws of the United States, the following special rules regarding forfeiture will apply. For greater clarity, these forfeiture provisions are intended to avoid adverse tax consequences under Code Section 409A and/or under paragraph 6801(d) of the regulations under the Tax Act, that may result because of the different requirements as the time of redemption of Deferred Stock Units (and thus the time of taxation) with respect to a U.S. Participant’s Separation from Service and the U.S. Participant’s Termination Date under Canadian tax law. The intended consequence of this Section 10(c)(v)(D) is that payments to such U.S. Participant in respect of Deferred Stock Units will only occur if such U.S. Participant’s cessation of services to the Company or an Affiliate constitutes both a Separation from Service and a Termination Date. If such a U.S. Participant does not experience both a Separation from Service and a Termination Date such Deferred Stock Units shall be immediately and irrevocably forfeited. |
(d) | Deemed Deferred Stock Unit Redemption Notice and Settlement of Deferred Stock Unit Awards. |
(i) | If a Deferred Stock Unit Redemption Notice is not received by the Company on or before a Participant’s Termination Date or the Deferred Stock Unit Redemption Notice does not specify a date or dates within the time period noted in Section 10(c)(i), the Participant shall be deemed to have delivered a Deferred Stock Unit Redemption Notice specifying the Business Day immediately following his or her Termination Date as the desired date of settlement for all Deferred Stock Units held thereby. For Deferred Stock Units subject to Section 409A of the Code, in the event a Participant has not timely delivered a valid Election Notice, the Participant shall be deemed to have delivered a Deferred Stock Unit Redemption Notice specifying the Business Day immediately following the date of his or her Separation From Service as of the desired date of settlement for all Deferred Stock Units held thereby. |
(ii) | Each Deferred Stock Unit shall automatically, and without requiring any further action on the part of the holder thereof, be settled on the applicable date specified in the Deferred Stock Unit Redemption Notice delivered, or deemed to have been delivered, by the holder thereof to the Company. |
(iii) | Where the settlement of a Deferred Stock Unit is made by way of cash, the calculation of the amount to which the holder thereof is entitled shall be made as of the date specified or deemed to be specified in the Deferred Stock Unit Redemption Notice. All amounts payable, whether in cash or Shares, shall be net of any applicable withholding taxes or other source deductions. |
(e) | Deferred Stock Unit Award Agreements. Award Agreements in respect of Deferred Stock Units shall contain such terms that may be considered necessary in order that the Deferred Stock Unit will comply with any provisions respecting deferred share units in the Tax Act (including such terms and conditions so as to ensure that the Deferred Stock Units granted to Canadian Participants do not constitute a “salary deferral arrangement” as defined in subsection 248(1) of the Tax Act by reason of the exemption in paragraph 6801(d) of the regulations to the Tax Act) or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Company. |
(f) | Award of Dividend Equivalents. Dividend equivalents may, as determined by the Board in its sole discretion, be awarded in respect of Deferred Stock Units on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend equivalents, if any, will be credited to the Participant in additional Deferred Stock Units, the number of which shall be equal to a fraction where the numerator is the product of (i) the number of Deferred Stock Units of such Participant on the date that dividends are paid multiplied by (ii) the dividend paid per Share and the denominator of which is the Fair Market Value of one Share calculated on the date that dividends are paid. Any additional Deferred Stock Units credited to a Participant as a dividend equivalent pursuant to this Section 10(f) shall be subject to the same terms and conditions, including vesting conditions, and time of payment, as the underlying Deferred Stock Unit Award. |
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A-17 | Appendix A |
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11.Other Stock-Based Awards.
Subject to the rules and policies of the Toronto Stock Exchange, other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying Award. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of Shares to be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in Shares, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.
12.Stock Bonuses.
In the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.
13.Cash Awards.
The Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of performance criteria.
14.Change in Control Provisions.
Except as provided in the applicable Award Agreement, in the event that (a) a Change in Control occurs and (b) either (x) an outstanding Award is not assumed or substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then:
(a) | any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable with respect to any purely time-based conditions; |
(b) | the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse with respect to any purely time-based conditions and such Awards shall be deemed fully vested with respect to any purely time-based conditions; and |
(c) | any performance conditions imposed with respect to any Award shall be deemed to be achieved at the greater of target and actual performance levels (as determined by the Administrator in its discretion) and any Awards (or portion thereof) that remain unvested or unexercisable shall be forfeited. |
For purposes of this Section 14, an outstanding Award shall be considered to be assumed or substituted for if, following the Change in Control, the Award remains subject to substantially the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to Shares, the Award instead confers the right to receive common equity of the acquiring entity or its direct or indirect parent (or cash or such other security as may be determined by the Administrator, in its discretion). The provisions of this Section 14 shall also apply in the event of the termination of a Participant’s employment for Good Reason on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, but only to the extent specifically provided in the applicable Award Agreement.
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A-18 | Appendix A |
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15.Voting Proxy.
The Company reserves the right to require the Participant, to the fullest extent permitted by applicable law, to appoint such Person as shall be determined by the Administrator in its sole discretion as the Participant’s proxy with respect to all applicable unvested Awards of Restricted Stock which the Participant may be the record holder of from time to time to (A) attend all meetings of the holders of the shares of Common Stock, with full power to vote and act for the Participant with respect to such Awards in the same manner and extent that the Participant might were the Participant personally present at such meetings, and (B) execute and deliver, on behalf of the Participant, any written consent in lieu of a meeting of the holders of the shares of Common Stock in the same manner and extent that the Participant might but for the proxy granted pursuant to this sentence.
16.Amendment and Termination.
(a) | The Administrator may amend, alter or terminate the Plan in its sole discretion without stockholder approval (except as otherwise set forth in the Plan or as required by applicable law), but no amendment, alteration, or termination shall be made that would impair the rights of a Participant under any outstanding Award without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any outstanding Award, without stockholder approval (except as otherwise set forth in the Plan or as required by applicable law), prospectively or retroactively, but, subject to Section 5 hereof, no such amendment shall impair the rights of any Participant without the Participant’s consent; provided that the Administrator may amend the terms of any such Award to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Award to any applicable law, government regulation or stock exchange listing requirement relating to such Award (including, but not limited to, Section 409A of the Code), and by accepting an Award under this Plan, the Participant thereby agrees to any amendment made pursuant to this Section 16 to such Award (as determined by the Administrator) without further consideration or action. |
(b) | Notwithstanding Section 16(a), other than for adjustments made pursuant to Section 5 hereof, the Administrator shall be required to obtain stockholder approval to make the following amendments: |
(i) | Any amendment to increase the maximum number of shares of Common Stock reserved for issuance under the Plan; |
(ii) | Any amendment to the terms of outstanding Options, Stock Appreciation Rights, or other entitlements to reduce the Exercise Price or Base Price, as applicable, of such Options, Stock Appreciation Rights, or other entitlements; |
(iii) | Any cancellation of outstanding Options, Stock Appreciation Rights, or other entitlements in exchange for Options, Stock Appreciation Rights, or other entitlements with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price or Base Price of the original Options, Stock Appreciation Rights, or other entitlements; |
(iv) | Any cancellation of outstanding Options, Stock Appreciation Rights, or other entitlements with an Exercise Price that is less than one hundred percent (100%) of the Fair Market Value of the related Shares in exchange for cash or Cash Awards; |
(v) | Any amendment that extends the term of outstanding Options or Stock Appreciation Rights or any other Awards beyond the original expiry; and |
(vi) | Amendments to the plan amendment provisions. |
17.Unfunded Status of Plan.
The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.
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A-19 | Appendix A |
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18.Withholding Taxes.
(a) | Notwithstanding any other provision of the Plan, all distributions, issuances or delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable tax withholdings and other source deductions. Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount in respect of such taxes up to the maximum statutory rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Without limiting the foregoing: |
(i) | Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto as determined by the Company. |
(ii) | Unless otherwise determined by the Administrator, subject to compliance with relevant Black-Out Periods and applicable law, if the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then the withholding obligation shall be satisfied by the sale by the Company, the Company’s transfer agent and registrar or any administrative agent or trustee appointed by the Company, on behalf of and as agent for the Participant as soon as permissible and practicable, of such number of Shares as would be required for the proceeds of such sale to amount to no less than the sum of the values of the applicable tax required to be withheld and the other source deductions required to be made by the Company, which proceeds shall be delivered to the Company for remittance of the applicable amounts to the appropriate governmental authorities. |
(iii) | The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Award as determined by the Company. Without limiting the foregoing, in the Company may implement special administrative procedures to withhold additional shares of Common Stock in respect of a Participant’s withholding obligations in instances where the Administrator determines that a “sell-to-cover” arrangement has not yielded sufficient proceeds to satisfy the applicable withholding obligation. Such procedures shall be implemented in a manner intended to constitute exempt dispositions for purposes of any Participant who is subject to reporting under Section 16 of the Exchange Act. Any delivery obligations of the Company hereunder may be made subject to such administrative procedures, in the discretion of Administrator and notwithstanding anything herein to the contrary (but subject to Section 29 hereof). |
19.Transfer of Awards.
Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing, directly or indirectly, by operation of law or otherwise (each, a “Transfer”) will be valid. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any Shares or other property underlying such Award. An Option or Stock Appreciation Right may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.
20.Continued Employment or Service.
Neither the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time. References in this Plan to “employment”, “employees” or similar/related terms or concepts shall be construed to include “partnerships,” “partners” or similar/related terms or concepts where an individual’s relationship with the Company or its Affiliates is based on their status being that of a partner of a partnership rather than as an employee. Any wording amendments necessary to give effect to such intent shall be implied into this Plan but shall not serve to imply an employment relationship between (i) the Company or its Affiliates; and (ii) an individual, where such an employment relationship did not exist previously.
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A-20 | Appendix A |
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21.Effective Date.
The Plan was adopted by the Board on April 21, 2026, and shall become effective without further action as of the date that it is approved by the Company’s stockholders (the “Effective Date”).
22.Term of Plan.
No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.
23.Securities Matters and Regulations.
(a) | Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable. |
(b) | Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator. |
(c) | In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against Transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution. |
24.No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
25.Beneficiary.
A Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
26.Paperless Administration.
In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
27.Severability.
If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.
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A-21 | Appendix A |
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28.Clawback.
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). A Participant receiving an Award under the Plan shall be deemed to have acknowledged and agreed to the application of any such policy or policies.
29.Section 409A of the Code.
The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and operated in accordance therewith. Any deferral elections made hereunder by U.S. Participants shall be required to be made in a manner which complies with the requirements of Section 409A, notwithstanding anything herein to the contrary. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Administrator shall have the sole authority to make any accelerated distributions permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants with respect to any deferred amounts, provided that such distributions meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
30.Governing Law.
The Plan, and all claims, causes of action, actions, suits, and proceedings (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Plan, or the negotiation, execution or performance of this Plan (including any claim, cause of action, action, suit, or proceeding based upon, arising out of, or related to any transaction contemplated by this Plan, any representation or warranty made in or in connection with this Plan, or as an inducement to enter into this Plan or accept an Award), shall be governed by, enforced in accordance with, and construed in accordance with the laws of the State of Delaware, including its statutes of limitations, without giving effect to the principles of conflicts of law of such state that would result in the application of the statute of limitations of any other jurisdiction.
31.Titles and Headings.
The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
32.Successors.
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation, conversion, domestication, transfer, continuance or other reorganization of the Company.
33.Relationship to Other Benefits.
No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
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A-22 | Appendix A |
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V93485-P50931 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! HUT 8 CORP. 1. To elect eight directors to serve until our 2027 Annual Meeting of Stockholders. Nominees: The Board of Directors recommends you vote FOR the following proposal: NOTE: In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1a. Joseph Flinn 1b. Asher Genoot 1c. Michael Ho 1d. E. Stanley O'Neal 1e. Carl J. (Rick) Rickertsen 1f. Mayo A. Shattuck III 1g. William Tai 1h. Amy Wilkinson 2. To approve, on an advisory basis, the compensation of our named executive officers. 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 4. To approve an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan. The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposals: For Against Abstain ! ! ! ! ! ! ! ! ! SCAN TO VIEW MATERIALS & VOTEw HUT 8 CORP. 1101 BRICKELL AVE., SUITE 1500 MIAMI, FL 33131 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 10, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HUT2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 10, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
V93486-P50931 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. HUT 8 CORP. ANNUAL MEETING OF STOCKHOLDERS JUNE 11, 2026 AT 10:00 A.M. EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HUT 8 CORP. The undersigned hereby appoints Asher Genoot and Victor Semah, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Hut 8 Corp. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 a.m. Eastern Time on June 11, 2026, at www.virtualshareholdermeeting.com/HUT2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. CONTINUED AND TO BE SIGNED ON REVERSE SIDE
FAQ
What proposals are on the agenda at Hut 8 (HUT) 2026 annual meeting?
Stockholders will vote on electing eight directors, an advisory say‑on‑pay resolution, ratifying KPMG LLP as auditor for the year ending December 31, 2026, and approving an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan.
Who can vote at Hut 8 (HUT) 2026 annual stockholders meeting and how?
Holders of Hut 8 common stock as of the April 13, 2026 record date, when 112,552,646 shares were outstanding, may vote. Stockholders can vote via Internet, telephone, mail (for paper proxies), or online during the virtual meeting using a 16‑digit control number.
How is Hut 8 (HUT) structuring executive compensation for 2025?
Hut 8 emphasizes performance‑based, at‑risk pay with moderated base salaries. For 2025, CEO base salary is $550,000 with a target annual bonus equal to 100% of salary, plus long‑term equity heavily weighted to performance stock units tied to financial, strategic, and development milestones.
What performance drove Hut 8 (HUT) 2025 annual cash incentive payouts?
Annual cash incentives used four equally weighted metrics: Adjusted EBITDA, EBITDA margin, strategic objectives, and individual performance. Adjusted EBITDA reached $80M versus a $46M target, and EBITDA margin hit 25% versus a 14.6% target, leading to a total payout at 200% of target.
What are Hut 8 (HUT) transformation equity awards for the CEO and CSO?
In November 2025, Hut 8 granted one‑time transformation awards to CEO Asher Genoot and CSO Michael Ho. These include performance stock units tied to market capitalization growth and American Bitcoin stake value, plus CEO‑only RSUs, featuring four‑year performance periods and two‑year post‑vesting holding requirements.
How does Hut 8 (HUT) ensure board independence and governance oversight?
The board has determined that six of eight directors are independent under Nasdaq and TSX rules. Independent directors chair the audit, compensation and talent development, and nominating and governance committees, which oversee financial reporting, executive pay, risk management, succession, and director nominations.