Hut 8 (HUT) Proxy filing summary

Executive summary

• Focused on transforming into a power-first, innovation-driven energy infrastructure platform, with a major emphasis on AI data center development and commercialization, highlighted by a 15-year, $7B lease at River Bend and a strategic partnership with Anthropic for up to 2,295 MW of AI infrastructure capacity.

• Achieved 45% revenue growth in 2025, expanded gross margin by 7 points, and delivered 1,067% stock price appreciation since February 2024.

• Streamlined operations by carving out Bitcoin mining into American Bitcoin Corp., divesting Ontario gas plants, and redeploying capital to higher-return opportunities.

• Maintained a robust balance sheet with $1.4B in cash and Bitcoin reserves and secured significant credit facilities to support disciplined growth.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: election of eight directors, advisory approval of executive compensation, ratification of KPMG LLP as auditor, and approval of an amendment to the 2023 Omnibus Incentive Plan to increase share reserve by 5 million shares.

• Board recommends voting “FOR” all proposals; no shareholder proposals were received.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of independent and non-independent members; transition of board chair from William Tai to E. Stanley O’Neal post-meeting.

• Committees include audit, compensation and talent development, and nominating and governance, all composed of independent directors.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Corporate governance policies include a Code of Business Conduct and Ethics, insider trading and anti-hedging policies, and stock ownership guidelines.