Hut 8 Corp.

10b5-1 Trading Arrangements

During the quarter ended September 30, 2025, none of our officers ordirectors adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Executive Equity Grants

On November 2, 2025 (the “Grant Date”), upon the recommendation of the Compensation and Talent Development Committee (the “Committee”), our Board of Directors approved one-time special grants of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to our Chief Executive Officer and Chief Strategy Officer (the “Special Awards”).

Our overarching compensation philosophy is to (i) align pay-for-performance and (ii) align executives’ interests with those of the Company and our stockholders. In support of this philosophy, the Committee has structured our executive compensation program to emphasize at-risk, performance-based compensation opportunities that link executive rewards to the achievement of rigorous strategic objectives and the creation of long-term stockholder value.

The approval of the Special Awards was the culmination of careful analysis, consideration, and iterative design by the Committee, in consultation with its independent compensation consultant, over a 12-month period commencing in October 2024 taking into consideration, among other things, the following factors bearing on the compensation of our Chief Executive Officer and our Chief Strategy Officer:

The Special Awards were carefully structured to satisfy the following key objectives:

After careful consideration and deliberation, the Committee and our Board of Directors determined that the grant values and terms were appropriate and in the best interests of us and our stockholders. The Special Awards build upon the strong foundation established by our Chief Executive Officer and Chief Strategy Officer following the leadership transition in 2024 and reflect the Committee’s ongoing commitment to fostering a compensation program that supports long-term value creation for us and our stockholders.

Material Terms of the RSUs

Our Chief Executive Officer received a grant of 2,339,272 RSUs that will vest on January 1, 2029, subject to his continued employment through the vesting date. The executive will be required to hold – and will generally be restricted from transferring or selling – the vested shares for a period of two years following the applicable vesting date (unless the RSUs vested in connection with a change in control). As a result, all RSUs have a combined vesting and holding period of over 5 years before vested shares become freely tradeable.

Should the executive’s employment with us be terminated by us for cause or by the executive without good reason, all unvested RSUs will be forfeited. Should the executive’s employment with us be terminated other than by us for cause or by the executive without good reason, all unvested RSUs will vest, subject to the execution and non-revocation by the executive of a release of claims in favor of us. Upon a change in control, if the RSUs are assumed or substituted by the successor entity, such RSUs will remain outstanding and eligible to vest on January 1, 2029, subject to the executive’s continued employment, and will fully vest in the event of a termination by us without cause, by the executive with good reason, or due to the executive’s death or disability.

Material Terms of the PSUs

Our Chief Executive Officer and Chief Strategy Officer each received a grant of PSUs, with vesting contingent on the achievement of two performance-based conditions:(i) fifty percent (50%) of the PSUs will vest upon the achievement of defined market capitalization levels for the Company (the “market capitalization PSUs”) and (ii) fifty percent (50%) of the PSUs will vest upon the achievement of defined value levels for the shares of American Bitcoin common stock owned by us as of the grant date (the “ABTC-related PSUs”).

In order for the PSUs to vest, the applicable performance level must be achieved and the executive must remain employed through such vesting date. With respect to each performance-based condition, upon the achievement of performance at the “target” (100%) level, each executive will vest in 505,789 shares (the “Target Share Amount”), with proportional increases for performance at the “maximum” (200%) and “super maximum” (300%) levels. Without duplicating any performance achievement, linear interpolation will be applied if performance falls between two levels—performance will be measured on a quarterly basis and on the final day of the relevant performance period (based on a ninety (90) day VWAP during such quarter) and the applicable number of PSUs will vest on the last day of such quarter or the final day of the relevant 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 (unless the PSUs vested in connection with a change in control).

Should the applicable executive’s employment with us be terminated by us for cause or by the executive without good reason, all unvested PSUs will be forfeited. Should the applicable executive’s employment with us be terminated by us without cause, by the executive with good reason, or due to the executive’s death or disability, all unvested PSUs will vest at the “super maximum” level of performance, subject to the execution and non-revocation by the executive of a release of claims in favor of us. Upon a change in control, all unvested PSUs will vest at the “super maximum” level of performance and convert into time-based awards that vest on January 1, 2030, subject to the executive’s continued employment, and will fully vest in the event of a termination by us without cause, by the executive with good reason, or due to the executive’s death or disability.

Market Capitalization-Related PSUs

The number of market capitalization PSUs that will vest in each executive will be determined based on the achievement of the corresponding Market Capitalization Growth (as defined below) level set forth in the table below as measured at any point during the period commencing on the one year anniversary of the Grant Date, November 2, 2025, and ending on the four (4) year anniversary of the Grant Date, November 2, 2029. The Market Capitalization Growth measures our market capitalization growth over the market capitalization over the average volume weighted market capitalization between October 1, 2024, the month in which the Committee began its consideration of the Special Awards, and October 29, 2025, the last full trading day prior to the Grant Date, which was approximately $2.228 billion (the “Reference Market Capitalization”). The number of PSUs shown at each performance level (“target,” “maximum,” and “super maximum”) represents the total cumulative number of PSUs eligible to vest at that level inclusive of PSUs earned at the prior levels.

“Market Capitalization Growth” means, as of any given measurement date, an amount (expressed as a percentage) equal to (a) one hundred (100) multiplied by (b) the quotient the Market Capitalization and the Reference Market Capitalization.

“Market Capitalization” means, as of any given measurement date, the product of (x) the VWAP per share of the Company’s common stock for the ninety (90) consecutive trading days immediately preceding (and including) such measurement date (as quoted on the Nasdaq stock exchange) and (y) the number of shares of the Company’s common stock outstanding as of such measurement date.

ABTC-Related PSUs

The number of ABTC-related PSUs that will vest in each executive will be determined based on the achievement of the corresponding ABTC Stake (as defined below) level set forth in the table below as measured at any point during the period commencing on December 3, 2026, the three month anniversary of the date on which the lock-up applicable to ABTC shares held by us expires, and ending on the four year anniversary of the Grant Date. The number of PSUs shown at each performance level (“target,” “maximum,” and“super maximum”) represents the total cumulative number of PSUs eligible to vest at that level inclusive of PSUs earned at the prior levels.

“ABTC Stake” means the product of (x) the VWAP per share (as quoted on the Nasdaq stock exchange) of American Bitcoin common stock measured over a rolling ninety (90) consecutive trading day period during the performance period and (y) the total number of shares of American Bitcoin common stock held by us as of the Grant Date less any such shares that are sold or otherwise distributed or disposed of by us as of the applicable measurement date. Each ABTC Stake performance level shall be reduced by (1) the fair market value, as determined by our Board of Directors, of the aggregate consideration, including any cash or other property, received by us in respect of the sale of ABTC common stock by us during the performance period and (2) the value of American Bitcoin common stock distributed to our stockholders by us based on the VWAP per share for the ninety (90) consecutive trading days immediately preceding (and including) the distribution date (as quoted on the Nasdaq stock exchange).