Hut 8 Corp.
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
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Jun 11, 2026 · Filed Apr 28, 2026
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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 |
Hut 8 Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Notice of Annual Meeting of Stockholders and Proxy Statement
Image depicts a rendering of our River Bend data center facility currently under construction.
A Message From Our Chief Executive Officer
| “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 GenootChief Executive Officer
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, June 11, 2026 10 a.m.(Eastern time)Location: Virtualwww.virtualshareholdermeeting.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 Partners1-877-629-6355toll free Emailinfo@okapipartners.com | | Your vote is importantWe 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 SemahCorporate Secretary | |||
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.