Hut 8 Corp

For the period ended Jun 18, 2025. Filed Apr 30, 2025.

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Jun 18, 2025 · Filed Apr 30, 2025

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HUT$52.65+14.6%Stored close · as of Nov 6, 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:


☐	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)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

2025

Notice of Annual Meeting of Stockholders

and Proxy Statement



	HUT 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale.
	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.

A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

“Throughout this transformation, ourdecisions were groundedin fundamentals: capitaldiscipline, operationalefficiency, and a long-term orientation. These fundamentals have guided us in the past, and they will continue to guide us in the future.”		On behalf of our board of directors and our entire company, we are pleased to invite you to attend our 2025 Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/HUT2025.Just over a year ago, I made a commitment to set Hut 8 on a new trajectory. That commitment was grounded in the belief that we could fundamentally transform our business through deliberate design, rigorous planning, and disciplined execution.In 2024, we delivered on that commitment. We executed a comprehensive transformation of the legacy Hut 8 business, driving measurable improvements in performance while establishing what we believe is a resilient foundation for profitable, long-term growth. This transformation was driven by three core objectives: optimizing operations, fortifying our capital strategy, and developing a high-velocity power origination pipeline.At the heart of our transformation was a simple conviction: that the value of energy will continue to rise as the technologies fueling both daily life and world-changing innovation place ever-greater demands on a constrained electrical grid. As power becomes the defining constraint in digital infrastructure development, we believe access to scalable, cost-competitive energy assets will be the most important differentiator in our industry.With that in mind, we shut down underperforming assets, energized new facilities, and deployed our proprietary energy curtailment software, Reactor, across the legacy Hut 8 portfolio. These actions delivered measurable impact, including a 30% reduction in our average energy cost per megawatt-hour and an approximately eight-point increase in gross margin per Bitcoin mined from Q4 2023 to Q4 2024. In parallel, we institutionalized operational discipline—recruiting veteran leaders from the energy and infrastructure sectors, expanding our in-house development program, and launching a data science function to optimize energy consumption across our fleet.We also executed an integrated capital strategy to support balanced, risk-adjusted growth. Strategic deleveraging was central to this approach, as was the introduction of a proactive treasury management framework, under which we expanded our strategic Bitcoin reserve to more than 10,000 Bitcoin at year-end 2024. These actions contributed to a material increase in institutional ownership, which rose from approximately 12% at the end of Q1 2024 to approximately 55% at year-end 2024.In a supply-constrained market, access to capacity is a critical advantage. Our ability to execute today is underpinned by the scale and velocity of our power development pipeline. Over the past year, we expanded our origination platform by engineering a disciplined, data-driven approach to site selection and portfolio construction. From Q2 2024 to year-end 2024, development capacity under diligence had more than quadrupled to 12,000 megawatts, while capacity under exclusivity had more than doubled to 2,800 megawatts. These milestones reflect not only the caliber of our team—which includes former senior executives from leading utilities, power generators, and energy investment firms—but also our ability to advance high-potential opportunities with institutional speed and rigor.

2025 Proxy Statement

To better reflect how we manage the business and how we intend to scale it, we introduced a new reporting structure aligned with the platform model that defines how we operate. Our new reporting segments—Power, Digital Infrastructure, and Compute—create a clearer link between our power-first strategy and the outcomes it drives. This structure is designed to enhance transparency, support more effective benchmarking, and provide investors with a more accurate framework for assessing our performance and allocating capital.Throughout this transformation, our decisions were grounded in fundamentals: capital discipline, operational efficiency, and a long-term orientation. These fundamentals have guided us in the past, and they will continue to guide us in the future.Looking ahead, our focus in 2025 is to accelerate our development flywheel—advancing origination, investment, monetization, and optimization as interdependent drivers of long-term value creation. Each of these drivers plays a distinct yet complementary role in our power-first strategy, and together, they define how we convert high-potential opportunities into scalable, revenue-generating infrastructure.Thank you for your continued trust and conviction as we build an enduring, generational business at the intersection of energy and technology. The accompanying Notice of Annual Meeting and Proxy Statement contain information about the proposals that will be presented at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. I encourage you to read the materials carefully and vote promptly.Sincerely,Asher GenootChief Executive Officer

2025 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

At our 2025 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
Wednesday, June 18, 2025 10A.M.(Eastern Time)Location: Virtualwww.virtualshareholdermeeting.com/HUT2025	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 vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers;		“ONE YEAR” as the frequency
4		To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;		“FOR”
5		To approve an amendment to the Hut 8 Corp. 2023 Omnibus Incentive Plan; and		“FOR”
6		To transact any other business as may properly come before the meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on April 23, 2025, 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 30, 2025.

Contact Okapi Partners1-844-202-7428toll 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 1-844-202-7428 or by email at info@okapipartners.com.By Order of the Board of Directors,William TaiChair of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 18, 2025.

Our Proxy Statement and Annual Report are available at www.hut8.com/investors and www.proxyvote.com.

2025 Proxy Statement

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