Form 4: Hut 8 CSO Michael Ho Awarded Performance Stock Units

Hut 8 Corp.'s Chief Strategy Officer, Michael Ho, was granted 1,011,578 performance stock units with vesting tied to subsidiary value and company market capitalization.

Summary

• Michael Ho, Chief Strategy Officer and Director of Hut 8 Corp., was granted 1,011,578 Performance Stock Units (PSUs) on November 2, 2025.
• The PSUs are divided into two tranches, each for a target of 505,789 units.
• Each PSU represents a contingent right to receive one share of Hut 8 common stock, or cash, at the Issuer's discretion.
• Vesting for the first tranche (505,789 PSUs) is contingent on achieving defined value levels for shares of American Bitcoin Corp., a majority-owned subsidiary of Hut 8.
• Vesting for the second tranche (505,789 PSUs) is contingent on achieving defined market capitalization levels for Hut 8 Corp.
• For both tranches, the number of PSUs that vest can range from 0% to 300% of the target amount based on the applicable performance levels achieved.
• Vesting is also conditional on Mr. Ho remaining employed by Hut 8 through the vesting date.
• A two-year holding period for the received shares generally applies post-vesting, unless the PSUs vested in connection with a change of control.

Sentiment

Score: 7

Explanation: The grant of performance-based stock units to a key executive is a positive step towards aligning management's interests with long-term shareholder value creation, contingent on achieving specific performance targets for the company and its subsidiary.

Positives

• Aligns executive compensation with company and subsidiary performance, incentivizing long-term value creation.
• Potential for significant upside for the executive if performance targets are met, fostering retention.
• The performance-based nature of the award links executive rewards directly to shareholder value.

Negatives

• Potential for dilution of existing shares if a large number of PSUs vest and are settled in stock.
• The discretion to settle in cash or stock introduces some uncertainty regarding future share count.

Risks

• Performance Risk: If American Bitcoin Corp.'s value or Hut 8 Corp.'s market capitalization targets are not met, the PSUs may not vest, or vest at a lower percentage.
• Employment Risk: Mr. Ho must remain employed by Hut 8 through the vesting date to receive the PSUs.
• Market Volatility: The value of the underlying common stock and the ability to meet market capitalization targets are subject to market fluctuations, particularly in the cryptocurrency and blockchain industry.

Future Outlook

The grant of performance stock units indicates a strategic focus on enhancing the value of Hut 8 Corp. and its subsidiary, American Bitcoin Corp., over the next four years, aligning executive incentives with long-term growth objectives.

Industry Context

Performance-based equity awards, such as PSUs, are a common practice in the technology and cryptocurrency mining sectors to incentivize executive leadership. This grant aligns Hut 8 with industry standards for executive compensation, aiming to tie management's financial interests directly to the company's and its key subsidiary's performance and market valuation.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) with a vesting range of 0% to 300% of target is a standard practice in executive compensation across various industries, including technology and blockchain, to strongly incentivize outperformance.
• Tying PSU vesting to specific financial metrics, such as subsidiary value (e.g., American Bitcoin Corp.) and overall company market capitalization (e.g., Hut 8 Corp.), is a common and effective method seen in companies like Marathon Digital Holdings or Riot Platforms, which also use performance-based incentives to align executive interests with shareholder returns.
• The requirement for continued employment through the vesting date and a subsequent two-year holding period for vested shares are typical provisions designed to promote long-term commitment and discourage short-term decision-making, comparable to practices at other publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for long-term value creation if performance targets are met; potential for dilution if PSUs vest and are settled in stock.
• Employees: May signal a commitment to performance-based incentives and executive retention.
• Management: Provides a significant incentive for Michael Ho to drive performance and remain with the company.

Next Steps

• Hut 8 Corp. and American Bitcoin Corp. will need to achieve defined value and market capitalization levels over the next four years.
• Michael Ho must remain employed by Hut 8 Corp. through the vesting dates.
• Quarterly measurement and potential vest dates will occur during the performance measurement periods.
• Shares received upon vesting will be subject to a two-year holding period.

Key Dates

Keywords

Hut 8 Corp, HUT, Michael Ho, Chief Strategy Officer, Director, SEC Form 4, Performance Stock Units, PSUs, Executive Compensation, Stock Grant, Insider Transaction, American Bitcoin Corp, Market Capitalization, Vesting, Equity Incentive