HUTHut 8
Deals with insiders in the proxy filed 2026-04-28
Deals between HUT and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-30.
Share Purchase“On December 30, 2025, pursuant to an Investor Rights Agreement, dated May 9, 2025, by and among American Bitcoin, its subsidiary, and the stockholders of American Bitcoin party thereto (including our subsidiary that holds our interest in American Bitcoin), the boards of directors of each of the Company and American Bitcoin consented to the purchase of 23,199,205 shares of Class B common stock of American Bitcoin by a limited liability company (the “LLC Purchaser”) for a purchase price of $1.40 per share. Mr. Genoot, our Chief Executive Officer and director and Executive Chairman of American Bitcoin, and Mr. Ho, our Chief Strategy Officer and director and Chief Executive Officer and director of American Bitcoin, solely manage and control the LLC Purchaser and have an indirect financial interest therein in the form of a profit share interest in one if its members.”
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The whole section
6 paragraphs quoted as filed
Related Person Transactions Policy“We have adopted a formal written policy and procedure for the review, approval, and ratification of related person transactions, as defined under applicable rules and regulations. The policy covers any transaction in which we were, are, or will be a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. For purposes of the policy, a related person is defined to be any of the following: (i) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (iii) a related party as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions or Item 404 of Regulation S-K; (iv) any immediate family member (as such term is defined in the policy) of any of the foregoing persons; and (v) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest. The policy generally requires any proposed related person transaction to be reported to our Chief Legal Officer and reviewed and approved by our audit committee, unless such related person transaction has been pre-approved by our audit committee. Our audit committee may approve or ratify a related person transaction only if the audit committee determines in good faith that the transaction is in the best interest of the Company and our stockholders. In making such determination, our audit committee reviews and considers the relevant facts and circumstances, including, among other factors it deems appropriate, the following:”
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Related Person Transactions Policy“the purpose of, and the potential benefits to the Company of, the transaction; and any other information regarding the transaction or the related person that would be material to investors in light of the circumstances of the particular transaction.”
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Related Person Transactions Policy“In addition to the procedures set forth in the Related Person Transactions policy, we have multiple processes for reporting conflicts of interest, including related person transactions. Under our Code of Business Conduct and Ethics, all directors, officers, employees, and certain other personnel are required to disclose in writing to management any conflict as soon as it is identified. We also maintain a Whistleblower Policy that establishes procedures for confidential, anonymous submissions by our employees, officers, and directors regarding any suspected or actual misconduct, including violations of our corporate policies.”
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Share Purchase“On December 30, 2025, pursuant to an Investor Rights Agreement, dated May 9, 2025, by and among American Bitcoin, its subsidiary, and the stockholders of American Bitcoin party thereto (including our subsidiary that holds our interest in American Bitcoin), the boards of directors of each of the Company and American Bitcoin consented to the purchase of 23,199,205 shares of Class B common stock of American Bitcoin by a limited liability company (the “LLC Purchaser”) for a purchase price of $1.40 per share. Mr. Genoot, our Chief Executive Officer and director and Executive Chairman of American Bitcoin, and Mr. Ho, our Chief Strategy Officer and director and Chief Executive Officer and director of American Bitcoin, solely manage and control the LLC Purchaser and have an indirect financial interest therein in the form of a profit share interest in one if its members.”
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Other relationships“An immediate family member of Mr. Genoot is employed by a subsidiary of the Company in a non-officer position. The employee has an annual base salary of $123,600 for 2026, increased from $120,000 in 2025, and receives other benefits provided to employees at the same level. In 2024, the compensation paid to this employee in the aggregate was below $120,000.”
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Director and Officer Indemnification and Insurance“We have entered into indemnification agreements with all of our directors and executive officers and purchased directors’ and officers’ liability insurance. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by applicable law.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗