SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ho Michael

(Last)

(First)

(Middle)

1101 BRICKELL AVENUE, SUITE 1500

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hut 8 Corp. [ HUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾	11/02/2025		A		505,789		⁽²⁾	⁽²⁾	Common Stock	505,789	$0	505,789	D
Performance Stock Units	⁽¹⁾	11/02/2025		A		505,789		⁽³⁾	⁽³⁾	Common Stock	505,789	$0	505,789	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer common stock. The PSUs will be settled in either common stock or cash (or a combination thereof) at the discretion of the Issuer.

2. The number of PSUs reported represents the target number awarded on the grant date. Vesting of the PSUs is contingent on the achievement of defined value levels for the shares of common stock of American Bitcoin Corp., a majority owned subsidiary of the Issuer, owned by the Issuer as of the grant date. The number of PSUs that vest will range from 0% to 300% of the target amount shown based the applicable performance levels achieved, provided that the Reporting Person remains employed by the Issuer through such vesting date. The PSUs' performance measurement period begins on December 3, 2026 and ends four years after grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant measurement period. Once the PSUs have vested, the shares of the Issuer's common stock received must generally be held by the Reporting Person for a period of two years following the vesting date (unless the PSUs vested in connection with a change of control).

3. The number of PSUs reported represents the target number awarded on the grant date. Vesting of the PSUs is contingent on the achievement of defined market capitalization levels for the Issuer. The number of PSUs that vest will range from 0% to 300% of the target amount shown based the applicable performance level achieved, provided that the Reporting Person remains employed by the Issuer through such vesting date. The PSUs' performance measurement period begins twelve months after grant date and ends four years after grant date with measurement and potential vest dates on a quarterly basis or on the final day of the relevant measurement period. Once the PSUs have vested, the shares of the Issuer's common stock received must generally be held by the Reporting Person for a period of two years following the vesting date (unless the PSUs vested in connection with a change of control).

	/s/ Victor Semah, as Attorney-in-Fact	11/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Chief Strategy Officer Ho Michael