Hyperliquid Strategies Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Nailesh Bhatt and Jeffrey Sonnenfeld as Class I directors for three-year terms expiring at the 2029 annual meeting; Sonnenfeld would replace retiring director Albert Dyrness.

2. 2

   The Nasdaq Proposal

   ManagementBoard: FOR

   Approve, for Nasdaq Listing Rule compliance, the issuance of common stock under the ChEF Purchase Agreement in an amount potentially exceeding 19.99% of the outstanding common stock and beyond the Exchange Cap at prices below the Nasdaq Minimum Price.

   More detail

   The proposal asks stockholders to approve additional common-stock issuances under the ChEF Purchase Agreement with Chardan Capital Markets, LLC. The facility permits the Company to direct Chardan to purchase shares from time to time through VWAP purchases, intraday purchases, and off-hour sales. The original facility covered up to $1.0 billion, while amendments increased the total commitment to $2.5 billion. After the first $1.0 billion of sales, the amended agreement generally restricts issuances below the $12.02 Minimum Price once they would exceed the 42,641,847-share Exchange Cap, representing 19.99% of pre-amendment shares outstanding. Nasdaq Listing Rule 5635(d) requires stockholder approval for certain issuances equal to or exceeding 20% of outstanding shares or voting power at below-market pricing. Approval would remove the Exchange Cap for applicable issuances and allow the Company to access more of the committed facility at prices below the Minimum Price. Management argues that the facility offers flexible, market-based capital when needed and that the Purchase Agreement is in the Company’s best interests. The Company cautions that additional issuances would dilute existing holders’ voting power and economic interests and could reduce market value or increase volatility. Without approval, the Company could not issue shares beyond the Exchange Cap at below-Minimum-Price levels, potentially limiting financing access and forcing it to seek alternative capital. The Board unanimously recommends voting FOR the proposal.

3. 3

   The Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify the Audit and Risk Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

4. 4

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve a complete or partial adjournment of the annual meeting if necessary to solicit additional proxies for Proposals 1–3 or establish a quorum.

   More detail

   The proposal would authorize the Board’s proxy holders to adjourn or postpone the annual meeting in whole or in part. The authority could be used if there are insufficient votes to approve one or more of Proposals 1 through 3. It could also be used if the meeting lacks the quorum required to conduct business. Management seeks the authority to create additional time for soliciting proxies and obtaining the votes needed for the underlying proposals. The filing expressly states that adjournment could be used even where proxies indicate that a majority of votes cast would oppose a proposal. In that circumstance, the Company could solicit holders of opposing shares and seek to persuade them to change their votes. The proposal therefore functions as a procedural mechanism rather than an approval of the substantive transactions or governance actions in Proposals 1 through 3. It may facilitate completion of the Nasdaq financing approval, auditor ratification, or other meeting business if initial voting is inconclusive. The Board characterizes the authority as being in stockholders’ best interests when vote totals or quorum are insufficient. The Board unanimously recommends voting FOR the proposal.

5. 5

   Other Business

   Management

   Transact any other business that is properly brought before the annual meeting or any adjournment or postponement.

   More detail

   This item is a standard catch-all authorization for properly presented business at the annual meeting. It does not identify a specific substantive proposal or action for stockholders to approve. The Company states that, as of the proxy date, it is unaware of matters other than Proposals 1 through 4 that will be brought before the meeting. If another matter is properly presented, the named proxy holders may vote according to their judgment under the proxy authorization. The filing does not describe a separate management rationale for this item beyond facilitating the conduct of the meeting. It also does not provide a separate FOR or AGAINST recommendation. The item is distinct from the adjournment proposal because it concerns unforeseen properly presented business rather than postponing the meeting. No shareholder proponent or supporting statement is identified. The item therefore provides procedural flexibility but does not itself authorize a known transaction or governance change. Stockholders’ practical exposure depends on whether any additional matter is properly brought before the meeting.

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When is the Hyperliquid Strategies Inc 2026 annual meeting?

Hyperliquid Strategies Inc (PURR) holds its 2026 annual shareholder meeting on Wednesday, November 4, 2026.

What is the record date for the Hyperliquid Strategies Inc 2026 meeting?

The record date for the Hyperliquid Strategies Inc 2026 meeting is Wednesday, September 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hyperliquid Strategies Inc's 2026 meeting?

The board is presenting 2 director nominees at the Hyperliquid Strategies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hyperliquid Strategies Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Hyperliquid Strategies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.