Hyperliquid Strategies Inc is a Delaware corporation and U.S. publicly listed digital asset treasury company whose primary business is accumulating HYPE, the native token of the Hyperliquid Layer 1 blockchain ecosystem, on behalf of its stockholders. The Hyperliquid ecosystem is a Layer 1 blockchain designed to support a fully on-chain open financial system, best known for trading spot pairs and perpetual futures, processing billions in daily trading volume. As of August 23, 2026, Hyperliquid accounts for approximately 40.1% of total on-chain perpetuals 24 hour volume globally and 62.5% of on-chain perps open interest, with cumulative perps trading volume exceeding $5.4 trillion since inception and approximately $857 million in net protocol revenue generated in 2025. The protocol's state execution is divided into HyperCore, the native execution environment supporting up to 200,000 orders per second, and HyperEVM, a general-purpose EVM-compatible smart contract environment. The network is secured by 27 active validators as of the date of the Annual Report, and the protocol supports up to 200,000 transactions per second. The HYPE token was launched in November 2024 via a Genesis airdrop on November 29, 2024, distributing 31% of the total supply to approximately 100,000 eligible users, with the total supply capped at 1 billion tokens. As of August 23, 2026, HYPE is among the top ten network tokens by market capitalization as reported by CoinMarketCap.com, with a circulating supply of approximately 235.0 million tokens out of a total supply of 1 billion tokens. The protocol maintains an Assistance Fund, funded through protocol fee revenues, which currently receives 99% of all fees generated by the protocol, and as of August 23, 2026, 46.7 million HYPE tokens have been acquired by the Assistance Fund and permanently removed from circulation, representing 4.7% of the total initial supply.

The Company believes its current HYPE holdings of approximately 29.4 million tokens as of August 23, 2026 represent the largest HYPE holdings of any U.S. public company. The Company's competitive positioning is centered on its direct ownership of HYPE tokens, which it accumulates on behalf of stockholders, and its strategy to benefit from the growth of the Hyperliquid ecosystem. The Company has established a validator node on the Hyperliquid network under the name "Hyperliquid Strategies x Unit" and engages in staking substantially all of its HYPE holdings to generate income. The Company's primary income-generating activity is staking, and it may selectively deploy a portion of its HYPE holdings into mergers and acquisitions involving businesses within the Hyperliquid ecosystem. The Company's strategy provides investors with a means of obtaining exposure to the Hyperliquid ecosystem through direct HYPE token ownership, deployment of HYPE tokens to generate additional income, and engagement with the ecosystem. The Company has also entered into an Advisory Agreement with Rorschach Advisors LLC for technical advisory services related to the digital asset ecosystem, including Hyperliquid and related digital assets, for a term of five years.

The Company generates revenue primarily through staking its HYPE token holdings, which is its current primary income-generating activity. The Company stakes substantially all of its total HYPE token holdings to generate staking rewards and participate in the security and consensus of the Hyperliquid network. Staking rewards are received in the form of HYPE tokens, which are added to the Company's treasury holdings net of any fees paid to the validator of the staking node. The Company also seeks to generate income through the selective deployment of its HYPE holdings, including potential DeFi-related activities within the Hyperliquid ecosystem, though any non-staking DeFi-related activities will only be undertaken after thorough internal reviews and assessments. The Company's business model is built around a three-pillar treasury strategy consisting of capital raising, capital allocation, and capital deployment, with the objective of increasing HYPE exposure per share of the Company Common Stock over time. The Company raises capital primarily through the issuance of Common Stock in registered public offerings, at-the-market programs, or other equity transactions when its shares are trading at a premium to its market net asset value ratio, and it may also consider selling HYPE tokens to replenish working capital or fund share repurchases when the market price of HYPE exceeds its internal estimate of fundamental long-term value.

The Company's primary product is its HYPE digital asset treasury, which involves accumulating HYPE tokens on behalf of stockholders. As of August 23, 2026, the Company holds approximately 29.4 million HYPE tokens, based on the deployment of proceeds from the Closing PIPE and other capital-raising activities, together with the approximately 12.5 million HYPE tokens received in the Contribution. The Company's HYPE balance is published on its website (hypestrat.xyz), updated weekly with a one-week data delay. The Company's staking program is a key component of its product offering, with the Company staking substantially all of its HYPE token holdings. As of August 23, 2026, the Company staked approximately 21.3 million HYPE tokens, representing approximately 72.5% of its total staked HYPE, to its Validator, and delegated approximately 8.1 million HYPE tokens, representing approximately 27.5%, to Anchorage. The Validator, launched on May 13, 2026, operates within the HyperCore infrastructure and participates in the HyperBFT consensus mechanism, with a commission rate of 2%. The Company also has a Custody Agreement with Anchorage, a federally chartered digital asset bank and qualified custodian, under which it pays fees depending on the assets under custody tier, ranging from 13 annual basis points for AUC up to and under $250 million to 11 annual basis points for AUC greater than $250 million, and Anchorage offers staking validator services in exchange for a fee equal to 10% of the staking rewards earned from an Anchorage validator.

The Company's secondary income-generating activities may include appropriate DeFi-related activities within the Hyperliquid ecosystem, though any non-staking DeFi-related activities will only be undertaken after thorough internal reviews and assessments. The Company may also, on an opportunistic basis, selectively deploy a portion of its HYPE holdings or future capital-raising proceeds into mergers and acquisitions involving businesses operating within or related to the Hyperliquid ecosystem, including acquiring other digital asset treasury companies holding HYPE positions or entities that directly contribute to or operate within the Hyperliquid blockchain and its DeFi infrastructure. The Company has established an Equity Facility providing capacity to sell up to $1.0 billion of Company Common Stock, and continues to evaluate additional capital-raising opportunities. The Company's capital allocation framework categorizes its treasury assets into three primary reserves: Working Capital Reserve, Cash Reserve, and HYPE Holdings, with the Working Capital Reserve held primarily in cash, short-term U.S. Treasury securities, and approved stablecoins to cover projected operating expenses for at least 12 months.

On July 11, 2025, the Company entered into a Business Combination Agreement with Sonnet BioTherapeutics Holdings, Inc., Rorschach I LLC, and merger subsidiaries, pursuant to which the Company completed the Mergers on December 2, 2025, becoming a publicly listed entity on the Nasdaq Stock Market under the symbol "PURR." At the Closing, the Company held approximately 12.5 million HYPE tokens contributed through Rorschach and approximately $299.9 million in cash proceeds from the Closing PIPE. On March 31, 2026, the Company entered into an asset purchase agreement with Guidant Biotherapeutics, Inc., completing the sale of most of Sonnet's assets to Guidant in exchange for shares of Guidant's common stock. The Company launched a validator node on the Hyperliquid network on May 13, 2026, under the name "Hyperliquid Strategies x Unit," and engaged Nexus Research Labs, Inc. to provide technical validator operation services. The Company also issued 7,761,860 Advisor Issued Shares and 27,394,800 Advisor Warrants to Rorschach Advisors LLC at the Closing, and entered into an Advisor Rights Agreement and an Advisory Agreement with the Advisor. The Company has established the Equity Facility providing capacity to sell up to $1.0 billion of Company Common Stock.

The Company's financial performance is primarily driven by its HYPE token holdings and staking activities. The Company received gross cash proceeds of approximately $299.9 million from the Closing PIPE and approximately 12.5 million HYPE tokens contributed at the Closing. As of August 23, 2026, the Company holds approximately 29.4 million HYPE tokens, representing the largest HYPE holdings of any U.S. public company. The Company's staking program generates staking rewards, with an estimated net annualized reward rate of 2.17% as of August 23, 2026, based on a total staked amount of 436.17 million HYPE. The Company's financial results are subject to the volatility of HYPE prices, which have ranged from as low as $10.26 (April 6, 2025) to as high as $82.28 (August 23, 2026) since December 4, 2024 through August 23, 2026. The Company's net asset value is calculated as reported stockholders' equity adjusted to reflect the fair market value of HYPE token holdings, and the Company's stock price is expected to be highly correlated to the price of HYPE tokens.

The Company's primary strategic objective is to benefit from the growth of the Hyperliquid ecosystem directly through ownership of HYPE tokens, through income earning activities related to Hyperliquid, or indirectly by fostering growth of the Hyperliquid ecosystem. The Company intends to implement this objective by using current available cash as well as any future capital-raising transactions to accumulate HYPE tokens. The Company intends to deploy proceeds from the Closing PIPE along with proceeds from other capital raising activities, subject to retaining a cash reserve sufficient to cover working capital requirements equal to 12 to 24 months of projected operating expenses. The Company has established the Equity Facility providing capacity to sell up to $1.0 billion of Company Common Stock, and continues to evaluate additional capital-raising opportunities. The Company's capital raising framework is guided by its market net asset value ratio, with equity sales generally requiring an mNAV above an established target ratio, and the Company will not conduct equity sales while an active share repurchase program is in effect.

The Hyperliquid ecosystem is expected to continue to evolve through additional HIPs and ecosystem development, with potential developments including HIP-4, which would introduce event-based contracts that could enable prediction markets, options, and other structured financial products on the Hyperliquid infrastructure. HIP-3, launched in November 2025, has already extended Hyperliquid's perpetual futures infrastructure beyond digital asset contracts to include contracts referencing equities, commodities, indices, and other real-world assets, and as of August 23, 2026, HIP-3 markets represent approximately 48.0% of total trading volume on Hyperliquid on a 30 day trailing basis and have driven over $514 billion in cumulative volume since launch. The Company believes that continued growth in spot markets, further decentralization of the validator set, and the rollout of additional HIPs may have a positive effect on demand for HYPE tokens, as HYPE is required as collateral for all HIP-3 market deployments. The Company also expects to evaluate additional digital asset custodians to diversify custody of its HYPE tokens, and may engage multiple third-party staking providers to diversify risk and improve staking efficiency.

The Company's margin and cost outlook is influenced by its staking operations and custody arrangements. The Company pays fees to Anchorage under the Custody Agreement depending on the assets under custody tier, ranging from 13 annual basis points for AUC up to and under $250 million to 11 annual basis points for AUC greater than $250 million, and pays a fee equal to 10% of the staking rewards earned from an Anchorage validator. The Validator's commission rate is currently 2%, with the Operator paid a service fee equal to a fixed percentage of that commission, and the Company retaining the balance. The Company does not expect the amounts payable to it under the validator arrangement to be material to its revenues or financial results. The Company's staking rewards are subject to the protocol's dynamic reward rate, which is inversely proportional to the square root of the total number of HYPE tokens staked across the network, with an estimated net annualized reward rate of 2.17% as of August 23, 2026.

The Company's operational outlook includes maintaining its staking program with a focus on security, liquidity, and compliance. The Company stakes substantially all of its HYPE token holdings, subject to ongoing risk assessments and market conditions, and implements risk management practices including diversifying delegations across multiple high-performing validators, monitoring validator metrics, conducting regular stress tests, and maintaining thresholds for automatic undelegation. The Company's Validator operations are subject to performance standards, jailing criteria, and uptime requirements applicable to all Hyperliquid validators, with the Operator obligated to reimburse the Company for slashing penalties and missed staking rewards resulting from the Operator's breach of service levels. The Company holds substantially all of its HYPE tokens in a custody account at Anchorage, a regulated digital asset custodian, and expects to continue to hold substantially all of its HYPE tokens in custody accounts at one or more well-regarded regulated digital asset custodians. The Company also conducts ongoing due diligence reviews during the custodial relationship to monitor the safekeeping of its HYPE tokens.

The Company's capital allocation framework is designed to increase HYPE exposure per share over time. The Company will consider purchasing HYPE tokens when it believes the market price is below its internal estimate of the token's fundamental long-term value, and will consider repurchasing the Company Common Stock when its shares trade at a meaningful discount to mNAV. The Company has established the Equity Facility providing capacity to sell up to $1.0 billion of Company Common Stock, and continues to evaluate additional capital-raising opportunities. The Company's capital raising activities are subject to its Treasury Strategy Policy, which requires equity sales generally to be conducted when shares are trading at a premium to mNAV, and the Company will not conduct equity sales while an active share repurchase program is in effect. The Company's Working Capital Reserve is held primarily in cash, short-term U.S. Treasury securities, and approved stablecoins to cover projected operating expenses for at least 12 months.

The Company faces significant headwinds and constraints related to the volatility of HYPE prices and the regulatory environment for digital assets. The price of HYPE has historically been volatile, ranging from as low as $10.26 (April 6, 2025) to as high as $82.28 (August 23, 2026) since December 4, 2024 through August 23, 2026. The Company's financial results and the market price of its listed securities would be adversely affected if the price of HYPE decreased substantially, including due to decreased user confidence, transactional activities, negative publicity, competition from other blockchains, regulatory actions, and macroeconomic changes. The Company also faces risks related to the custody of its HYPE, including the loss or destruction of private keys, cyberattacks, and smart contract related losses. The regulatory landscape for digital assets is evolving and uncertain, with the potential for new laws and regulations that could materially impact the price of HYPE or the ability of the Company to own or transfer HYPE tokens.

The Company faces execution risks related to its HYPE treasury strategy, including the risk that its historical financial statements do not reflect the potential variability in earnings that it may experience in the future relating to its HYPE holdings. Unrealized fair value gains on HYPE holdings could cause the Company to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022. The Company also faces risks related to the unregulated nature and lack of transparency surrounding the operations of many HYPE trading venues, which may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes. The loss of, or inability to maintain or establish, banking relationships could adversely affect the Company's business and its ability to execute its HYPE treasury strategy. The governance structure of the Hyperliquid Network is concentrated, and protocol changes could be adopted without broad consensus, potentially adversely affecting the value of HYPE and the Company's treasury holdings.

Management's message emphasizes the Company's primary strategic objective to benefit from the growth of the Hyperliquid ecosystem through direct ownership of HYPE tokens, income earning activities, and fostering ecosystem growth. The Company's strategy is implemented through a disciplined three-pillar treasury strategy consisting of capital raising, capital allocation, and capital deployment, as captured in the Treasury Strategy Policy Handbook. Management highlights the Company's belief that its current HYPE holdings of approximately 29.4 million tokens represent the largest HYPE holdings of any U.S. public company, and the Company intends to continue accumulating HYPE tokens using current available cash and future capital-raising transactions. The Company's capital raising framework is guided by its market net asset value ratio, with equity sales generally requiring an mNAV above an established target ratio, and the Company will not conduct equity sales while an active share repurchase program is in effect. Management also emphasizes the Company's staking program as its primary income-generating activity, with the Company staking substantially all of its HYPE token holdings to generate staking rewards and participate in the security and consensus of the Hyperliquid network. The Company's forward-looking statements include plans to deploy proceeds from the Closing PIPE and other capital raising activities, subject to retaining a cash reserve sufficient to cover working capital requirements equal to 12 to 24 months of projected operating expenses, and to continue evaluating additional capital-raising opportunities, including the Equity Facility providing capacity to sell up to $1.0 billion of Company Common Stock.

The Company's financial performance is primarily driven by its HYPE token holdings and staking activities. The Company received gross cash proceeds of approximately $299.9 million from the Closing PIPE and approximately 12.5 million HYPE tokens contributed at the Closing. As of August 23, 2026, the Company holds approximately 29.4 million HYPE tokens, representing the largest HYPE holdings of any U.S. public company. The Company's staking program generates staking rewards, with an estimated net annualized reward rate of 2.17% as of August 23, 2026, based on a total staked amount of 436.17 million HYPE. The Company's net asset value is calculated as reported stockholders' equity adjusted to reflect the fair market value of HYPE token holdings, and the Company's stock price is expected to be highly correlated to the price of HYPE tokens. The Company's financial results are subject to the volatility of HYPE prices, which have ranged from as low as $10.26 (April 6, 2025) to as high as $82.28 (August 23, 2026) since December 4, 2024 through August 23, 2026. The Company's market value of common stock held by non-affiliates as of December 31, 2025 was $441.8 million. As of August 23, 2026, there were 197,837,597 shares of Common Stock issued and outstanding, par value $0.01 per share. The Company's custody fees range from 13 annual basis points for AUC up to and under $250 million to 11 annual basis points for AUC greater than $250 million, and staking validator services are provided by Anchorage in exchange for a fee equal to 10% of the staking rewards earned from an Anchorage validator.

The Company's business is subject to significant risks, including the high volatility of HYPE prices, which have ranged from as low as $10.26 (April 6, 2025) to as high as $82.28 (August 23, 2026) since December 4, 2024 through August 23, 2026 ¹. A substantial decrease in the price of HYPE would adversely affect the Company's financial results and the market price of its listed securities. The Company also faces risks related to the custody of its HYPE tokens, including the loss or destruction of private keys, cyberattacks, and smart contract related losses, with substantially all of its HYPE tokens held by Anchorage, a federally chartered digital asset bank ². The regulatory environment for digital assets is evolving and uncertain, and the Company could be deemed an investment company under the Investment Company Act if HYPE tokens were determined to be securities, which would likely make it impractical to continue its business as contemplated ³. The Company's staking activities are subject to uncertain U.S. federal income tax treatment, and it could face material and unexpected tax liabilities ⁴. Additionally, the failure or de-pegging of major stablecoins, particularly USD Coin, could disrupt Hyperliquid's trading operations and cause a significant decline in the price of HYPE, adversely affecting the value of the Company's treasury holdings ⁵.