SCHEDULE: Mawson Infrastructure Group Board Shakeup and Cooperation Agreement

Mawson Infrastructure Group announces significant board changes and a cooperation agreement with key shareholders, appointing new directors and executive leadership.

Summary

• Mawson Infrastructure Group Inc. has entered into a Cooperation Agreement with reporting persons, leading to a significant overhaul of its Board of Directors and executive leadership.
• Effective April 6, 2026, Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger resigned from the Board.
• Concurrently, Kyle B. Danges, K. Rodger Davis, Lisa Hough, Cody Smith, and Phillip Stanley were appointed to the Board.
• Joshua Kilgore and Daniel J. Morrison were also appointed to the Board on April 6, 2026.
• Joshua Kilgore has been appointed Executive Chairman of the Board.
• Phillip Stanley has been appointed Chief Executive Officer.
• Cody Smith has been appointed Chief Operating Officer.
• The agreement includes litigation-related provisions, with both parties agreeing not to pursue legal proceedings against each other and releasing claims, except for those arising from the Cooperation Agreement.
• Non-disparagement provisions are in place for a three-year period.
• As of March 31, 2026, there were 5,486,730 shares outstanding.
• Endeavor Blockchain, LLC beneficially owns 1,500,000 shares (27.3%).
• Joshua Kilgore beneficially owns 1,508,000 shares (27.5%).
• Cody Smith beneficially owns 75,000 shares (1.4%).
• PM Squared, LLC beneficially owns 4,397 shares (0.1%).
• Phillip Stanley beneficially owns 4,397 shares (0.1%).
• No transactions in the Shares were entered into by the Reporting Persons in the past sixty days.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as the resolution of disputes and appointment of new leadership can lead to improved governance and strategy, but the underlying reasons for the previous conflict are not detailed.

Positives

• Resolution of potential litigation through a cooperation agreement, fostering a more stable relationship between the company and key shareholders.
• Appointment of new directors and executive leadership, including an Executive Chairman, CEO, and COO, potentially bringing fresh perspectives and strategic direction.
• Clear agreement on non-disparagement provisions for a three-year period, aiming to improve corporate discourse.
• Significant beneficial ownership by key individuals (Kilgore and Endeavor Blockchain) suggests alignment of interests with the company's performance.

Negatives

• The departure of three directors (Costello, Soles, Schellenger) indicates a significant shift in board composition and potentially a lack of confidence in the previous leadership's direction.
• The need for a cooperation agreement and litigation-related provisions suggests prior disagreements or disputes between the reporting persons and the company.

Risks

• Potential for continued disagreements or challenges in integrating the new leadership and board members with existing operations and strategies.
• The non-disparagement clause, while positive for stability, could mask underlying issues if not actively managed.
• The significant ownership by reporting persons could lead to concentrated influence on corporate decisions.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, the appointment of new leadership and board members suggests a strategic shift aimed at future growth and operational improvements.

Management Comments

• "The Reporting Persons and the Issuer also agreed to certain litigation-related provisions, including agreements by the Issuer and the Reporting Persons not to initiate or pursue any legal proceedings against each other and to release each other from any claims except for those arising out of the Cooperation Agreement, as well as certain non-disparagement provisions."
• "Each of the new Board and executive leadership appointments were effective immediately."

Industry Context

StockSavvy.ai notes that significant board changes and executive leadership transitions are common in the infrastructure and technology sectors, often driven by activist investors seeking to unlock shareholder value or redirect corporate strategy. The resolution of disputes through cooperation agreements is a positive sign for stability.

Comparison to Industry Standards

• In the cryptocurrency mining and infrastructure sector, board refreshment and executive changes are often triggered by shifts in market conditions, regulatory environments, or performance concerns. Companies like Marathon Digital Holdings and Riot Platforms have experienced similar leadership transitions in response to market dynamics.
• The appointment of an Executive Chairman, CEO, and COO is a standard governance structure for companies of this nature, aiming to provide clear leadership and operational oversight.
• The percentage of shares held by the reporting persons (up to 27.5%) is substantial and aligns with the typical threshold for significant influence or control often seen in activist campaigns within the tech and infrastructure industries.

Management Changes

Corporate Governance

Legal Proceedings

• The Cooperation Agreement includes provisions for the mutual release of claims and an agreement not to initiate or pursue legal proceedings against each other, except for those arising out of the Cooperation Agreement itself.

Stakeholder Impact

• Shareholders: Potential for improved company performance and governance due to new leadership and resolved disputes. Significant shareholders have increased influence.
• Employees: May experience changes in company direction and operational focus under new executive leadership.
• Creditors: Stability from resolved disputes could be viewed positively, though operational performance under new leadership will be key.
• Board of Directors: Significant change in composition, with new members bringing potentially different strategic viewpoints.

Next Steps

• The new Board and executive leadership are expected to implement their strategic vision for Mawson Infrastructure Group.
• The Cooperation Period, during which certain provisions including non-disparagement remain in place, will continue until the third anniversary of the agreement.
• Monitoring the performance and strategic decisions of the newly appointed leadership team.

Key Dates

Recommendation

The filing indicates a significant shift in board and executive leadership, driven by a cooperation agreement that resolves potential disputes. While this brings stability and new strategic direction, the actual impact on the company's financial performance is yet to be seen. Therefore, a 'hold' recommendation is appropriate pending further operational and financial results under the new leadership.

Keywords

Schedule 13D, Mawson Infrastructure Group, Cooperation Agreement, Board of Directors, Executive Appointments, Shareholder Activism, Corporate Governance, Beneficial Ownership, Joshua Kilgore, Phillip Stanley, Cody Smith