🧾 What This Document Is

This is an 8-K filing, which is a report companies must file with the SEC to announce major, material events to investors. This specific 8-K contains a Cooperation Agreement and a related Press Release.

👉 In simple terms, Mawson's current board of directors and a group of major investors (the "Endeavor Parties") have called a truce. They've agreed to a complete boardroom shake-up and have settled their legal disputes.

🏢 What The Company Does

Mawson Infrastructure Group (MIGI) is a U.S. technology company that builds and operates large-scale data centers. These aren't just any data centers—they're specialized for power-hungry tasks like Bitcoin mining, Artificial Intelligence (AI), and High-Performance Computing (HPC). They aim to power this infrastructure with carbon-free energy, like nuclear power. Think of them as the "power and plumbing" company for the digital economy's most demanding applications.

🤝 The Deal: Boardroom Overhaul

This agreement is all about control of the company's Board of Directors, which is the group that oversees management and makes key strategic decisions.

• 🚪 Out With The Old: Three current directors (Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger) are resigning on April 6, 2026.
• 🚪 In With The New: Five new directors are being appointed at the same time:
  • Kyle B. Danges (Strategy expert)
  • K. Rodger Davis (Finance & Healthcare investing)
  • Lisa Hough (Energy & Bitcoin infrastructure advisor)
  • Cody Smith (COO of Endeavor's Big Digital Energy)
  • Phillip Stanley (CEO of Endeavor's PM Squared Financial)
• 👉 Why it matters: This is a complete board refresh, replacing the old guard with a mix of independent experts and two members affiliated with the Endeavor investor group. This gives Endeavor a direct seat at the table to influence the company's future.

⚖️ Settling the Score: Legal & Rules of Engagement

The agreement ends a bitter fight. The Company had previously sued the Endeavor Parties in January 2026 for alleged securities violations.

• 📜 Lawsuit Dropped: That lawsuit (the "Endeavor Litigation") has been dismissed, and Mawson agrees not to refile it or challenge the dismissal.
• 🤐 No More Trash Talk: For the next three years, both sides agree to a strict non-disparagement clause. They can't publicly bad-mouth each other, the company, or its former/current officers and directors.
• 🛑 Standstill Provisions: While not detailed verbatim, agreements like this typically include "standstill" provisions that limit the Endeavor Parties' ability to buy more shares or attempt a hostile takeover for a period, giving the new board time to work.
• 💰 Expense Reimbursement: The Company will pay the Endeavor Parties up to $50,000 for their legal fees related to negotiating this agreement.

📅 Key Dates & What's Next

• April 6, 2026: The director changes become effective. The Company will issue a formal press release and file this 8-K by 5:30 p.m. Eastern Time.
• Cooperation Period: The main terms of this agreement (like non-disparagement) last for three years from the signing date of April 4, 2026.
• Strategic Direction: The incoming directors, especially those with backgrounds in energy, digital assets, and finance, signal that Mawson will likely double down on its strategy as a carbon-aware digital infrastructure provider for AI and Bitcoin mining.

💡 Why This Matters: The Signal

This filing signals the end of a period of internal conflict and uncertainty for Mawson. A major investor group has gained board influence without a messy public fight, and the old board has stepped aside in an orderly fashion.

👉 For investors, it means a potentially more stable and strategically focused company going forward, but also one where a specific investor group now has a louder voice. The new directors' expertise in energy and digital assets is a clear indicator of the company's intended strategic path.

🧠 The Analogy

Imagine a ship (Mawson) whose officers (old board) and a group of influential passengers (Endeavor) have been arguing loudly about the direction. They finally go below deck, make a deal, and when they resurface, the officers have changed. The new crew includes some expert navigators (independent directors) and two representatives from the passenger group. They've all agreed to stop arguing publicly and focus on sailing the ship toward a specific destination (digital infrastructure).

🧩 Final Takeaway

Mawson Infrastructure Group has settled with a key investor group by reconstituting its entire Board of Directors, ending a lawsuit, and agreeing to terms that ensure a more stable, focused strategic path forward centered on energy-efficient digital infrastructure for AI and Bitcoin. The old board is out, and a new team with relevant industry expertise is in.