SCHEDULE: Activist Investors Boost Mawson Stake to 44.9%

A group of activist investors, led by Endeavor Blockchain, LLC, has increased its beneficial ownership in Mawson Infrastructure Group Inc. to 44.9% and is seeking strategic changes.

Summary

• A group of Reporting Persons, including Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC, collectively beneficially own 1,485,297 shares of Mawson Infrastructure Group Inc. common stock, representing 44.9% of the class as of January 21, 2026.
• The Reporting Persons acquired the shares believing they were undervalued and represented an attractive investment opportunity.
• They have engaged with Mawson's management and Board of Directors to discuss opportunities for value creation, including an analysis of the Issuer's capital structure, long-term strategic support, and potential additional equity capital.
• Discussions also included a potential tender offer to provide a cash premium for stockholders wishing to exit a portion of their shares.
• If pursued, these discussions could result in the Reporting Persons owning a majority of outstanding shares and appointing a majority of Board members, as well as a recapitalization of the Issuer.
• Endeavor Blockchain, LLC recently purchased 140,000 shares on January 16, 2026, at an average weighted price of $4.68 per share through open-market purchases.
• The percentages of ownership are based on 3,304,639 shares outstanding as of December 17, 2025, which is post a 1-to-20 reverse stock split effective November 20, 2025.

Sentiment

Score: 7

Explanation: The filing indicates strong activist investor interest and a belief in undervaluation, with concrete proposals for value creation and potential capital injection. However, it also highlights potential financial strain (near-term obligations) and a possible contentious shift in control, which introduces uncertainty.

Positives

• A group of investors sees Mawson Infrastructure Group Inc. as an attractive, undervalued investment opportunity, signaling potential for future appreciation.
• The Reporting Persons are actively seeking to engage with Mawson's management and Board to discuss opportunities for value creation and strategic partnership.
• Proposals include long-term strategic support from the Reporting Persons and Big Digital Energy LLC, potentially strengthening Mawson's operational and strategic position.
• The discussion of potential additional equity capital, including via preferred securities, could address near-term obligations and fund future growth, improving the company's financial health.
• A potential tender offer could provide a cash premium for stockholders who wish to exit their investment, offering liquidity at a potentially favorable price.

Negatives

• The filing implies that Mawson's current capital structure and strategic direction may not be optimal, prompting significant activist investor intervention.
• The mention of needing "additional equity capital, including via the issuance of preferred securities, to address near-term obligations" suggests potential financial strain or liquidity concerns for Mawson.
• The activist investors' stated intent to potentially own a majority of shares and appoint a majority of Board members indicates a possible contentious shift in corporate control and governance.

Risks

• Shareholder Dilution: The potential issuance of preferred securities for additional equity capital could dilute the ownership and voting power of existing common shareholders.
• Control Contest: The Reporting Persons' stated intention to potentially own a majority of shares and appoint a majority of Board members could lead to a control contest or significant management and board changes, creating uncertainty regarding the company's future direction.
• Uncertainty of Proposals: The potential tender offer and other strategic discussions are preliminary and subject to further evaluation, negotiation, financing, regulatory considerations, and approvals, meaning they may not materialize as proposed.
• Market Volatility: The Reporting Persons may increase or decrease their position depending on various factors, including market conditions, which could contribute to share price volatility.

Future Outlook

The Reporting Persons intend to continuously review their investment in Mawson Infrastructure Group Inc. and may take various actions, including engaging in further communications with management and the Board, discussing with other stockholders or third parties about potential business combinations or dispositions, and making recommendations on capitalization or board structure. They are exploring a potential tender offer and additional equity capital for near-term obligations and future growth, which could lead to them owning a majority of shares and appointing a majority of Board members.

Industry Context

This filing indicates increasing activist investor interest in companies within the digital asset infrastructure space, potentially driven by perceived undervaluation or opportunities for strategic restructuring. The mention of 'Big Digital Energy LLC' suggests a focus on energy-intensive digital operations, likely related to cryptocurrency mining, an industry facing evolving market dynamics and capital requirements.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for a cash premium via a tender offer for those wishing to exit; potential for value creation if activist strategies succeed; risk of dilution if preferred securities are issued; uncertainty due to potential control contest.
• Management/Board: Significant pressure to engage with activist investors; potential for changes in leadership and strategic direction.
• Creditors: Potential for improved financial stability if additional equity capital is secured to address near-term obligations.

Next Steps

• Reporting Persons will continue to review their investment in Mawson Infrastructure Group Inc.
• They may engage in further communications with Mawson's management and Board of Directors.
• Discussions with other stockholders or third parties regarding Mawson's future, including potential business combinations or dispositions, may occur.
• Recommendations or proposals concerning changes to Mawson's capitalization, ownership structure, or board structure may be made.
• The Reporting Persons may purchase additional shares, sell existing shares, or engage in hedging transactions.
• Further evaluation, negotiation, financing, regulatory considerations, and approvals are required for any potential tender offer or equity capital issuance.

Key Dates

Recommendation

The significant increase in activist investor ownership to 44.9% and their stated intent to pursue strategic changes, including a potential tender offer and recapitalization, introduces both upside potential and considerable uncertainty. While the belief in undervaluation and proposals for value creation are positive, the implied financial strain and potential for a contentious control shift warrant a 'hold' recommendation. Investors should await further clarity on the outcome of discussions with management and the Board, as well as the specifics of any proposed tender offer or capital raise, before making definitive buy or sell decisions.

Keywords

Mawson Infrastructure Group, Endeavor Blockchain, Activist Investor, Schedule 13D, Shareholder Activism, Equity Stake, Corporate Governance, Tender Offer, Capital Structure, Strategic Partnership, Common Stock, Undervalued, Digital Asset Infrastructure