SCHEDULE: Activist Investors Boost Mawson Stake to 48%

A group of activist investors, including Endeavor Blockchain, LLC, has increased its beneficial ownership in Mawson Infrastructure Group Inc. to 48.0%, signaling potential strategic changes.

Summary

• The Reporting Persons (Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC) collectively own 1,587,397 shares of Mawson Infrastructure Group Inc.
• This represents 48.0% of the outstanding common stock as of January 28, 2026.
• The group believes Mawson's shares were undervalued and represent an attractive investment opportunity.
• They have engaged with Mawson's management and Board to discuss value creation, capital structure, strategic partnership, and potential additional equity capital.
• Discussions also included a potential tender offer that would provide a cash premium for a portion of outstanding shares.
• The Reporting Persons may seek to own a majority of shares and appoint a majority of Board members, potentially leading to recapitalization and charter amendments.
• Recent purchases include 40,000 shares by Endeavor Blockchain, LLC at an average weighted price of $4.57 per share and 2,100 shares by PM Squared, LLC at $4.62 per share on January 28, 2026.
• All share counts are presented post a 1-to-20 reverse stock split that became effective on November 20, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as moderately positive for shareholders, as a significant activist stake often brings increased scrutiny and potential for strategic changes that could unlock value, despite the implied underlying financial challenges.

Positives

• A significant block of investors views the company's shares as 'undervalued' and an 'attractive investment opportunity'.
• The Reporting Persons are actively seeking to engage with management and the Board to discuss 'value creation' and 'strategic partnership'.
• Potential for additional equity capital via preferred securities could address near-term obligations and fund future growth.
• A potential tender offer could provide an exit opportunity for some shareholders at a cash premium to the trading price.

Negatives

• The activist nature of the filing suggests dissatisfaction with current management or strategy, potentially leading to a proxy fight or management changes.
• The mention of 'near-term obligations' implies the company may be facing financial challenges that require additional capital.
• The possibility of a recapitalization and changes to charter documents could dilute existing shareholders or alter their rights.

Risks

• The Reporting Persons may endeavor to increase or decrease their position in the Issuer, which could impact share price volatility.
• Discussions regarding a potential tender offer are preliminary and subject to further evaluation, negotiation, financing, regulatory considerations, and approvals, meaning it may not materialize.
• Potential changes to the Board of Directors, capitalization, or ownership structure could disrupt company operations or strategy.
• The Issuer's financial position and investment strategy are factors influencing the Reporting Persons' future actions, indicating potential underlying business challenges.

Future Outlook

The Reporting Persons intend to continuously review their investment and may take various actions, including engaging with management and the Board, discussing potential business combinations or dispositions, making recommendations on capitalization or board structure, and potentially increasing or decreasing their stake. They have also proposed a potential tender offer and additional equity capital to address near-term obligations and fund future growth.

Industry Context

StockSavvy.ai notes that increased activist investor involvement, particularly from entities like Endeavor Blockchain, LLC, is common in sectors undergoing significant transformation or facing financial pressures, such as the digital asset infrastructure space. This move suggests a belief that Mawson Infrastructure Group Inc. is either undervalued or mismanaged, prompting external pressure for strategic shifts.

Comparison to Industry Standards

• The accumulation of a 48.0% stake by an activist group is a substantial position, nearing a controlling interest, which is a higher threshold than typical passive institutional investments.
• The proposed discussions around capital structure, strategic partnerships, and potential tender offers are standard tactics employed by activist investors like Starboard Value or Elliott Management when seeking to unlock shareholder value in underperforming companies.
• The mention of addressing 'near-term obligations' and funding 'future growth' through additional equity capital aligns with common challenges faced by companies in capital-intensive industries, such as data centers or digital asset mining, where rapid technological changes and market volatility necessitate flexible financing.

Stakeholder Impact

• Shareholders: Potential for increased share value if activist strategies succeed, potential for a cash premium via tender offer, but also risk of dilution or changes to rights if recapitalization occurs.
• Management/Board: Increased pressure and potential for changes in leadership or strategic direction.
• Creditors: Potential for improved financial stability if additional equity capital is raised to address near-term obligations.

Next Steps

• Reporting Persons may increase or decrease their position in Mawson shares.
• Reporting Persons may continue to engage with Mawson's management and Board of Directors.
• Reporting Persons may engage in discussions with, call meetings of, and solicit proxies or consents from other stockholders regarding Board changes or other matters.
• Further evaluation, negotiation, financing, regulatory considerations, and approvals are required for any potential tender offer or recapitalization.
• Reporting Persons may make recommendations or proposals to the Issuer concerning changes to capitalization, ownership structure, board structure, or business combinations/dispositions.

Key Dates

Recommendation

The significant increase in an activist stake to 48% suggests strong conviction from the Reporting Persons that Mawson Infrastructure Group Inc. is undervalued and has potential for value creation. While the proposed actions, such as a potential tender offer and additional equity capital, could be beneficial, the implied 'near-term obligations' and the uncertainty of the activist campaign's outcome warrant a 'hold' recommendation. Investors should monitor developments closely for concrete strategic changes or a firm tender offer before making further investment decisions.

Keywords

Mawson Infrastructure Group, MIGI, Schedule 13D, Activist Investor, Shareholder Activism, Endeavor Blockchain, Joshua Kilgore, Corporate Governance, Strategic Partnership, Tender Offer, Capital Structure, Equity Capital, Digital Asset Infrastructure