SCHEDULE: Endeavor Seeks Mawson Board Ouster Amid Value Decline

The Endeavor Investor Group has launched a consent solicitation to remove Mawson Infrastructure Group's entire Board of Directors, citing years of value destruction and strategic missteps.

Summary

• The Endeavor Investor Group, a significant stockholder, has commenced a consent solicitation to remove the entire current Board of Directors of Mawson Infrastructure Group Inc.
• The group aims to reconstitute the Board with directors committed to restoring accountability and maximizing value for all stockholders.
• Endeavor believes the current Board's oversight has led to governance failures, poor capital allocation decisions, and ineffective oversight, resulting in significant destruction of shareholder value.
• Mawson's market capitalization reportedly fell from approximately $450 million at the end of 2021 to roughly $15 million as of early 2026, representing a decline of nearly 95%.
• Existing stockholders have been significantly diluted through repeated equity issuances and financing transactions while the share price continued to decline.
• Endeavor believes Mawson's underlying infrastructure assets, including its power footprint, remain valuable and could support opportunities beyond Bitcoin mining, such as high-performance computing and artificial intelligence infrastructure.
• Endeavor is prepared to serve as an active partner to a refreshed Board and invest meaningful capital to stabilize the Company's balance sheet.
• The Endeavor Investor Group, comprising Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, PM Squared, LLC, and Phillip Stanley, collectively beneficially owns a significant portion of Mawson's common stock, with Joshua Kilgore's aggregate beneficial ownership representing 45.6% of the class.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative development for current management, reflecting severe dissatisfaction from a significant shareholder and indicating deep-seated issues with company performance and governance.

Positives

• Mawson controls a strategically important footprint in high-performance compute and digital asset infrastructure.
• The underlying infrastructure assets are believed to remain valuable, with potential for high-performance computing, AI infrastructure, and other high-density compute applications.
• Endeavor is prepared to invest meaningful capital to stabilize Mawson's balance sheet and position the company for sustainable long-term success under new leadership.

Negatives

• Mawson's market capitalization declined by nearly 95% from approximately $450 million at the end of 2021 to roughly $15 million as of early 2026.
• Existing stockholders have experienced significant dilution through repeated equity issuances and financing transactions.
• The company's balance sheet and operational stability have deteriorated.
• Allegations of repeated strategic missteps, executive turnover, and ineffective oversight by the Board.
• A pattern of governance failures and poor capital allocation decisions has been cited.

Risks

• Potential for further destruction of value if immediate action is not taken to address governance and strategic issues.
• Continued deterioration of the balance sheet and operational stability under current management.
• Loss of credibility with investors due to past strategic missteps and governance failures.

Future Outlook

Endeavor believes Mawson can become a valuable digital infrastructure platform under the right leadership and governance. They are prepared to invest meaningful capital to stabilize the Company's balance sheet and position it for sustainable long-term success, focusing on opportunities beyond Bitcoin mining, such as high-performance computing and AI infrastructure.

Management Comments

• "Mawson controls a strategically important footprint in high-performance compute and digital asset infrastructure that is not reflected in today's share price." Joshua Kilgore, Managing Member of Endeavor Blockchain, LLC.
• "Years of strategic missteps and governance failures have severely damaged the Company's credibility with investors." Joshua Kilgore.
• "Meaningful change at the Board level is necessary to unlock the value of Mawson's assets and restore confidence among stockholders." Joshua Kilgore.
• "Removing the current directors is an important first step in reconstituting the Board and creating meaningful change at the Company." Joshua Kilgore.
• "We believe Mawson can become a valuable digital infrastructure platform under the right leadership and governance." Joshua Kilgore.
• "Our goal is to help ensure that Mawson's strategy, capital allocation, and oversight are aligned with the interests of its stockholders." Joshua Kilgore.

Industry Context

StockSavvy.ai notes that this activist campaign highlights the increasing scrutiny on corporate governance and capital allocation within the digital asset and high-performance computing infrastructure sector. As the industry matures and faces market volatility, investors are demanding greater accountability and strategic clarity, particularly when companies possess valuable underlying assets but underperform due to perceived management failures. The focus on AI and HPC infrastructure also reflects a broader industry trend towards diversifying beyond pure Bitcoin mining.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant change in company direction and leadership; potential for value creation if Endeavor's plan succeeds; current shareholders have experienced significant dilution and value destruction.
• Management/Board: Current Board members face removal, indicating high dissatisfaction from a major investor.
• Creditors: Endeavor's stated intention to invest meaningful capital to stabilize the balance sheet could positively impact creditors by improving financial health.

Next Steps

• Endeavor urges Mawson stockholders to carefully review the consent solicitation materials.
• Endeavor urges stockholders to support its efforts to restore accountability and strategic direction at the Company.
• The consent solicitation aims to remove current directors Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger, and any person nominated, elected, or appointed to the Board after March 16, 2026, and prior to the effectiveness of the proposed actions.
• Reconstitution of the Board with new directors committed to maximizing stockholder value.
• Endeavor is prepared to serve as an active partner to a refreshed Board.

Key Dates

Recommendation

The filing details a catastrophic 95% decline in market capitalization and significant shareholder dilution under current management. While the activist investor sees underlying asset value, the immediate situation points to severe operational and governance issues. A seasoned investor would likely view this as a strong signal to exit or avoid the stock until a new, stable, and effective management team is in place and a clear turnaround strategy is demonstrated. The uncertainty and ongoing battle further add to the negative outlook for the existing equity.

Keywords

Mawson Infrastructure Group, Endeavor Investor Group, Consent Solicitation, Board of Directors, Corporate Governance, Shareholder Activism, Digital Asset Infrastructure, High-Performance Computing, AI Infrastructure, Bitcoin Mining, Shareholder Value, SEC Filing, Schedule 13D