Mawson Infrastructure Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

MAWSON INFRASTRUCTURE GROUP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders of Mawson Infrastructure Group Inc.,

You are cordially invited to attend the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Mawson Infrastructure Group Inc. (the “Company”).

The Annual Meeting will be held on:

• October 15, 2025, 4:00pm Eastern Time

You can attend the Annual Meeting via the virtual meeting portal at:

The Board of Directors of the Company (the “Board”) has decided to hold the Annual Meeting entirely online via the virtual meeting portal which will be conducted via live webcast. This is important because it enables the Company’s stockholders to participate in the Annual Meeting from any location, and it also reduces the carbon footprint of the Company’s activities.

Further instructions on how to attend and participate in the virtual meeting are included in these materials.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to participate in the Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.

You will be asked to vote upon the following proposals at the Annual Meeting:

1. Approve and ratify the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

2. Approve the election of three (3) nominees as directors of the Company to serve until the 2026 annual meeting of stockholders —

(i) Ryan Costello;

(ii) Steven Soles; and

(iii) Kathryn Yingling Schellenger.

3. Advisory and non-binding vote to approve the compensation paid to the Company’s named executive officers.

4. Approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment.

5. Authorize the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals.

Any other business will be transacted as may properly come before the Annual Meeting or any adjournments thereof.

The Board recommends you vote (1) FOR the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (2) FOR the election of three (3) director nominees; (3) FOR the advisory and non-binding vote to approve the compensation paid to the Company’s named executive officers; (4) FOR the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment; and (5) FOR the authorization of the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals.

The Board has fixed August 21, 2025, as the record date for determining those stockholders entitled to receive notice of, and to vote at, the Annual Meeting, or any postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

Please review the attached Notice of Meeting and Proxy Statement for more detail and explanation of the proposals to be considered at the Annual Meeting.

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card by Internet voting as described on your proxy card.

We thank you and appreciate your support.

By Order of the Board of Directors,

/s/ Ryan Costello

Ryan Costello

Board Chair and Director

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

Whether or not you plan to participate in the Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.

The Board of Directors recommends you vote (1) FOR the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (2) FOR the election of the three (3) director nominees; (3) FOR the advisory and non-binding vote to approve the compensation paid to the Company’s named executive officers; (4) FOR the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment; and (5) FOR the authorization of the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals.

By Order of the Board of Directors,

/s/ Ryan Costello

Ryan Costello

Board Chair and Director