Mawson Infrastructure Group Inc.

Summary Compensation Table

The following table summarizes the compensation paid to our named executive officers (“NEOs”).

Employment Agreements and Potential Payments Upon Termination or Change in Control

Employment Agreement with Our Former Chief Executive Officer

The Company and Mr. Mewawalla entered into a written employment agreement dated May 22, 2023 in connection with Mr. Mewawalla’s appointment as the Company’s Chief Executive Officer and President (“Original Mewawalla Agreement”), which agreement was amended on July 19, 2023 (“July 19, 2023 Addendum”) and on December 26, 2023 (“December 26, 2023 Addendum”). The Original Mewawalla Agreement provides that Mr. Mewawalla shall receive a base salary, receive an annual bonus as determined by the Board based on achievement of performance objectives, may receive annual equity grants at the discretion of the Board, participate in the Company’s equity plans, and participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company.

The Original Mewawalla Agreement also provides for certain payments and benefits in the event of a termination of Mr. Mewawalla’s employment under certain circumstances. Under the Original Mewawalla Agreement, if Mr. Mewawalla is terminated by the Company for Cause (as defined in the Original Mewawalla Agreement) or by Mr. Mewawalla without Good Reason (as defined in the Original Mewawalla Agreement), then Mr. Mewawalla is entitled to receive: (i) any earned but unpaid compensation, including unused paid time off; (ii) reimbursement for unreimbursed business expenses; and (iii) any amounts or benefits to which Mr. Mewawalla is then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms.

The Original Mewawalla Agreement also provides that if Mr. Mewawalla is terminated without Cause or by Mr. Mewawalla with Good Reason, he is entitled to receive severance including (i) the Accrued Benefits; (ii) an aggregate cash amount equal to the sum of (x) one full year of base salary plus (y) an amount equal to the Annual Target Bonus (as defined in the Original Mewawalla Agreement) for one full year; (iii) any bonus for the prior fiscal year that has not yet been paid; and (iv) a prorated portion of any annual bonus for the fiscal year in which the termination occurs (such amounts, the “Severance Benefits”). In addition, the Original Mewawalla Agreement provides for full and immediate vesting and settlement acceleration of all equity, including stock options and restricted stock units, and if the Company is unwilling or unable to immediately accelerate vesting and settlement of all equity and cover tax withholdings, the Company will provide payment in cash equivalent to the value of such equity upon Mr. Mewawalla’s election.

The July 19, 2023 Addendum grants Mr. Mewawalla additional benefits in the case where Mr. Mewawalla’s employment is terminated by the Company or by Mr. Mewawalla for Good Reason upon or post a change of control of the Company. In such event, the Company will pay to Mr. Mewawalla payments and benefits that are twice (2x) the value of all the payments and benefits that would be payable if Mr. Mewawalla had been terminated by the Company without Cause or by Mr. Mewawalla for Good Reason.

The December 26, 2023 Addendum purported to increase Mr. Mewawalla’s compensation upon termination with Cause by providing for the full and immediate vesting and settlement acceleration of all equity, including stock options and restricted stock units, granted prior to October 31, 2024 or, if the Company is unwilling or unable to immediately accelerate vesting and settlement of all equity and cover tax withholdings, the Company will provide payment in cash equivalent to the value of such equity upon Mr. Mewawalla’s election. The Company is presently involved in litigation commenced by Mr. Mewawalla regarding his termination as described below and, as part of that litigation, is taking the position that the December 26, 2023 Addendum is void or unenforceable and, therefore, that Mr. Mewawalla is not entitled to the immediate vesting and settlement acceleration provided for in the December 23, 2023 Addendum in connection with his termination. For additional information, see Part I, Item 3. “Legal Proceedings.”

On November 26, 2024, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Mewawalla for his performance during the Company’s fiscal year ended December 31, 2024, consisting of an award of 61,752 RSUs under the Company’s 2024 Omnibus Equity Incentive Plan (the “Equity Incentive Plan”) and $2,578,125 as cash, which was paid on the following schedule: (i) $859,375 in December 2024, (ii) $859,375 in January 2025, and (iii) $859,375 in February 2025.

On December 19, 2024, the Board, based on the review and recommendation of the Compensation Committee, approved a base salary increase for Mr. Mewawalla to $1,200,000 commencing on January 1, 2025.

On July 8, 2025, the Board provided Mr. Mewawalla with notice of termination of his employment as Chief Executive Officer and President of the Company, effective immediately, in accordance with the terms of the Mewawalla Agreement, and that such termination was for Cause (as defined in the Original Mewawalla Agreement).

As noted above, Mr. Mewawalla commenced litigation regarding his termination. For additional information, see Part I, Item 3. “Legal Proceedings.”

Employment Agreement with Our Interim Chief Executive Officer, General Counsel and Corporate Secretary

The Company and Mr. Saloom accepted and entered into a written employment offer dated July 1, 2024 in connection with Mr. Saloom’s appointment as the Company’s General Counsel and Corporate Secretary (the “Saloom Agreement”). Under the Saloom Agreement, Mr. Saloom will receive an annual salary of $225,000, and is eligible for an annual grant of RSUs equivalent to $50,000, and an annual performance bonus which may be a combination of cash and equity, as determined by the Company and the Compensation Committee of the Board.

On June 2, 2025, the Board determined to place Mr. Mewawalla on administrative leave from his position as Chief Executive Officer and President of the Company and appointed Mr. Kaliste Saloom to serve as Interim Chief Executive Officer of the Company, effective as of June 3, 2025. In connection with Mr. Saloom’s appointment as Interim Chief Executive Officer, Mr. Saloom’s annual base salary was increased to $360,000 effective as of June 3, 2025.

On December 18, 2025, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Saloom, for his performance during the Company’s fiscal year ended December 31, 2025, consisting of an award of 23,923 shares of Common Stock under the Equity Incentive Plan and $100,000 cash.

Employment Agreement with Our Chief Financial Officer

The Company and Mr. Regan accepted and entered into a written employment offer dated December 9, 2024 in connection with Mr. Regan’s appointment as the Company’s Chief Financial Officer (the “Regan Agreement”). Under the Regan Agreement, Mr. Regan will receive an annual salary of $225,000, and is eligible for an annual grant of RSUs equivalent to $100,000, and an annual performance bonus which may be a combination of cash and equity, as determined by the Company and the Compensation Committee of the Board.

In recognition of additional duties being assumed during the Chief Executive Officer transition, the annual base salary of Mr. Regan was increased to $354,000 effective as of June 3, 2025.

On December 18, 2025, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Regan, for his performance during the Company’s fiscal year ended December 31, 2025, consisting of an award of 23,923 shares of Common Stock under the Equity Incentive Plan and $100,000 cash.

Outstanding Equity Awards at Fiscal Year-End 2025

The following table sets forth information regarding all outstanding equity awards held by NEOs at December 31, 2025.

Director Compensation

The following table details the total compensation earned by our independent, non-employee directors during the year ended December 31, 2025. All amounts are in U.S. dollars. Directors are paid an annual fee as cash compensation. In addition, non-employee directors of the Company are entitled to receive an annual equity grant of restricted stock units under the Company’s Equity Incentive Plan. Directors are entitled to be reimbursed for all reasonable and properly documented expenses incurred in performing their duties in accordance with the Company’s policies. Unless otherwise agreed on termination as a director, Directors will only be entitled to such fees as may have accrued to the date of termination. Mr. Mewawalla, the Company’s former CEO and President, did not receive any additional compensation for his services as a director of the Company.

Equity Award Timing Practices

The Compensation Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee typically makes equity awards at its committee meetings during the year. Throughout the year, the Compensation Committee may also grant equity awards for a new hire, a significant promotion, change, update, or other circumstances.