Mawson Infrastructure Group Inc.

Policies with Respect to Transactions with Related Persons

The Board has adopted a Related Party Transactions Policy. The Audit Committee is responsible for reviewing and approving related party transactions in accordance with the Related Party Transactions Policy.

Our Related Party Transactions Policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, the extent to which the Company may benefit from the transaction, the opportunity costs of not entering into the transaction, and the extent of the related person’s interest in the transaction.

Related Party Transactions

The Company did not participate in any related party transactions during the fiscal year ended December 31, 2025 in which any of the directors, nominees, executive officers, any beneficial owner of more than 5% of our Common Stock, nor any of their immediate family members, had a direct or indirect material interest.

As set out above, our Audit Committee Charter requires that members of the Audit Committee conduct a review of, and be responsible for the oversight of, all related party transactions on an ongoing basis in line with our Related Party Transaction Policy.

Board Determination of Director Independence

The Board has reviewed the materiality of any relationship that each of our directors and director nominees has with the Company, either directly or indirectly. Based upon this review, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger are “independent directors” as defined by Nasdaq.

With respect to the Audit Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by Rule 10A-3 under the Exchange Act, and Nasdaq rules, as applicable.

With respect to the Compensation Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by Rule 10C-1 under the Exchange Act and Nasdaq rules, as applicable.

With respect to the Nominating and Corporate Governance Committee and the Strategic Transactions Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by the Exchange Act and Nasdaq rules, as applicable.

In making such determinations, the Board considered the relationships that each such non-executive director has with Mawson and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of Common Stock by each non-executive director.