Mawson Infrastructure Group Inc.

The Company and certain of its subsidiaries are currently in disputes, which may be in or may lead to litigation. The results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. For information regarding these and other ongoing legal matters, refer to Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report. The disclosure set forth in Note 10 relating to such legal matters is incorporated herein by reference.

Securities Laws Litigation

On January 20, 2026, the Company filed a Complaint for Violation of Securities Laws, as well as a Motion for Expedited Injunctive Relief, in the United States District Court for the District of Delaware against Endeavor Blockchain, LLC, Joshua Kilgore, PM Squared, LLC, Cody Smith, and Phil Stanley (collectively, the “Defendants”) asserting violation of Sections 13(d) and 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-1 and 10b-5 of the Securities and Exchange Commission (the “SEC”) with regard to the Defendants’ filing of an inaccurate, false, and misleading Schedule 13D and two amendments thereto. The complaint alleges, among other matters, that (i) the Defendants acquired shares of the Company’s Common Stock in multiple transactions, without timely filing a required Schedule 13D disclosing such purchases and (ii) the Schedule 13D filings failed to disclose the Defendants’ intent to effect a change in control of the Company through a partial tender offer for the Company’s Common Stock at $10.00 per share and a subsequent PIPE offering of convertible preferred stock. The Company seeks declaratory judgment as to the Defendants’ violation of federal securities laws and SEC rules, as well as injunctive relief that includes, among other things, enjoining the Defendants from further trading in the Company’s stock and from proceeding with a tender offer to acquire the Company’s stock, ordering the Defendants to divest themselves of the Company’s stock and ordering the Defendants to make corrected Schedule 13D filings. The court granted the Defendants’ motion to dismiss and is giving the Company the option to amend its petition or file an appeal. The Company is evaluating its options and remains committed to protecting its shareholders from deceptive practices and ensuring that all market participants adhere to transparency requirements.

CTG Colocation Agreement

The Company entered into a Service Framework Agreement on October 12, 2023, with Consensus Colocation PA LLC (later acquired by NYDIG) (“CTG”) for colocation services for approximately 15,876 miners. Following a fee dispute, the Company redirected the CTG Miners to recover sums due under the Service Framework Agreement. CTG filed a complaint on March 6, 2025 with the Court of Chancery of the State of Delaware, under C.A. No. 2025-0252-MTZ, seeking to stop Mawson’s redirection of the CTG Miners and to remove them before contract termination. After a March 13, 2025 hearing, the parties agreed to end the redirection, maintain the agreement, and allow removal of the CTG Miners. CTG then filed an arbitration demand on April 25, 2025 seeking damages for the redirection. The Company filed an answer and counterclaim seeking breach of contract damages against CTG. The parties have since reached a full and final settlement, resulting in dismissal with prejudice on February 9, 2026.

On June 27, 2025, CTG filed a separate Petition and Order of Attachment in Aid of Arbitration with the Supreme Court of the State of New York, County of New York, under Docket No. 653851/2025 against Mawson Hosting, LLC, a subsidiary of the Company. This petition lead to a July 27, 2025 order attaching $1.3 million in assets, though Mawson Hosting had no assets in New York. This matter was fully settled and dismissed with prejudice on February 11, 2026.

The Company and its subsidiaries from time to time in the future may be involved in certain litigation related to our businesses. For example, the Company and its subsidiaries receive letters of demand for payments or other correspondence from time to time which could lead to legal proceedings.