Mawson Infrastructure Group Inc.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operating, can provide only reasonable, not absolute, assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations of all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the reality that judgements in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our Board and management, with the participation of our Interim Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Management has devoted significant effort and resources to the remediation of previously identified internal control weaknesses. Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.

Management’s Report on Internal Control over Financial Reporting

Our Board and management are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, including the possibility of collusion, improper management override of controls, and misstatements due to error or fraud, internal control over financial reporting may not prevent or detect misstatements on a timely basis or not at all. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company assessed our internal control over financial reporting as of December 31, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

Changes in Internal Control Over Financial Reporting

To address the material weaknesses identified as of December 31, 2024, management implemented a series of enhancements to its financial reporting processes during the year.

Segregation of Duties and Staff Turnover. Management increased staffing within the finance and accounting functions and reassigned responsibilities to reduce reliance on limited personnel and mitigate the impact of staff turnover. These actions established and documented appropriate segregation of duties through SOX-aligned control activities across key finance and accounting processes, including journal entry preparation and independent review, account reconciliation preparation and approval, and management oversight and monitoring procedures.

Controls Over the Financial Statement Close and Reporting Process. Management enhanced the financial close and reporting process by formalizing monthly and quarterly close calendars, strengthening controls over journal entry preparation and review, enhancing account reconciliation and management review procedures, and expanding formal accounting policy documentation.

Information and Technology Controls. Management implemented and documented additional information technology general controls (“ITGCs”), including enhanced user access controls, strengthened change-management procedures, improved segregation of duties within IT environments, and formalized monitoring and documentation protocols. In addition, management enhanced controls over system-generated reports used in financial reporting by implementing procedures to validate report completeness and accuracy and to ensure changes in systems and tools are appropriately reflected in control documentation.

Data from Third Parties. Management enhanced controls over third-party data validation by implementing formal pre-use review procedures, post-invoice reconciliation controls, and documented accountability for externally sourced operational and billing data used in revenue recognition and cost accruals.

Fixed Asset Verification*.* Management dedicated additional resources to the asset verification process and implemented structured monthly cycle counts and annual wall-to-wall physical inventories across its facilities. In addition, management enhanced reconciliation procedures and strengthened system applications used to track fixed asset movements and to calculate and record depreciation expenses.

There were no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as otherwise described in this Item 9A.