Mawson Infrastructure Group Inc.

Company Overview

Business Model: Mawson Infrastructure Group Inc. is a technology company headquartered in the United States, focused on digital infrastructure platforms. The Company designs, builds, and operates next-generation digital infrastructure for enterprise customers and its own purposes, providing services across artificial intelligence (AI), high-performance computing (HPC), digital assets including Bitcoin mining, and other intensive compute applications. Mawson delivers both self-mining operations and colocation services through a vertically integrated infrastructure model designed for scalability and efficiency. Additionally, the Company operates an energy management business, leveraging software and analytics to generate revenue by participating in energy management programs that respond to real-time power grid needs. Mawson's strategy prioritizes the use of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms.

Market Position: Mawson manages and operates digital infrastructure platforms and data centers with a total current capacity of approximately 129 megawatts (MW), with additional future capacity under development. All operational sites are strategically located within the Pennsylvania-New Jersey-Maryland Interconnection Energy Market (PJM Energy Market), one of North America's largest wholesale power markets. The Company has strategically shifted its focus entirely to North America, no longer operating facilities in Australia. The AI/HPC and digital assets industry is dynamic and global, characterized by a wide range of competitors from individual operators to large, publicly listed mining companies. Mawson competes for the acquisition of new Miners, capital, and access to cost-effective, sustainable electricity and suitable sites.

Recent Strategic Developments: In October 2025, Mawson launched a pilot GPU program on a major decentralized AI network, aiming to establish a scalable framework for expanding its role as an AI cloud or infrastructure provider across its U.S. sites. This pilot has demonstrated competitive performance benchmarks for deep-learning tasks. The Company is also undergoing a strategic shift, evolving its revenue mix away from self-mining activities towards digital colocation services. Subsequent to year-end, in February 2026, Mawson reached confidential settlements with Ionic Digital Mining LLC and another customer, resolving claims related to a colocation agreement and a hosting arrangement, which significantly reduces potential future financial liabilities. In response to an activist stockholder campaign, the Board of Directors adopted a stockholder rights plan in February 2026, designed to deter the acquisition of 20% or more of the Company's outstanding Common Stock without prior Board approval, thereby protecting stockholder interests.

Geographic Footprint: Mawson Infrastructure Group Inc. is headquartered in the United States and currently operates all its facilities within the country. Its operational and development sites are strategically located within the PJM Energy Market. Specifically, the Company leases 8 acres of land in Midland, Pennsylvania, for one of its data center facilities, a 9,918 square foot developed mining facility in Bellefonte, Pennsylvania, and an approximately 64,600 square foot undeveloped site in Corning, Ohio. All of Mawson's income is generated from its operations in the United States.

Financial Performance

Revenue Analysis

Profitability Metrics (2025):

• Gross Margin: 43.6%
• Operating Margin: -48.5%
• Net Margin: -59.5%

Investment in Growth:

• Capital Expenditures: $0.1 million
• Strategic Investments: Mawson is enhancing its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its infrastructure services. The Company launched a GPU pilot program in October 2025 to explore expansion as an AI cloud or infrastructure provider.

Business Segment Analysis

Mawson Infrastructure Group Inc. operates as a single energy management and digital asset mining segment for reporting purposes, with all income generated from operations in the United States. The Company's Chief Operating Decision Makers review performance and allocate resources on a consolidated basis. However, the Company's business activities are diversified across four main areas: Digital Colocation, AI and HPC Colocation, Energy Management, and Digital Assets Mining.

Digital Colocation

Financial Performance:

• Revenue: $26.1 million (-32% YoY)
• Key Growth Drivers: The decrease in revenue was primarily due to a reduction in the number of customers and average contract size compared to 2024. In 2025, the Company entered into a profit-share agreement that, while generating lower absolute revenue, yielded higher overall profitability. Mawson is actively enhancing its digital colocation capabilities to expand its customer base. Product Portfolio: Mawson offers colocation services for specialized computers used in digital asset mining and other equipment. Customer agreements include traditional colocation (customers retain mined digital assets, pay fees to Mawson) and profit-sharing (Mawson and customer split mined digital assets and costs). Market Dynamics: Mawson currently has one colocation services customer contract and derives a significant portion of its digital colocation revenues from a limited number of customers. Counter-party risk is mitigated through strategies such as security deposits and upfront fees. The Company leverages power agreements in the PJM Energy Market to provide competitive pricing for its customers.

AI and HPC Colocation

Financial Performance:

• Revenue: Not separately disclosed.
• Key Growth Drivers: Mawson's facilities and access to power are positioned to offer colocation services for specialized computers and Graphics Processing Units (GPUs) used in AI and HPC computation. The Company expects to generate revenue from these customers. Product Portfolio: Similar to digital colocation, agreements include colocation (customers pay a fee for infrastructure to operate GPUs) and profit-sharing (revenue and costs split). A pilot GPU program launched in October 2025 on a decentralized AI network has shown strong performance benchmarks for deep-learning tasks. Market Dynamics: Key profitability factors include customer concentration, access to competitively priced power, and talent retention. The Company acknowledges increased liability and risks associated with expansion into the AI and HPC markets, including regulatory uncertainty, privacy compliance, cybersecurity, and intellectual property.

Energy Management

Financial Performance:

• Revenue: $11.8 million (+56% YoY)
• Key Growth Drivers: The significant increase in revenue was driven by enhanced energy management programs, which utilize advanced software and analytics to optimize power usage based on real-time grid conditions and market pricing signals. Higher overall energy prices and greater grid demand variability in 2025 contributed to increased participation in these programs. Product Portfolio: Mawson's energy management business generates revenue by adapting its power usage to the real-time needs of the power grid, including curtailing power consumption during periods of high demand or price spikes. This flexibility allows Mawson to contribute to grid stability and generate additional revenue, supplementing other income streams during periods of curtailment. Market Dynamics: Mawson actively monitors power markets and pricing, working with PJM Energy Market participants to identify and capitalize on opportunities. Profitability is influenced by the reliability and sophistication of its proprietary financial models, software dependability, ability to acquire hedge contracts, access to power provider programs, and regulatory changes.

Digital Assets Mining (Self-Mining)

Financial Performance:

• Revenue: $1.9 million (-85% YoY)
• Key Growth Drivers: The substantial decline in self-mining revenue was primarily due to industry-wide conditions, including higher overall energy costs and increased network difficulty, which reduced Bitcoin production. This also reflects a strategic shift towards digital colocation services. Product Portfolio: Mawson uses its own Miners in Pennsylvania data centers to solve algorithmic problems, securing the Bitcoin network and earning Bitcoin rewards. The Company typically joins mining pools to reduce reward variance and routinely liquidates mined Bitcoin through Crypto.com, operating as a mining entity rather than a digital asset investment company. Market Dynamics: Profitability is highly sensitive to Bitcoin's market price, mining rewards, changes in the Network Hash Rate, hardware efficiency, and power costs. The Bitcoin protocol includes "halving" events (the most recent on April 19, 2024, reducing rewards to 3.125 Bitcoin per block) and network difficulty adjustments (approximately every two weeks). Mawson's mining fleet has not been materially renewed for several years, posing a risk of obsolescence and requiring significant future capital for replacement.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: No share repurchases were made in the fourth quarter of 2025.
• Dividend Payments: Mawson has not paid cash dividends on its Common Stock and does not anticipate doing so in the foreseeable future, intending to retain future earnings for operations and capital requirements.
• Future Capital Return Commitments: In February 2026, the Board adopted a Rights Agreement, declaring a dividend of one right per outstanding share of Common Stock, exercisable at $20.60 for Series C Junior Participating Preferred Stock. This plan is designed to prevent hostile takeovers by imposing significant dilution on any person or group acquiring 20% or more of the Common Stock without Board approval.

Balance Sheet Position:

• Cash and Equivalents: $13.3 million (2025) vs $6.1 million (2024)
• Total Debt: $25.2 million (2025) vs $20.9 million (2024)
• Net Cash Position: -$11.9 million (2025)
• Debt Maturity Profile: As of December 31, 2025, all $25.2 million of debt is overdue for repayment, subject to refinancing, renegotiation, or resolution of ongoing disputes. This includes the Marshall Loan ($12.6 million, matured Feb 2024), Celsius Promissory Note ($10.8 million, matured Aug 2023), W Capital Loan ($1.7 million, expired Mar 2023), and Convertible Notes ($0.2 million, matured July 2023). All these loans are currently in default and subject to legal disputes.

Cash Flow Generation:

• Operating Cash Flow: -$6.9 million (2025) vs $3.6 million (2024)
• Free Cash Flow: -$7.0 million (2025) vs $1.6 million (2024)
• Cash Conversion Metrics: Mawson reported negative working capital of $31.3 million in 2025, an improvement from -$35.9 million in 2024. Trade and other receivables decreased to $9.6 million in 2025 from $15.2 million in 2024.

Operational Excellence

Production & Service Model: Mawson designs, builds, and operates next-generation digital infrastructure platforms for both enterprise customers and its own use. The Company's vertically integrated model supports scalability and efficiency across AI, HPC, and digital asset mining applications. Mawson's energy management business utilizes proprietary software and analysis to optimize power usage and participate in grid management programs, aiming for carbon-free energy sources, including nuclear energy. The Company's self-mining strategy involves routine liquidation of mined Bitcoin, focusing on operational generation rather than digital asset investment.

Supply Chain Architecture: Key Suppliers & Partners:

• Hardware: Manufacturers of Miners, Modular Data Centers (MDCs), and transformers.
• Power: Power Purchase Agreements (PPAs) with energy suppliers, such as Energy Harbor LLC for the Midland, Pennsylvania facility.
• Mining Pool: Participation in mining pools to facilitate Bitcoin reward earning.
• Digital Asset Exchange: Crypto.com for Bitcoin liquidation.
• Energy Market Participants: Collaboration with PJM Energy Market participants for energy programs.

Facility Network:

• Operational Sites: Mawson manages and operates digital infrastructure platforms and data centers with a total current capacity of approximately 129 MW in the United States.
• Key Production Locations:
  • Midland, Pennsylvania: 8-acre leased land for a data center facility (lease extended to September 2027, with options for 11 additional years).
  • Bellefonte, Pennsylvania: 9,918 square foot developed mining facility (lease extended for five years in November 2025).
  • Corning, Ohio: Approximately 64,600 square foot undeveloped site (five-year lease with a five-year extension option).
• International Presence: The Company has divested its interests in Australia and currently has no operating sites or assets outside the United States.

Operational Metrics: Mawson's cost of revenues as a percentage of revenue declined by approximately 9.4% year-over-year in 2025, driven by a profit-sharing arrangement that scaled costs proportionally lower than revenue growth, and reduced energy consumption from decreased self-mining activity. The GPU pilot program has demonstrated outperformance in deep-learning benchmarks and competitive bandwidth metrics at a limited scale.

Market Access & Customer Relationships

Go-to-Market Strategy: Distribution Channels:

• Direct Sales: Mawson engages directly with enterprise customers for its digital colocation and AI/HPC colocation services.
• Digital Platforms: The Company utilizes digital platforms for the liquidation of mined Bitcoin (e.g., Crypto.com) and has launched a GPU pilot program on a decentralized AI network.

Customer Portfolio: Enterprise Customers: Mawson offers colocation services for digital asset mining and AI/HPC applications to enterprise customers. The Company currently has one colocation services customer contract and derives a significant portion of its digital colocation revenues from a limited number of customers. Mawson experienced the loss of a significant colocation customer in 2025 due to acquisition by a competitor. The Company employs mitigation strategies, such as security deposits and upfront fees, to manage counter-party risk. Geographic Revenue Distribution: All of Mawson's revenue is generated from its operations located in the United States.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The AI/HPC and digital assets industry is dynamic and global. The Bitcoin mining network is highly competitive, comprising diverse participants from individual hobbyists to large, publicly listed operations. Increased Bitcoin adoption is expected to intensify competition, leading to higher global network hash rates. Bitcoin's price is highly volatile, influenced by investment sentiment, interest rates, and publicity. The Bitcoin protocol features "halving" events (most recently April 2024, next anticipated 2028) that reduce block rewards, and network difficulty adjustments (approximately every two weeks) that impact mining profitability. Competitive Positioning Matrix:

Direct Competitors

Primary Competitors: Mawson competes with publicly listed companies in the digital asset mining space, including MARA Holdings, Inc., Core Scientific, Inc., Applied Digital Corporation, Cipher Mining Inc., Hut 8 Mining Corp., CleanSpark, Inc., Riot Platforms, Inc., Bitdeer Technologies Group, BitFuFu, Inc., Bitfarms Ltd, HIVE Digital Technologies Ltd., TeraWulf, Inc., and Ionic Digital Inc. Emerging Competitive Threats: New digital assets, central bank digital currencies (CBCDs), and the development of quantum computing pose potential threats by potentially reducing Bitcoin usage or undermining blockchain cryptographic protections. Competitive Response Strategy: Mawson aims to maintain competitiveness by continuously adding new Miners to grow its hash rate in line with global network growth, strategically shifting towards digital colocation services, and expanding its digital infrastructure platform to support AI and HPC applications.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics: Mawson faces significant risks from the high volatility of digital asset prices, particularly Bitcoin, which directly impacts revenue. Energy price volatility also affects profitability. The Company is exposed to technology disruption risks from evolving digital asset network protocols, the potential obsolescence of older mining equipment, and the long-term threat of quantum computing to blockchain cryptography. Technology Disruption: The Company's mining equipment is prone to breakdown, failure, or obsolescence, which can directly impact operational capacity and profitability. Customer Concentration: A substantial portion of digital colocation revenues is derived from a limited number of customers, making the Company vulnerable to the loss of major clients or changes in their business models. AI/HPC Market Risks: Expansion into AI and HPC markets introduces risks related to regulatory uncertainty, compliance with privacy laws, technology and data dependencies, cybersecurity threats, litigation, intellectual property disputes, and reputational damage.

Operational & Execution Risks

Supply Chain Vulnerabilities: Mawson relies on a limited number of global suppliers for specialized hardware (Miners, MDCs, transformers), with manufacturing primarily in China. Disruptions from overwhelming demand, geopolitical tensions, trade policies (e.g., tariffs), or supplier defaults could adversely affect operations. Geographic Concentration: The concentration of Miner manufacturing in China exposes Mawson to geopolitical and trade policy risks. Capacity Constraints: Operations require significant and cost-effective electrical power. Prolonged power outages, increased power prices, or inability to secure sufficient power could materially impact profitability and growth. Internet connection outages at sites also pose a risk to mining operations.

Financial & Regulatory Risks

Market & Financial Risks: Mawson has a history of operating losses and negative working capital, raising substantial doubt about its ability to continue as a going concern. The Company needs to raise significant additional capital to fund operations and meet debt obligations. The Company's debt of $25.2 million is currently overdue and subject to disputes. Foreign Exchange: Fluctuations in the U.S. Dollar to Australian Dollar exchange rate have impacted foreign currency transaction gains/losses, particularly due to Australian Dollar denominated liabilities in 2025. Credit & Liquidity: The Company's ability to raise adequate capital on favorable terms is uncertain, and failure to do so could lead to significant dilution, asset sales, or cessation of operations. Regulatory & Compliance Risks: The digital assets industry is subject to an evolving and uncertain regulatory landscape in the U.S. and globally. Future regulations, including caps, taxes, or licensing regimes, could severely restrict operations. Increased scrutiny on energy consumption and environmental impact of Bitcoin mining could lead to new legislation or increased costs. Mawson is also subject to numerous federal, state, and local permits and licenses, with non-compliance potentially leading to delays, penalties, or operational curtailment. Legal Proceedings: Mawson is involved in material litigation, including disputes over the Marshall Loan, W Capital Loan, Celsius Promissory Note, and colocation agreements, as well as securities law litigation and actions related to its former CEO. These proceedings are costly, time-consuming, and could result in substantial payments or adverse impacts on business.

Geopolitical & External Risks

Geographic Dependencies: Reliance on Miner manufacturing in China exposes the Company to risks from geopolitical tensions, trade policies, and potential export/import restrictions. Trade Relations: U.S. tariffs on foreign imports, particularly from China, could increase hardware purchase costs. Sanctions & Export Controls: Not explicitly detailed as a direct risk, but implied by broader trade and geopolitical considerations.

Innovation & Technology Leadership

Research & Development Focus: Core Technology Areas: Mawson focuses on designing, building, and operating next-generation digital infrastructure platforms for AI, HPC, and digital asset applications. A key area of innovation is its energy management business, which continuously refines proprietary financial models and analytical software to optimize power usage and participation in grid programs. The GPU pilot program is central to developing a scalable framework for AI cloud and infrastructure provision, building internal technical expertise in runtime optimization, pricing dynamics, and network placement for future GPU deployments. Innovation Pipeline: The Company is actively refining its listing strategy and expanding certification coverage for GPU rollouts to accelerate deployment speed and scale.

Intellectual Property Portfolio: The filing does not explicitly detail Mawson's patent strategy or licensing programs. However, it acknowledges that intellectual property disputes are common in the AI industry, posing a risk to its AI/HPC colocation business.

Technology Partnerships: Mawson has launched its GPU pilot program on a major, leading decentralized AI network, indicating strategic alliances in the AI technology space.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: Mawson's business direction and operations are heavily reliant on a small number of key executives. The Company has experienced management turnover, including the departure of its former CEO and President in July 2025, which creates uncertainties and could adversely affect business. The ability to attract, retain, and motivate qualified personnel, particularly in a competitive industry, is critical for future success and growth.

Board Composition: The Board comprises three independent directors: Ryan Costello (Independent Board Chair, since 2024), Steven Soles (Independent Director, since 2025, and Audit Committee Chair), and Kathryn Yingling Schellenger (Independent Director, since 2025). All Board members are deemed independent under Nasdaq rules. Steven Soles is recognized as an "audit committee financial expert." The Board has established an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Strategic Transactions Committee. In February 2026, the Board adopted a stockholder rights plan to protect against unsolicited control acquisitions.

Human Capital Strategy

Workforce Composition: As of December 31, 2025, Mawson had 33 full-time employees. Employees leverage software and technology to optimize operations and digital infrastructure. The Company also utilizes external contractors for specialized expertise in legal, audit, financial, IT, and compliance.

Talent Management: Acquisition & Retention: Mawson's future success is significantly dependent on its ability to attract, retain, and motivate qualified management and key employees in a highly competitive industry. The Company acknowledges that competitors may offer superior compensation or opportunities. Mawson currently has limited personnel to meet its organizational, operating, and administrative demands, and any failure to attract or retain key talent could adversely affect business and operating results.

Diversity & Development: The filing does not provide specific metrics or programs related to diversity or employee development.

Environmental & Social Impact

Environmental Commitments: Climate Strategy: Mawson is committed to prioritizing carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms, supporting environmentally sustainable growth in the digital economy. The Company recognizes the role of digital asset mining, AI, and HPC in supporting the energy grid and actively seeks to utilize and support renewable or sustainable energy sources. Mawson participates in energy management programs, allowing it to curtail energy usage during peak demand or low supply periods, thereby contributing to grid stability and potentially reducing prices for other users. Supply Chain Sustainability: The filing does not provide specific details on supply chain sustainability initiatives or supplier engagement on ESG requirements.

Social Impact Initiatives: Mawson engages with local communities to attract and retain talent for its operations. The filing does not detail broader community investment or product social impact initiatives.

Business Cyclicality & Seasonality

Demand Patterns: Mawson's business is sensitive to economic conditions and industry cycles. The pricing of digital assets, particularly Bitcoin, is highly volatile, characterized by extreme upturns and downturns, which directly impacts revenue generation. Energy price volatility also significantly affects operational costs. The Bitcoin network's inherent "halving" events (reducing block rewards) and bi-weekly "difficulty" adjustments are key industry-specific cyclical patterns that influence mining profitability.

Planning & Forecasting: Mawson employs proprietary financial models and analyses, which are continuously refined, to optimize its participation in energy management programs and adapt energy usage to grid needs. The Company provides guidance on expected financial and business performance, acknowledging the inherent uncertainty in predicting future events and the potential for actual results to vary from assumptions.

Regulatory Environment & Compliance

Regulatory Framework: The AI/HPC and digital assets industries are subject to a rapidly evolving regulatory landscape at federal, state, and international levels. Mawson is required to obtain and comply with numerous permits and licenses, a process that can be lengthy and costly, with potential for denial, revocation, or modification. While Bitcoin and Bitcoin mining are currently legal in the U.S., future regulations, including caps, taxes, or licensing regimes, could severely restrict operations. There is increasing regulatory focus on the energy and environmental impact of Bitcoin mining. Trade & Export Controls: Trade policies, such as export/import restrictions, quotas, or tariffs, could impact the Company's ability to procure hardware from international suppliers, particularly from China. Legal Proceedings: Mawson is involved in several material legal disputes, including:

• Securities Laws Litigation: Mawson filed a complaint against Endeavor Blockchain, LLC and associated persons in January 2026, alleging violations of securities laws related to inaccurate Schedule 13D filings and undisclosed intent to change control. The court granted a motion to dismiss, and Mawson is evaluating its options.
• CTG Colocation Agreement: A fee dispute with Consensus Colocation PA LLC (CTG) led to arbitration, which was fully settled and dismissed with prejudice in February 2026.
• Celsius Promissory Note and Colocation Agreement: Mawson is involved in ongoing litigation with Celsius Network, LLC and Ionic Digital Mining LLC regarding a $10.8 million promissory note and colocation agreement. A confidential settlement was reached in February 2026 with Ionic Digital Mining LLC, resolving claims against Mawson and its subsidiaries, with settlement amounts already paid. Celsius Network, LLC announced it would voluntarily dismiss its remaining arbitration claims against Mawson, though Mawson's counterclaims for damages remain active.
• Marshall Loan and W Capital Loan: Mawson is a guarantor for disputed loans totaling $12.6 million (Marshall Loan) and $1.7 million (W Capital Loan), both in default. An involuntary bankruptcy petition filed by these creditors in December 2024 was dismissed in November 2025, with Mawson filing an adversary proceeding in December 2025 seeking damages for bad faith filing.
• Other Litigation: Mawson is also engaged in civil lawsuits with Blockware Solutions, LLC (ongoing settlement discussions), CleanSpark, Inc. (breach of contract for $2.0 million), Vertua Property, Inc. (breach of lease and wrongful termination), and its former CEO, Rahul Mewawalla (Mawson's action dismissed, Mewawalla's action for retaliation and breach of contract ongoing).

Tax Strategy & Considerations

Tax Profile: For the year ended December 31, 2025, Mawson's effective tax rate was -0.1%, compared to -2.2% in 2024. The Company has approximately $84.2 million in indefinite-lived U.S. Federal net operating losses (NOLs) and $110.6 million in U.S. state NOLs. A valuation allowance of $26.1 million was recorded against deferred tax assets in 2025, an increase of $4.6 million, primarily due to current year tax losses and changes in tax versus book basis for fixed assets and stock compensation. Mawson has made no provision for U.S. income taxes on undistributed non-U.S. earnings as it no longer operates outside the United States. The Company had no unrecognized income tax benefits or associated interest/penalty accruals as of December 31, 2025.

Insurance & Risk Transfer

Risk Management Framework: Mawson recognizes the importance of assessing, identifying, and managing cybersecurity risks, implementing processes and technologies to prevent, detect, and mitigate incidents. The Company's cybersecurity risk management is integrated into its overall enterprise risk management program. Insurance Coverage: Due to the nature of its industry, Mawson may face challenges in obtaining or maintaining certain types of business insurance at commercially viable premiums. Risk Transfer Mechanisms: Mawson does not use derivatives to hedge Bitcoin prices. However, it has a Power Supply Agreement (PSA) with Energy Harbor LLC, classified as a derivative asset, which is measured at fair value. This PSA involves pre-payment of collateral based on forward cost differences between market rates and fixed contract prices, serving as a risk transfer mechanism for power supply.