Executive contracts reset at Keel Infrastructure (NASDAQ: BITF) after redomicile

Rhea-AI Filing Summary

Keel Infrastructure Corp. updated its executive employment arrangements following its U.S. redomiciliation. New agreements were entered into with Chief Operating Officer Liam Wilson, Chief Financial Officer Jonathan Mir, and EVP & General Counsel Rachel Silverstein, aligning their terms under a standardized Form of Employment Agreement.

Mir and Wilson each receive a proposed new base salary of $478,888 and a Short-Term Incentive Plan bonus opportunity of 100% of salary, for target total cash compensation of $957,776. Silverstein’s proposed base salary is $378,888 with a 70% STIP target, for $644,110 in target total cash compensation.

The executives remain eligible for Performance Share Units, Restricted Share Units, and participation in Keel’s long-term incentive and benefit plans. The agreements include confidentiality, non-solicitation, and one-year non-competition covenants, plus severance protections that can provide up to 18 months of base salary for Mir and Wilson and up to 12 months for Silverstein, along with prorated bonuses and continued health coverage after qualifying terminations.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

COO base salary: $478,888 CFO base salary: $478,888 General Counsel base salary: $378,888 +5 more

8 metrics

COO base salary $478,888 Proposed new annual base salary for Liam Wilson

CFO base salary $478,888 Proposed new annual base salary for Jonathan Mir

General Counsel base salary $378,888 Proposed new annual base salary for Rachel Silverstein

STIP target Mir & Wilson 100% of base salary Annual cash bonus opportunity under STIP

STIP target Silverstein 70% of base salary Annual cash bonus opportunity under STIP

Target total cash Mir & Wilson $957,776 Salary plus target STIP bonus

Target total cash Silverstein $644,110 Salary plus target STIP bonus

Maximum severance period 18 months / 12 months Mir & Wilson up to 18 months; Silverstein up to 12 months

Key Terms

Short-Term Incentive Plan, Performance Share Units, Restricted Share Units, non-competition, +2 more

6 terms

Short-Term Incentive Plan financial

"annual cash bonus, as a percentage of base salary, under the Short-Term Incentive Plan"

Performance Share Units financial

"eligible to receive grants of Performance Share Units and Restricted Share Units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Restricted Share Units financial

"eligible to receive grants of Performance Share Units and Restricted Share Units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

non-competition regulatory

"Agreement Regarding Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

Good Reason financial

"resignation for “Good Reason” as set forth in the Form Employment Agreement"

Without Cause financial

"severance payments upon a termination “Without Cause” or resignation for “Good Reason”"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

Keel Infrastructure Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40370		41-4266374
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

120 Broadway, Suite 1075, New York, New York		10004
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (929)-264-5151

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		KEEL		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Employment Agreements

In connection with the previously announced U.S. redomiciliation transaction that closed on April 1, 2026, the Keel Board approved a new form of employment agreement to be used with its officers (the “Form of Employment Agreement”). Keel entered into a new employment agreement on April 1, 2026, with Liam Wilson, Chief Operating Officer and on April 2, 2026, with Rachel Silverstein, EVP, General Counsel and Corporate Secretary and Jonathan Mir, Chief Financial Officer, in each case, based on the Form of Employment Agreement (collectively, the “Executive Employment Agreements”). Benjamin Gagnon, Chief Executive Officer, remains subject to his employment with the Company dated August 8, 2025.

Under the Executive Employment Agreements, Messrs. Mir and Wilson, and Ms. Silverstein are entitled to the following annual base salary and annual cash bonus, as a percentage of base salary, under the Short-Term Incentive Plan (“STIP”):

Name		Proposed New Base Salary				New STIP %				Target Total Cash Compensation
Jonathan Mir		$	478,888				100	%		$	957,776
Liam Wilson		$	478,888				100	%		$	957,776
Rachel Silverstein		$	378,888				70	%		$	644,110

In addition to the annual STIP cash bonus, executive officers are eligible to receive grants of Performance Share Units and Restricted Share Units as a supplemental component of the STIP at the sole discretion of the Keel Board. Executive officers are also eligible to participate in the Amended and Restated Keel Infrastructure Corp. Long-term Performance Incentive Plan (formerly known as Bitfarms Ltd. Long-term Incentive Plan), insurance, health, retirement, and other benefit plans.

Under the Form of Employment Agreement each officer is required to execute the Agreement Regarding Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property as a condition of employment, which prohibits officers, during employment and for a period of one year thereafter, from competing with Keel and, for one year following termination of employment, from soliciting Keel’s customers and employees for a competing business.

Further, the Form of Employment Agreement contains certain rights of the officers and Keel to terminate the employment of the officers, including a termination by Keel for “Cause” as defined in the Form of Employment Agreement. The Form of Employment Agreement also specifies certain compensation due following termination of employment, including severance payments upon a termination “Without Cause” or resignation for “Good Reason” as set forth in the Form Employment Agreement, in which case officers are entitled, following termination, to 12 months of base salary severance (six months of base salary severance for Ms. Silverstein), with an additional two months of base salary severance for each completed year of service, up to a total of 18 months (12 months for Ms. Silverstein), a prorated annual cash bonus, and continued health insurance coverage for the duration equal to their respective base salary severance period.

The foregoing description of the Form of Employment Agreement is a general description only and is qualified in its entirety by reference to the Form of Employment Agreement, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1*		Form of Employment Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Keel Infrastructure Corp.
	(Registrant)
Date: April 3, 2026	By:	/s/ Rachel Silverstein
		Rachel Silverstein
		EVP, General Counsel and Corporate Secretary

3

FAQ

What executive employment changes did Keel Infrastructure (BITF) disclose?

Keel Infrastructure entered new employment agreements with COO Liam Wilson, CFO Jonathan Mir, and EVP & General Counsel Rachel Silverstein. These agreements standardize compensation, severance, and restrictive covenants following the company’s U.S. redomiciliation completed on April 1, 2026, and align all three under a common contract form.

What are the new base salaries for Keel Infrastructure (BITF) executives?

COO Liam Wilson and CFO Jonathan Mir each have a proposed new base salary of $478,888. EVP, General Counsel and Corporate Secretary Rachel Silverstein has a proposed base salary of $378,888. These salary levels form the foundation for their cash bonus opportunities and severance calculations.

How does the Short-Term Incentive Plan work for Keel Infrastructure (BITF) executives?

Under the Short-Term Incentive Plan, Mir and Wilson have target annual cash bonuses equal to 100% of base salary, while Silverstein’s target is 70%. This results in target total cash compensation of $957,776 for Mir and Wilson and $644,110 for Silverstein when salary and target bonus are combined.

What severance benefits do Keel Infrastructure (BITF) executives receive under the new agreements?

Upon termination without cause or resignation for good reason, Mir and Wilson receive 12 months of base salary severance plus two additional months per completed year of service, up to 18 months. Silverstein receives six months plus similar increments, capped at 12 months, prorated bonus, and continued health coverage.

What non-compete and non-solicitation restrictions apply to Keel Infrastructure (BITF) executives?

Each executive must sign an Agreement Regarding Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property. It restricts competition with Keel during employment and for one year afterward, and prohibits soliciting Keel’s customers and employees for a competing business for one year after employment ends.

Are Keel Infrastructure (BITF) executives eligible for equity-based incentives?

Yes. The executives are eligible for grants of Performance Share Units and Restricted Share Units as supplemental Short-Term Incentive Plan components at the Keel Board’s discretion. They may also participate in the Amended and Restated Keel Infrastructure Corp. Long-term Performance Incentive Plan and standard benefit programs.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM OF EMPLOYMENT AGREEMENT 152.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB