Every 8-K that Keel Infrastructure Corp. (KEEL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow KEEL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KEEL filings page.
Keel Infrastructure Corp. reported a challenging second quarter of 2026 as it continues its pivot from Bitcoin mining to high‑performance computing infrastructure. Revenue from continuing operations was about $30.4 million, down 50% year over year, mainly due to lower average Bitcoin prices and the shutdown of U.S. cryptocurrency mining at Moses Lake in April 2026.
Cost of revenues rose significantly, driving a gross loss of roughly $86.8 million and an operating loss of about $140.8 million, versus operating income a year earlier. Loss from continuing operations was $64.0 million, and net loss was approximately $65.0 million. Adjusted EBITDA from continuing operations declined to negative $23.7 million in Q2 2026 from positive $6.6 million in Q2 2025.
Keel emphasized its balance sheet strength during this transition. It raised $458 million via a convertible note offering in the quarter and, as of August 7, 2026, held total liquidity of about $819 million, including $698 million in unrestricted cash and $121 million in unencumbered Bitcoin. The company sold 1,085 BTC for $75 million as part of winding down its Bitcoin position, leaving 1,861 BTC. Management highlighted progress on permitting and site development across its three priority North American HPC data center sites and the decommissioning of all U.S. Bitcoin mining operations.
Keel Infrastructure Corp. appointed Ganesh Aiyer, age 55, as President, effective July 6, 2026, reporting to CEO Ben Gagnon. He previously served as Chief Business Officer at Digital Realty Trust and held senior roles at Schneider Electric and Dell Technologies.
Under an at-will employment agreement with a Keel subsidiary, Mr. Aiyer will receive a $500,000 annual base salary and be eligible for a short-term incentive bonus targeted at 100% of salary, based on corporate and individual KPIs. Subject to board approval, he will also receive 100,000 stock options vesting in January 2027 and $1.5 million in restricted stock units vesting through January 2028, along with standard benefits, retirement plan eligibility and severance protections that increase in the event of a qualifying change of control.
Keel Infrastructure Corp. has changed its external auditor following its move from Canada to the United States. The company’s audit committee approved PricewaterhouseCoopers LLP (United States) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing PricewaterhouseCoopers LLP (Canada).
The change is described as a consequence of Keel’s redomiciliation and not the result of any audit concerns. PwC Canada’s reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with PwC Canada during those periods or the subsequent interim period through June 11, 2026.
Keel Infrastructure Corp. completed a private offering of $458,000,000 aggregate principal amount of 1.250% Convertible Senior Notes due 2032, fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms Ltd. The Notes bear 1.250% interest, payable semi-annually, and mature on January 15, 2032, with limited conversion rights until October 15, 2031 and full holder conversion rights thereafter.
The initial conversion rate is 134.9073 shares of common stock per $1,000 principal amount, implying an initial conversion price of about $7.41 per share, and is subject to customary adjustments and make-whole increases upon certain corporate events. Keel may settle conversions in cash, stock, or a combination and may redeem the Notes after July 20, 2029 if its share price meets a 130% conversion-price trigger.
To manage potential dilution and cash outflows on conversion, Keel entered into capped call transactions covering the shares underlying the Notes, with a cap price initially set at $11.86 per share, a 100.0% premium to the last reported share price on June 4, 2026. The capped calls cost approximately $41.7 million. The company states that proceeds from the offering are expected to improve flexibility for value-add investments across current developments, and notes that existing liquidity is expected to be sufficient to develop its Panther Creek, Sharon, and Moses Lake projects through leasing.
Keel Infrastructure Corp. is raising capital through an offering of $400 million aggregate principal amount of 1.250% convertible senior notes due 2032, upsized from a previously announced $350 million deal. Initial purchasers also have a 13‑day option to buy up to an additional $58 million of notes.
The notes carry a 1.250% annual coupon, payable semi‑annually, and mature on January 15, 2032. They are initially convertible at 134.9073 shares per $1,000 of notes, implying a conversion price of about $7.41, a 25% premium to the $5.93 share price on June 4, 2026. Keel may settle conversions in cash, stock, or both.
Keel plans to use part of the net proceeds to fund capped call transactions with a cap price of $11.86 per share, a 100% premium to the same reference price, to help limit potential dilution or excess cash payments upon conversion. Remaining proceeds are earmarked for general corporate purposes, including deposits for long‑lead equipment and collateral for letters of credit tied to expanding or accelerating data center development projects.
Keel Infrastructure Corp. plans a private offering of $350 million aggregate principal amount of convertible senior notes due 2032, subject to market and required exchange approvals. Initial purchasers are expected to receive a 13‑day option to buy up to an additional $58 million of notes.
The notes will be senior unsecured obligations of Keel, fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms Ltd. They will accrue interest payable semi‑annually and will be convertible into cash, Keel common stock, or a combination, at Keel’s election, with specific terms set at pricing.
Keel intends to use part of the net proceeds to enter into capped call transactions designed to limit dilution or higher cash outlay on conversion, with the remainder earmarked for general corporate purposes, including deposits and collateral for data center development projects.
Keel Infrastructure Corp., successor to Bitfarms, reported significantly weaker results for the quarter ended March 31, 2026. Revenue was $36,992,000, down 22% from $47,651,000 a year earlier, while cost of revenues rose to $63,297,000, leading to a gross loss of $26,305,000 and a gross margin of -71%.
Operating loss widened to $98,388,000 from $34,841,000, reflecting higher general and administrative expenses, larger fair value losses on digital assets, and an impairment of long‑lived assets. Net loss increased to $145,353,000 from $55,553,000, including losses from discontinued operations.
Keel reported EBITDA of -$100,006,000 versus -$20,320,000 and a negative EBITDA margin of -270%. Adjusted EBITDA fell to -$16,710,000 from $6,903,000, as digital asset volatility, debt extinguishment, and other non‑recurring costs weighed on results. Despite this, management highlighted approximately $533,000,000 of liquidity as of May 8, 2026, including $336,000,000 in cash and $197,000,000 in unencumbered Bitcoin, to fund development at its Panther Creek, Sharon, and Moses Lake projects.