[8-K] Mawson Infrastructure Group Inc. Reports Material Event

Rhea-AI Filing Summary

Moody’s Corp. (MCO) – Form 4 insider activity

• Reporting person: SVP & Chief Financial Officer Noemie Clemence Heuland.
• Date of earliest transaction: 29 Jul 2025.
• Employee stock option exercise: 783 options converted at an exercise price of $391.67.
• Sales: 114.431 shares sold at a weighted-average $508.84 and 783 shares sold at $508.15.
• Net disposition: 897.431 shares (~$456k in proceeds) leaving 2,148 common shares directly owned.
• Derivative position: 2,349 options remain outstanding, exercisable through 7 May 2034.

The filing shows a modest reduction of the CFO’s equity stake and a same-day cashless exercise/sale of vested options; no company-level financial metrics are included.

Positive

• None.

Negative

• CFO reduced direct ownership by 897.431 shares, potentially signaling limited short-term confidence.
• Net insider sale valued at roughly $456k, adding a mild bearish governance optic.

Insights

Sell-Side Equity Analyst

TL;DR: CFO net sold ~897 shares, trimming direct stake; minor but directionally negative signal.

The transactions total roughly $456k in gross proceeds and cut direct ownership to 2,148 shares. While the amount is small relative to Moody’s $92 bn market cap, insider selling by a newly appointed CFO can be interpreted as a short-term negative sentiment indicator. The exercise-and-sell pattern suggests liquidity, not accumulation. Remaining option exposure (2,349 shares) provides upside alignment but represents limited delta. On balance the filing is not financially material to MCO’s fundamentals yet sends a mildly bearish governance signal.

Corporate Governance Specialist

TL;DR: Routine 10b5-1 style sale; governance impact low, optics mildly negative.

Heuland disclosed a Rule 10b5-1 transaction, mitigating concerns over opportunistic trading. The small volume (under 0.01 % of shares outstanding) and continued option holding temper governance risk. Nonetheless, investors often view executive net sales—especially from a finance chief—as a cautious indicator. No policy breaches detected.

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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): July 24, 2025

Mawson Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40849		88-0445167
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

950 Railroad Ave, Midland, PA		15059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1-412-515-0896

(Former name or former address, if changed since last report)

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		MIGI		The 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on January 24, 2025, Mawson Infrastructure Group Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the 33 consecutive business days preceding the date of the Notice, the Company’s Market Value of Listed Securities (“MVLS”) was less than the $35.0 million minimum required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff provided the Company with 180 calendar days, or until July 23, 2025 (the “Compliance Date”), to regain compliance with the MVLS Rule.

On July 24, 2025, the Company received written notice (the “Delisting Notice”) from the Staff indicating that based upon the Company’s continued non-compliance with the MVLS Rule on the Compliance Date, the Company’s securities were subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any further suspension or delisting action by the Staff at least pending the hearing before the Panel. At the hearing, the Company will request an extension to regain compliance with the MVLS Rule.

There can be no assurance that the Company will be able to regain compliance with the MVLS Rule or maintain compliance with all other Nasdaq listing requirements. If the Company’s appeal is denied or if it fails to regain compliance with Nasdaq’s continued listing standards during any period granted by the Panel, the Company’s common stock will be subject to delisting from Nasdaq.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Examples of forward-looking statements herein include, among others, statements regarding the Company’s ability to regain compliance with Nasdaq’s listing standards and anticipated actions to be taken by Nasdaq in the future.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility of the Company’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of digital assets, further or new regulation of digital assets and artificial intelligence (“AI”), the evolution of AI and high-performance computing (“HPC”) market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025 and in other filings the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

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SIGNATURES

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

	Mawson Infrastructure Group Inc.
Date: July 30, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

How many Moody's (MCO) shares did the CFO sell on 29 Jul 2025?

The filing reports sales of 114.431 shares at $508.84 and 783 shares at $508.15, totaling 897.431 shares.

What was the exercise price of the options converted by the CFO?

The 783 employee stock options were exercised at an exercise price of $391.67 per share.

How many Moody's shares does the CFO own after the transactions?

Following the reported trades, the CFO directly owns 2,148 common shares.

Does the CFO still hold derivative securities after these trades?

Yes. 2,349 employee stock options remain outstanding, expiring 7 May 2034.

Were the sales executed under a Rule 10b5-1 trading plan?

The form’s checkbox indicates the transaction was conducted pursuant to a Rule 10b5-1(c) plan.