Mawson holder group reports 45.6% stake, targets board

A group led by Endeavor Blockchain, LLC filed Amendment No. 7 to its Schedule 13D on Mawson Infrastructure Group Inc., reporting beneficial ownership of up to 1,508,000 shares, or 45.6% of the common stock.

Rhea-AI Filing Summary

A group led by Endeavor Blockchain, LLC filed Amendment No. 7 to its Schedule 13D on Mawson Infrastructure Group Inc., reporting beneficial ownership of up to 1,508,000 shares, or 45.6% of the common stock. The reporting persons – Endeavor Blockchain, Joshua Kilgore, Cody Smith, PM Squared, LLC and Phillip Stanley – are acting as a group under a March 16, 2026 Group Agreement with Big Digital Energy LLC.

On March 16, 2026 they filed a consent solicitation on Schedule 14A seeking to remove, without cause, all current directors Ryan Costello, Steven Soles and Kathryn Yingling Schellenger, as well as any new appointees after that date, and to install new directors. In an attached press release, they state they are pursuing this because they believe the board has shown governance and capital allocation shortcomings that have harmed shareholder value.

Insights

Activist investing analyst

Large holder launches board-removal campaign at Mawson Infrastructure.

The filing shows a coordinated investor group, led by Endeavor Blockchain and individuals including Joshua Kilgore, reporting up to 45.6% beneficial ownership of Mawson Infrastructure Group’s common stock. This stake gives the group substantial influence in any shareholder vote or consent process.

The group has initiated a consent solicitation on Schedule 14A to remove all current directors, plus any newly appointed directors after March 16, 2026, and to elect replacements. Their stated rationale, in an attached press release, cites perceived governance issues and capital allocation decisions that they believe hurt shareholder value.

This is a significant governance event: a near‑control shareholder group is openly challenging the existing board. Outcomes will depend on how other shareholders respond to the consent solicitation and on any countermeasures the company may pursue in subsequent filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the latest Schedule 13D/A reveal about Mawson Infrastructure Group (MIGI)?

The amendment shows a coordinated investor group reporting up to 1,508,000 Mawson shares, or 45.6% of the common stock. This large stake, led by Endeavor Blockchain and Joshua Kilgore, underpins an activist campaign focused on changing the company’s board of directors.

Who are the reporting persons in the Mawson Infrastructure Group (MIGI) Schedule 13D/A?

The reporting persons are Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, PM Squared, LLC, and Phillip Stanley. They have formed a group, alongside Big Digital Energy LLC, to act together regarding Mawson, primarily through an activist consent solicitation effort.

How much of Mawson Infrastructure Group (MIGI) stock does the activist group report owning?

The filing reports Endeavor Blockchain beneficially owning 1,500,000 shares (45.4%), while Joshua Kilgore reports an aggregate 1,508,000 shares (45.6%). Other group members hold smaller stakes, but together they represent a near‑control ownership position in Mawson’s common stock.

What board changes is the Mawson Infrastructure Group (MIGI) activist group seeking?

The group’s consent solicitation seeks to remove without cause all current directors Ryan Costello, Steven Soles and Kathryn Yingling Schellenger. It also targets any directors appointed after March 16, 2026 and before the consent actions take effect, aiming to replace the entire board slate.

Why is the investor group challenging Mawson Infrastructure Group (MIGI)’s board?

In an attached press release, the group states it is acting because it believes the board has shown a pattern of governance failures, poor capital allocation and ineffective oversight. They argue these issues have led to significant destruction of shareholder value and justify their consent solicitation.

What is the Group Agreement mentioned in the Mawson Infrastructure Group (MIGI) filing?

On March 16, 2026, the reporting persons and Big Digital Energy LLC entered into a Group Agreement. This agreement formalizes their decision to act together as a group with respect to Mawson’s securities, with the stated purpose of enhancing stockholder value at the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/18/2026 - 03:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Mawson Infrastructure Group Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

(CUSIP Number)

JOSHUA KILGORE
5701 Euper Lane, Ste A,
Fort Smith, AR, 72903
479-420-8957

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

CAM C. HOANG
DORSEY & WHITNEY LLP, 50 S. Sixth Street, Suite 1500
Minneapolis, MN, 55402
612-492-6109

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Endeavor Blockchain, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARKANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,500,000.00

11

Aggregate amount beneficially owned by each reporting person

1,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Joshua Kilgore

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,000.00
8	Shared Voting Power 1,500,000.00
9	Sole Dispositive Power 8,000.00
10	Shared Dispositive Power 1,500,000.00

11

Aggregate amount beneficially owned by each reporting person

1,508,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Cody Smith

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 75,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 75,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

75,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

PM Squared, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,397.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,397.00

11

Aggregate amount beneficially owned by each reporting person

4,397.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Phillip Stanley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,397.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,397.00

11

Aggregate amount beneficially owned by each reporting person

4,397.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Mawson Infrastructure Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 950 RAILROAD AVE, MIDLAND, PENNSYLVANIA , 15059.
Item 1 Comment: The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned ("Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended and restated to read as follows: This statement is filed by: (i) Endeavor Blockchain, LLC, an Arkansas limited liability company ("Endeavor Blockchain"), with respect to the Shares directly and beneficially owned by it; (ii) Joshua Kilgore ("Mr. Kilgore") as the Managing Member of Endeavor Blockchain and with respect to the Shares beneficially owned by him; (iii) Cody Smith ("Mr. Smith") with respect to the Shares beneficially owned by him; (iv) PM Squared, LLC (DBA PM Squared Financial), a Texas limited liability company ("PM Squared"), with respect to the Shares directly and beneficially owned by it; and (v) Phillip Stanley ("Mr. Stanley"), as Managing Member of PM Squared and with respect to the Shares beneficially owned by him. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Group as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)	Item 2(b) is hereby amended and restated to read as follows: The principal business address for Endeavor Blockchain and Mr. Kilgore is 5701 Euper Lane, Suite A, Fort Smith, Arkansas 72903. The principal business address for PM Squared and Mr. Stanley is 3117 Marquita Dr. Fort Worth Texas 76116. The principal business address for Mr. Smith is 5473 Blair Rd. STE 100 Dallas TX 75231.
(c)	Item 2(c) is hereby amended and restated to read as follows: The principal business of Endeavor Blockchain is to invest in businesses that own and operate Digital Asset mining infrastructure, and AI/High Performance compute assets. The principal business of PM Squared is building, owning, and operating Digital asset mining, AI, and HPC assets. The principal business of Mr. Kilgore is serving as the managing member of Endeavor Blockchain. The principal business of Mr. Smith is serving as a Partner and co-founder of Big Digital Energy LLC. The principal business of Mr. Stanley is serving as the managing member of PM Squared.
(d)	Item 2(d) is hereby amended and restated to read as follows: No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) is hereby amended and restated to read as follows: No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Item 2(f) is hereby amended and restated to read as follows: Endeavor Blockchain is organized under the laws of the State of Arkansas. PM Squared is organized under the laws of the State of Texas. Messrs. Kilgore, Smith and Stanley are citizens of the United States of America.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On March 16, 2026, the Reporting Persons filed a consent solicitation statement on Schedule 14A with the Securities and Exchange Commission ("SEC") to solicit consents to, among other things, remove without cause all of the directors, Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger (the "Consent Solicitation"), currently serving on the Board of Directors (the "Board") of the Issuer, and, in addition, any person nominated, elected or appointed to the Board to fill any vacancy on the Board or any newly created directorships on or after March 16, 2026 and prior to the time that any of the actions proposed to be taken by the Consent Solicitation become effective. On March 16, 2026, the Reporting Persons issued a press release (the "Press Release") announcing that the Reporting Persons are undertaking the Consent Solicitation because they believe the Board needs to be held accountable for its repeated pattern of governance failures, poor capital allocation decisions and ineffective oversight that has resulted in significant destruction of shareholder value. The full text of the Press Release is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On March 16, 2026, the Reporting Persons and Big Digital Energy LLC entered into a Group Agreement pursuant to which, among other things, to form the group for the purpose of working together to enhance stockholder value at the Company (the "Group Agreement"). The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Press Release, dated March 16, 2026. 99.1 - Group Agreement, dated March 16, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Endeavor Blockchain, LLC

Signature:	/s/ Joshua Kilgore
Name/Title:	Managing Member
Date:	03/18/2026

Joshua Kilgore

Signature:	/s/ Joshua Kilgore
Name/Title:	Individual
Date:	03/18/2026

Cody Smith

Signature:	/s/ Cody Smith
Name/Title:	Individual
Date:	03/18/2026

PM Squared, LLC

Signature:	/s/ Phillip Stanley
Name/Title:	Managing Member
Date:	03/18/2026

Phillip Stanley

Signature:	/s/ Phillip Stanley
Name/Title:	Individual
Date:	03/18/2026