Mawson Infrastructure board, CEO shift in 13D update

Mawson Infrastructure Group Inc. and a shareholder group led by Endeavor Blockchain, LLC entered into a Cooperation Agreement that reshapes the company’s board and senior leadership.

Rhea-AI Filing Summary

Mawson Infrastructure Group Inc. and a shareholder group led by Endeavor Blockchain, LLC entered into a Cooperation Agreement that reshapes the company’s board and senior leadership. Three directors resigned and seven new directors, including Joshua Kilgore, Cody Smith and Phillip Stanley, were appointed.

Mr. Kilgore became Executive Chairman, Mr. Stanley became Chief Executive Officer and Mr. Smith became Chief Operating Officer, with all changes effective in early April 2026. The reporting persons collectively report beneficial ownership of up to 1,508,000 shares, or 27.5% of Mawson’s common stock, based on 5,486,730 shares outstanding as of March 31, 2026.

The Cooperation Agreement also includes mutual litigation standstill and non-disparagement provisions that apply for three years, signaling a negotiated end to prior disputes between the shareholder group and the company.

Insights

Governance and activism analyst

Activist holders secure significant board and management changes at Mawson.

The filing shows a shareholder group led by Endeavor Blockchain, LLC and Joshua Kilgore holding up to 27.5% of Mawson Infrastructure’s common stock. Through a Cooperation Agreement, they negotiated three director resignations and seven new director appointments plus key executive changes.

Joshua Kilgore becomes Executive Chairman, while Phillip Stanley and Cody Smith take over as CEO and COO. This effectively shifts control of strategic direction to the activist-aligned group. The agreement’s three-year non-disparagement and litigation standstill provisions reduce legal overhang but also formalize the new power balance between the company and these investors.

The filing states no share transactions in the last sixty days, so the change stems from governance negotiations rather than new buying or selling. Future company filings may detail how the new board and leadership team intend to adjust Mawson’s operating or capital allocation strategy.

Key Figures

Endeavor Blockchain beneficial ownership: 1,500,000 shares (27.3%) Joshua Kilgore beneficial ownership: 1,508,000 shares (27.5%) Cody Smith beneficial ownership: 75,000 shares (1.4%) +4 more

7 metrics

Endeavor Blockchain beneficial ownership 1,500,000 shares (27.3%) Mawson common stock as reported on cover page

Joshua Kilgore beneficial ownership 1,508,000 shares (27.5%) Mawson common stock as reported on cover page

Cody Smith beneficial ownership 75,000 shares (1.4%) Mawson common stock as reported on cover page

PM Squared, LLC beneficial ownership 4,397 shares (0.1%) Mawson common stock as reported on cover page

Phillip Stanley beneficial ownership 4,397 shares (0.1%) Mawson common stock as reported on cover page

Shares outstanding 5,486,730 shares Mawson common stock outstanding as of March 31, 2026

Cooperation Period length 3 years Non-disparagement and litigation provisions from April 4, 2026

Key Terms

Cooperation Agreement, beneficially owned, sole voting power, shared dispositive power, +2 more

6 terms

Cooperation Agreement financial

"the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

beneficially owned financial

"for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"See rows (7) through (10) of the cover pages ... sole or shared power to vote or direct the vote"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Shared Dispositive Power 1,500,000.00"

Schedule 13D regulatory

"The filing of this shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

non-disparagement provisions financial

"as well as certain non-disparagement provisions, which will remain in place from the period beginning on the date of the Cooperation Agreement"

FAQ

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

What governance changes at Mawson Infrastructure Group (MIGI) are disclosed in this Schedule 13D/A amendment?

The amendment reports a Cooperation Agreement that reconstitutes Mawson’s board and leadership. Three directors resigned, seven new directors were appointed, and Joshua Kilgore became Executive Chairman, with Phillip Stanley as CEO and Cody Smith as COO, effective in early April 2026.

How much of Mawson Infrastructure (MIGI) stock does the reporting group beneficially own?

The filing states that Joshua Kilgore beneficially owns 1,508,000 shares, representing 27.5% of Mawson’s common stock. These percentages are based on 5,486,730 shares outstanding as of March 31, 2026, as reported in Mawson’s Annual Report on Form 10-K.

Who are the key members of the shareholder group in this Mawson Infrastructure (MIGI) Schedule 13D/A?

Key reporting persons include Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, PM Squared, LLC and Phillip Stanley. Endeavor reports beneficial ownership of 1,500,000 shares, or 27.3% of the company’s common stock, based on the outstanding share count disclosed by Mawson.

What does the Cooperation Agreement between Mawson Infrastructure (MIGI) and the reporting persons cover?

The Cooperation Agreement covers board changes, executive appointments, and dispute resolution. It includes mutual agreements not to initiate legal proceedings, release of most existing claims, and non-disparagement obligations, all lasting through a defined three-year Cooperation Period from April 4, 2026.

Did the reporting shareholders in Mawson Infrastructure (MIGI) trade shares recently according to this filing?

No. The amendment explicitly states the reporting persons have not entered into any transactions in Mawson common shares during the past sixty days. The changes disclosed result from negotiated governance arrangements rather than recent share purchases or sales by the reporting group.

How is Endeavor Blockchain, LLC’s voting power in Mawson Infrastructure (MIGI) described?

Endeavor Blockchain, LLC reports shared voting and shared dispositive power over 1,500,000 Mawson shares, with no sole voting or dispositive power. This equates to 27.3% of Mawson’s common stock, based on 5,486,730 shares outstanding as of March 31, 2026.

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

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Accepted by SEC EDGAR 04/07/2026 - 05:02 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. 8)

Mawson Infrastructure Group Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

57778N307

(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

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

04/04/2026

(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 Number(s): 57778N307

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)

27.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 57778N307

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)

27.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 57778N307

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)

1.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 57778N307

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 Number(s): 57778N307

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. 8 to the Schedule 13D filed by the undersigned ("Amendment No. 8"). This Amendment No. 8 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 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On April 4, 2026, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, pursuant to which, the Issuer agreed to accept the resignations of Ryan Costello, Steven Soles and Kathryn Yingling Schellenger (the "Departing Directors") from the Issuer's board of directors (the "Board"), effective as of April 6, 2026, and to appoint Kyle B. Danges, K. Rodger Davis, Lisa Hough, Cody Smith and Phillip Stanley (the "New Directors") to the Board, effective contemporaneously with such resignations. In addition, on April 6, 2026, the Issuer further reconstituted the Board and appointed Joshua Kilgore and Daniel J. Morrison to the Board. In addition, Mr. Kilgore was appointed Executive Chairman of the Board, Mr. Stanley was appointed Chief Executive Officer of the Issuer and Mr. Smith was appointed Chief Operating Officer of the Issuer. Each of the new Board and executive leadership appointments were effective immediately. Pursuant to the Cooperation Agreement, the Reporting Persons and the Issuer also agreed to certain litigation-related provisions, including agreements by the Issuer and the Reporting Persons not to initiate or pursue any legal proceedings against each other and to release each other from any claims except for those arising out of the Cooperation Agreement, as well as certain non-disparagement provisions, which will remain in place from the period beginning on the date of the Cooperation Agreement until the third anniversary thereof (such period, the "Cooperation Period"). The Cooperation Agreement will terminate upon the expiration of the Cooperation Period; provided, however, that certain provisions survive termination as set forth therein. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 5,486,730 Shares outstanding as of March 31, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: The Reporting Persons have not entered into any transactions in the Shares during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On April 4, 2026, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above. 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: 99.1 - Cooperation Agreement, dated April 4, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on April 6, 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:	04/07/2026

Joshua Kilgore

Signature:	/s/ Joshua Kilgore
Name/Title:	Individual
Date:	04/07/2026

Cody Smith

Signature:	/s/ Cody Smith
Name/Title:	Individual
Date:	04/07/2026

PM Squared, LLC

Signature:	/s/ Phillip Stanley
Name/Title:	Managing Member
Date:	04/07/2026

Phillip Stanley

Signature:	/s/ Phillip Stanley
Name/Title:	Individual
Date:	04/07/2026