8-K
Big Digital Energy, Inc. (BGDE)
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 6, 2026
| MAWSON INFRASTRUCTURE GROUP INC. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | 001-40849 | 88-0445167 |
| --- | --- | --- |
| (State or Other Jurisdiction <br><br>of Incorporation) | (Commission File No.) | (I.R.S. Employer <br><br>Identification No.) |
950 Railroad Avenue,
Midland, Pennsylvania 15059
(Address of Principal Executive Offices) (Zip Code)
(412) 515-0896
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.001 per share | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On April 6, 2026, the Board of Directors (the “Board”) of Mawson Infrastructure Group Inc. (the “Company”) elected Joshua Kilgore and Daniel J. Morrison to the Board, effective immediately.
The Board has determined that Mr. Morrison is independent pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market LLC. Mr. Kilgore was appointed as the Executive Chairman of the Board and Mr. Morrison was appointed to the Audit, Compensation and Nominating and Corporate Governance Committees.
There are no arrangements or understandings between any of the newly appointed directors and any other person pursuant to which each was selected as a director of the Company.
There have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding the newly appointed directors that are required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Appointment of New Executive Officers
On April 6, 2026, the Board appointed Joshua Kilgore as Executive Chairman, Phil Stanley as Chief Executive Officer, and Cody Smith as Chief Operating Officer, effective immediately. Kaliste Saloom, the Company’s current Interim Chief Executive Officer, will remain with the Company as General Counsel to ensure continuity.
The Company has not yet entered into employment agreements or made other compensation arrangements with Messrs. Kilgore, Stanley and Smith at this time. The Company intends to promptly begin negotiations with Messrs. Kilgore, Stanley and Smith with respect to their employment as executive officers of the Company and will disclose any such agreement or arrangements in a subsequent report with the SEC.
Mr. Kilgore, 44, is the Founder and Managing Member of Endeavor Blockchain, LLC, established in 2021, and the majority owner of Big Digital Energy, LLC, since August 2025. Over the past five years, he has led significant investments across Bitcoin mining, AI, and HPC infrastructure. He has executed hundreds of millions of dollars in real estate and infrastructure transactions and has extensive experience in financial oversight, operations, and large-scale asset development.
Mr. Stanley, 44, has served as Chief Executive Officer and Managing Member of PM Squared LLC since 2019, where he oversees financial strategy, investment activities, and operations. He holds Series 7 and Series 66 securities licenses and a degree in Corporate Communications from Texas A&M University.
Mr. Smith, 43, has served as Partner at Big Digital Energy since August 2025. He previously founded Arrowhead Technologies, a cybersecurity firm, and served as its CEO from 2008 until its acquisition in July 2025, advising numerous companies on internal controls, compliance, and security.
There are no arrangements or understandings between Messrs. Kilgore, Stanley or Smith and any other person pursuant to which they were appointed as an officer or director and each of Messrs. Kilgore, Stanley and Smith does not have a direct or indirect material interest in any “related party” transaction required to be separately disclosed pursuant to Item 404(a) of Regulation S-K. None of Messrs. Kilgore, Stanley and Smith has any family relationships with any of the Company’s directors or executive officers.
1
Item 7.01 Regulation FD Disclosure.
On April 8, 2026, the Company issued a press release announcing the reconstitution of the Board and the new executive leadership. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press release issued by Mawson Infrastructure Group Inc., dated April 8, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 8, 2026 | MAWSON INFRASTRUCTURE GROUP INC. | |
|---|---|---|
| By: | /s/ Kaliste Saloom | |
| Name: | Kaliste Saloom | |
| Title: | General Counsel & Corporate Secretary |
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
MAWSON INFRASTRUCTURE GROUP ANNOUNCES RECONSTITUTION OF ITS BOARDAND NEW EXECUTIVE LEADERSHIP TO DRIVE TRANSFORMATION
Company Enters New Phase of Disciplined TransformationAimed at Driving Scalable Growth, Expanding its AI and High-Performance Footprint, and Maximizing Shareholder Value
MIDLAND, PA – April 8, 2026 – Mawson Infrastructure Group Inc. (“Mawson” or the “Company”) today announced the reconstitution of its Board of Directors (the “Board”) following its previously announced cooperation agreement with the Endeavor Investor Group and its affiliates (collectively “Endeavor”).
The reconstituted Board consists of seven new directors: Joshua Kilgore, Phil Stanley, Cody Smith, Lisa R. Hough, Daniel J. Morrison, K. Rodger Davis, and Kyle B. Danges.
In connection with the Board reconstitution, the Company also announced the following executive leadership appointments: Joshua Kilgore as Executive Chairman, Phil Stanley as Chief Executive Officer, and Cody Smith as Chief Operating Officer.
Additionally, Kaliste Saloom, Mawson’s current Interim Chief Executive Officer, will remain with the Company as General Counsel to ensure continuity.
All new Board and executive leadership appointments are effective immediately.
Joshua Kilgore, Executive Chairman of Mawson, commented, “The Board and new management team are excited to lead Mawson forward at this pivotal moment. We believe the Company’s infrastructure footprint and strategic positioning create a compelling opportunity to build a highly valuable digital infrastructure platform. We are fully committed to building the Company into a leading digital infrastructure company and unlocking substantial value for all shareholders.”
Kilgore continued, “Our immediate priorities are clear: stabilizing Mawson’s capital structure, conducting a comprehensive evaluation of operations, and identifying both existing and new assets that can drive long-term value creation. We will move with urgency and discipline to position Mawson as a preeminent infrastructure company serving the rapidly expanding AI and high-performance compute markets.”
BOARD OF DIRECTORS BIOGRAPHIES
Joshua Kilgore
Mr. Kilgore is the Founder and Managing Member of Endeavor Blockchain, LLC, and majority owner of Big Digital Energy, LLC. Over the past five years, he has led significant investments across Bitcoin mining, AI, and HPC infrastructure. He has executed hundreds of millions of dollars in real estate and infrastructure transactions and has extensive experience in financial oversight, operations, and large-scale asset development.
Phil Stanley
Mr. Stanley has served as Chief Executive Officer and Managing Member of PM Squared LLC since 2019, where he oversees financial strategy, investment activities, and operations. He holds Series 7 and Series 66 securities licenses and a degree in Corporate Communications from Texas A&M University.
Cody Smith
Mr. Smith has served as Partner at Big Digital Energy, LLC since August 2025. He previously founded Arrowhead Technologies, a cybersecurity firm, and served as its CEO until its acquisition in July 2025, advising numerous companies on internal controls, compliance, and security.
Lisa R. Hough
Ms. Hough is the Founder of Eberly Energy Ventures LLC, through which she advises on large-scale power development for Bitcoin and AI/HPC infrastructure. She also serves as an Advisor to Trammell Venture Partners, as a Supervisory Board Member of Melanion Digital, on the Board of Directors of the Bitcoin Today Coalition, and as a Founding Board Member of Proof of Workforce.
Daniel J. Morrison
Mr. Morrison is a strategic advisor and investor with deep expertise in energy infrastructure, corporate development, and capital markets. He has sourced and structured large-scale energy deployment opportunities and previously served as Vice President of Corporate Development at Energy & Exploration Partners, as well as CEO of its successor company, Pardus Oil & Gas.
K. Rodger Davis
Mr. Davis currently serves as Managing Director at Ikaria Capital Group, a specialty finance company focused on the healthcare sector. He previously served as Director at White Oak Healthcare Finance, LLC and is Co-Founder and Head of Finance for Green Minting Technologies Corp, a developer of renewable energy generation and digital infrastructure.
Kyle B. Danges
Mr. Danges is the Founder and Principal of KBD Strategy & Execution, LLC, a management consultancy he established in July 2023. Previously, he served as Chief Strategy Officer and Head of Innovative Solutions Businesses at illumifin, and as a Strategy Director at KPMG. He holds a B.S. in Finance from the Smeal College of Business at The Pennsylvania State University.
ABOUT MAWSON
Mawson is a U.S.-based technology company that designs, builds, and operates next-generation digital infrastructure platforms. The company provides services spanning artificial intelligence (AI), high performance computing (HPC), digital assets (including Bitcoin mining), and other intensive compute applications. Mawson delivers both self-mining operations and colocation/hosting for enterprise customers, with a vertically integrated infrastructure model built for scalability and efficiency.
2
A core part of Mawson’s strategy is powering its operations with carbon-free energy resources—including nuclear power—ensuring that its compute platforms support the rapid growth of the digital economy in an environmentally sustainable way. With 129 megawatts of capacity already online and more under development, Mawson is positioning itself as a competitive provider of carbon-aware digital infrastructure solutions.
For more information about Mawson, visit: https://mawsoninc.com.
CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s ability to realize its potential to become a valuable digital infrastructure platform and create value for shareholders. There can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, continued evolution and uncertainty related to technologies and digital infrastructure; our ability to continue as a going concern; our ability to maintain the listing of our common stock on Nasdaq; the availability of our “at-the-market” program and our ability or inability to secure additional funds through equity financing transactions; access to reliable and reasonably priced electricity sources; operational, maintenance, repair, safety, and construction risks; the failure or breakdown of mining equipment, or internet connection failure; our reliance on key management personnel and employees; recent changes in our management personnel, our ability to attract or retain the talent needed to sustain or grow the business; our ability to develop and execute on our business strategy and plans; counterparty risks related to our customers, agreements and/or contracts; the loss of a significant digital colocation customer; adverse actions by creditors, debt providers, or other parties; continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets’ usage; high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business; our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities; failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; the evolution of AI and HPC market and changing technologies; the slower than expected growth in demand for AI, HPC and other accelerated computing technologies; the ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment; the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned; downturns in the digital assets industry; counterparty risks and risks of delayed or delinquent payments from customers and others; inflation, economic or political environment; cyber-security threats; our ability to obtain proper insurance; banks and other financial institutions ceasing to provide services to our industry; changes to the Bitcoin and/or other networks’ protocols and software; the decrease in the incentive or increased network difficulty to mine Bitcoin; the increase of transaction fees related to digital assets; the fraud or security failures of large digital asset exchanges; the regulation and taxation of digital assets like Bitcoin; our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; how our common stock shares may and/or will be impacted by the dismissal of the involuntary petition filed against us in the United States Bankruptcy Court for the District of Delaware; material litigation, investigations, or enforcement actions, including by regulators and governmental authorities; and other risks described in Mawson’s filings with the SEC. Mawson undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this release, except as required by law. Additional information regarding these and other factors can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q.
CONTACT
Investor Relations: IR@mawsoninc.com
Partnerships: Partnerships@mawsoninc.com
Media and Press: mediarelations@mawsoninc.com
Website: www.mawsoninc.com
3