Mawson Infrastructure Group Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File No. 001-40849 Mawson Infrastructure Group Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer:☐Smaller reporting company:☒Emerging growth company:☐ Large accelerated filer:☐Non-accelerated filer:☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025,the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $6.5 million (based on theclosing price of the common stock on June 30, 2025, as reported by the Nasdaq Capital Market). As of March 31, 2026, there were 5,486,730 shares of the registrant’s common stock outstanding. The foregoing takes into account the1-for-20 reverse stock split of the registrant’s common stock that became effective at 5:00 pm Eastern time on November 20, 2025.The registrant’s common stock began trading on a post-reverse split adjusted basis at the open of the market on November 21, 2025. TABLE OF CONTENTS Item 1Business1Item 1ARisk Factors9Item 1BUnresolved Staff Comments30Item 1CCybersecurity31Item 2Properties32Item 3Legal Proceedings32Item 4Mine Safety Disclosures33 PART II34 Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities34Item 6[Reserved]34Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7AQuantitative and Qualitative Disclosures About Market Risk43Item 8Financial Statements and Supplementary Data43Item 9Changes In and Disagreements with Accountants on Accounting and Financial Disclosure44Item 9AControls and Procedures44Item 9BOther Information45Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections45 PART III46 Item 10Directors, Executive Officers and Corporate Governance46Item 11Executive Compensation50Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters55Item 13Certain Relationships and Related Transactions, Director Independence56Item 14Principal Accountant Fees and Services58 Item 15Exhibits, Financial Statement Schedules59Item 16Form 10-K Summary63 INTRODUCTION Throughout this Annual Repor