Bitfarms Ltd 2025年度报告

Washington, D.C. 20549 FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or Securities registered pursuant to Section12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section12(g) of the Act: None 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 Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 Rule405 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. LargeacceleratedfilerNon-acceleratedfiler 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 Section13(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 registrant’s Common Shares held by non-affiliates, based on the closing price of theCommon Shares as reported by the Nasdaq Stock Market LLC (“Nasdaq”) on June 30, 2025, the end of the registrant’s mostrecently completed second fiscal quarter, was $ 406,181,039. The registrant had602,851,137Common Shares issued and outstanding as of March 27, 2026. Not Applicable. INTRODUCTORY NOTE Bitfarms Ltd., a corporation incorporated pursuant to the laws of Canada and continued under theBusiness Corporation Act(Ontario)(“Bitfarms”), currently qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). Although, as a foreign private issuer, Bitfarms is not required to do so, Bitfarms has chosen to fileannual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the U.S. Securities and ExchangeCommission (“SEC”) instead of filing the reporting forms available to foreign private issuers. OnFebruary 6,2026,Bitfarms announced that its board of directors(the“Board”)approved a plan of arrangement(the“Arrangement”) under which Bitfarms will redomicile from Canada to the United States (the “U.S. Redomiciliation”), subject toreceipt of shareholder, stock exchange and court approvals. Upon completion of the U.S. Redomiciliation, the ultimate parentcompany of Bitfarms will be a new corporation formed under the laws of the State of Delaware that will operate under the name KeelInfrastructure Corp. (“Keel Infrastructure”). To effect the U.S. Redomiciliation, each outstanding common share of Bitfarms (a“Common Share”) will be exchanged for one share of common stock of Keel Infrastructure (“Keel Common Stock”), pursuant to theArrangement. Following completion of the U.S. Redomiciliation, Bitfarms will become an indirect wholly owned subsidiary of KeelInfrastructure, which together with Bitfarms and its other subsidiaries will carry on the business currently conducted by Bitfarms andits subsidiaries. The Arrangement was approved by Bitfarms’ shareholders at a special meeting held on March 20, 2026. The Ontario