Battle for Mawson: Top Shareholder Demands Board Overhaul, Threatens Proxy War

FORT SMITH, Ark. – January 22, 2026 – The Endeavor Investor Group, a firm that now controls a staggering 44.9% of Mawson Infrastructure Group Inc., today launched an aggressive activist campaign, publicly demanding a complete overhaul of the company’s board and management. In a sharply worded letter to fellow stockholders, Endeavor outlined a case of catastrophic value destruction, failed leadership, and strategic ineptitude at the digital infrastructure firm, culminating in a threat to launch a proxy war to seize control of the board at the company's 2026 annual meeting.

The move signals a dramatic escalation in the struggle for the future of Mawson, a company that operates in the high-demand sector of high-performance compute (HPC) and digital asset infrastructure. Endeavor argues that despite possessing valuable and difficult-to-replicate assets, Mawson’s current leadership has squandered its potential, leaving the company in a precarious financial state and its shareholders with devastating losses.

A Cascade of Crises

At the heart of Endeavor’s salvo is the staggering decline in Mawson’s market value. The activist investor highlighted a share price collapse of approximately 95% since the end of 2021, which saw the company’s market capitalization plummet from around $450 million to a mere $15 million by early January 2026. Recent market data suggests the valuation may have fallen even further, to as low as $5 million.

“Mawson’s current trajectory is not sustainable or acceptable for shareholders,” the Endeavor letter stated bluntly. The group attributes this decline to a series of “repeated strategic missteps, poor capital allocation decisions, and ineffective oversight.”

Endeavor points to the company’s strained balance sheet as proof of mismanagement. As of September 30, 2025, Mawson reported a worrying $9 million in negative equity and had more than $24 million in borrowings due within a year, painting a picture of a company teetering on the edge. To stay afloat, management has allegedly resorted to an “overreliance on dilutive equity issuances and asset sales.” Endeavor noted that Mawson recently sold 1.6 million shares through its at-the-market program, raising just $9.6 million in gross proceeds at a time when its stock was trading at historic lows. Research confirms significant shareholder dilution over the past year, with total shares outstanding growing by over 25%.

A Failure of Leadership

The investor group places the blame for this financial spiral squarely on the shoulders of Mawson’s leadership. The letter decries a lack of coherent direction, noting the company is currently operating with an interim CEO, Kaliste Saloom, who was appointed in June 2024. Endeavor claims Mawson has had to dismiss its past two CEOs for cause, fostering an environment of instability. Mr. Saloom’s background as the company’s former Vice President of Legal lends credence to Endeavor’s assertion that the current management team is “largely comprised of attorneys and is focused more on litigation than on operations.”

This instability appears to extend to the entire leadership structure. The average tenure for Mawson's management team is a brief 1.5 years, while the board of directors' average tenure is an even more concerning 0.8 years. According to Endeavor, this revolving door has prevented the implementation of a coherent, long-term strategy.

“The current Board and CEO have not delivered the strategy, execution, or accountability shareholders deserve,” Endeavor wrote, adding that the board has failed to “meaningfully engage” with the investor group despite repeated attempts to discuss a path forward. Endeavor insists it has sought to work collaboratively, offering strategic support and even a potential tender offer, only to be met with resistance.

From Bitcoin to AI: A Proposed New Vision

Endeavor’s campaign is not merely a critique; it comes with a detailed, three-pronged turnaround plan. The group believes the key to unlocking Mawson’s value lies in a decisive pivot away from its legacy focus on Bitcoin mining and toward the booming market for AI and high-density computing.

First, Endeavor proposes a focused strategy leveraging Mawson’s “attractive power and site footprint in strategically-advantaged regions.” The company currently controls 129 MW of operational capacity, primarily in the PJM energy market, with another 24 MW under development. While Mawson has itself publicly stated a strategic shift toward AI/HPC colocation, Endeavor clearly believes the current leadership is incapable of executing this transition effectively.

As a prime example of this failure, Endeavor highlighted Mawson’s 2022 sale of its Sandersville, Georgia Bitcoin mining facility to CleanSpark, Inc. That deal, valued at up to $42.5 million, is nearly three times Mawson’s entire market capitalization today. Endeavor cited this as proof of both the immense “destruction in value and the Company’s inability to harvest the value of its own assets.”

Second, to fix the balance sheet, Endeavor proposes a “meaningful equity recapitalization” to reduce short-term liabilities and end the cycle of what it calls “crisis financing.” Critically, Endeavor has committed to being an active partner, stating its readiness to “provide new equity capital to fund near-term obligations and support future growth.”

Finally, the plan calls for improved governance by reconstituting the board with directors who possess relevant experience in AI, HPC, digital assets, and energy markets. The goal is to install leadership that will hold management to clear performance standards and align incentives directly with shareholder value.

The Path to a Proxy Fight

Having laid its cards on the table, Endeavor has made it clear that its patience has run out. The group announced its intention to file a preliminary proxy statement and an accompanying WHITE universal proxy card with the Securities and Exchange Commission. This move officially sets the stage for a proxy contest at Mawson’s 2026 annual meeting, where Endeavor will solicit votes from all shareholders to elect its own slate of director nominees.

Endeavor, which includes affiliates like Endeavor Blockchain, LLC and Big Digital Energy LLC, emphasized its deep expertise in developing, financing, and operating the very kind of digital infrastructure it wants Mawson to prioritize. The group stated it is not seeking special control rights or side arrangements, but is acting to create value for all stockholders.

“If the Board continues to refuse to meaningfully engage with shareholders, we are prepared to consider all available shareholder-driven remedies,” the letter warned. With a nearly 45% ownership stake and a clear, publicly articulated plan, Endeavor has positioned itself as a formidable force. The coming months will determine whether Mawson’s current board can negotiate a truce or if it will face a full-blown battle for control of the company in a high-stakes proxy war.