Mawson Infrastructure Group Inc. 8-K

What Happened
Mawson Infrastructure Group Inc. announced that its Board adopted a Rights Agreement and declared a dividend distributing one Right for each outstanding share of common stock to holders of record as of close of business on February 12, 2026. The Rights Agreement (dated February 2, 2026) names Computershare Trust Company, N.A. as rights agent. Each Right lets the holder buy one one‑thousandth of a share of newly created Series C Junior Participating Preferred Stock for an exercise price of $20.60, subject to adjustment. The company issued a press release on February 2, 2026 announcing the action.

Key Details

• Record date for distribution of Rights: February 12, 2026.
• Exercise price: $20.60 to purchase one one‑thousandth of a share of Series C Preferred Stock (intended to mirror economic/voting rights of one common share).
• Trigger: Rights become exercisable after the 10th business day following public announcement that any person or group has acquired beneficial ownership of 20% or more of common stock (an “Acquiring Person”), or after a qualifying tender/exchange offer.
• Redemption/term: Rights are redeemable by the company at $0.0001 per Right prior to an Acquiring Person event and expire no later than Feb 1, 2027 unless earlier redeemed, exchanged or terminated.

Why It Matters
This is a classic shareholder rights plan (a “poison pill”) intended to deter or make more costly any unsolicited takeover or accumulation of 20%+ of the company without Board approval. For investors, the Rights will trade with common shares until they separate on a Distribution Date; they can materially affect the dynamics of any future takeover, merger or tender offer but do not change voting or economic rights of holders until exercised. The distribution itself should not be immediately taxable for federal income tax purposes, though exercise or redemption events may have tax consequences.