Keel Infrastructure Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and effectiveness of our disclosure controls and procedures as of December 31, 2025. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluation of controls can provide absolute assurance that all control issues within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Management’s Annual Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) for the Company as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Our internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in item 15 of this Annual Report on Form 10-K. In March 2025, we acquired Stronghold in the Stronghold merger. Under SEC staff guidance and in accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, in the Company’s assessment of the scope of disclosure controls and procedures and internal control over financial reporting, the Company has excluded the controls, policies and procedures of Stronghold from the assessment of internal control over financial reporting as of December 31, 2025. Management has excluded Stronghold Digital Mining, Inc. from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by us in a purchase business combination during 2025. Stronghold Digital Mining, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal control over financial reporting represent 12.2% and 27.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. 82 Remediation of Previously Reported Material Weakness Management had previously concluded that the control over accounting for complex transactions, such as the classification of financial instruments and certain cash flow items, did not operate effectively in certain instances, which constituted a material weakness in internal control over financial reporting as of December 31, 2024. Management concluded that our internal control over financial reporting as of December 31, 2024 was not effective because of the material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements may not be prevented or detected on a timely basis. In response to the identified material weakness, remediation efforts comprised expanding the finance team to include more Chartered Professional Accountants and Certified Public Accountants with technical expertise and experience in evaluating more complex transactions, involving our legal counsel on evaluating complex agreements involving financial instruments and engaging third-party consultants to assist with assessing the accounting for complex transactions and review of financial statements. Management has concluded that the weakness did not result in any misstatements or adjustments in the Company’s audited consolidated financial statements for the year ended December 31, 2025 nor for any unaudited interim consolidated financial statements for any of the reporting periods therein. Remediation measures were completed and, based on the results of testing performed over the remediated controls, management determined that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control over Financial Reporting Other than the remediation of the material weakness mentioned above, and the controls related to the adoption of U.S. GAAP, we have not identified any changes in our internal control over financial reporting in connection with our evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the three months ended December 31, 2025, no director or executive officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 83 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following table sets forth information on our executive officers and directors as of the filing of this Annual Report. All executive officers serve at the discretion of the Board. The term of office of each of our directors expires at our next Annual Meeting of Shareholders and until their successors are duly elected and qualified. Name Age Title Director since Officer since Benjamin Gagnon 37 Chief Executive Officer and Director 2024 2021 Jonathan Mir 54 Chief Financial Officer N/A 2025 Liam Wilson 40 Chief Operating Officer N/A 2024 Rachel Silverstein 42 General Counsel, Global N/A 2024 Edith Hofmeister 60 Independent Director and Chair of the Board 2022 N/A Brian Howlett 66 Independent Director 2020 N/A Fanny Philip 38 Independent Director 2024 N/A Amy Freedman 53 Independent Director 2024 N/A Andrew J. Chang 43 Independent Director 2024 N/A Wayne Duso 63 Independent Director 2025 N/A Family Relationships There are no family relationships between our executive officers and members of our Board. Business Experience of Directors and Executive Officers Benjamin Gagnon, Chief Executive Officer and Director Ben Gagnon is Chief Executive Officer and Director of Bitfarms Ltd. Ben’s career began in 2015, focused on power, land acquisition, and data center development for Bitcoin mining in South East Asia. Long before AI infrastructure became a global investment thesis, Ben was doing the foundational work: originating power contracts, navigating grid interconnection, developing industrial sites, and deploying energy-intensive compute systems at scale. Before Bitfarms, Ben co-founded and led two computer infrastructure ventures, serving as CEO, CTO, and chief architect of full-stack operations across power, land, and technology. Mr. Gagnon started his career at Bitfarms Canada as Director of Business Development in 2019 and was promoted to the Director of Mining Operations in 2020 and Chief Mining Officer in 2021. Mr. Gagnon is a proven strategy and people focused executive in the Bitcoin Mining space. At Bitfarms, he has overseen the development and execution of the Bitfarms Canada’s growth strategy, which has driven organic growth, captured market share in Bitcoin Mining and diversified and strengthened the Bitfarms Canada’s energy assets. Mr. Gagnon brings in a deep familiarity with all aspects of operations at Bitfarms, having worked intimately with every department, as well as extensive leadership experience from previous executive roles with cryptocurrency Mining companies. His successful track record overseeing the growth of Bitfarms’ Mining operations and integration of new technologies amidst a rapidly evolving landscape has been critical to Bitfarms’ value creation strategy, which includes diversification into synergistic new areas like energy generation, heat recycling, energy trading and HPC (high performance computing) for artificial intelligence, as well as execution of strategies related to the 2028 halving event. Prior to joining Bitfarms Canada, Mr. Gagnon founded and operated two Bitcoin Mining companies, holding roles as Chief Executive Officer, Chief Mining Officer and Chief Technology Officer. Mr. Gagnon earned his M.Sc. in Internet Computing from Hong Kong University and has a B.Sc. in Economic Consulting and International Business from the Kelley School of Business at Indiana University. In addition, Mr. Gagnon currently serves as co-chair of the Canadian Bitcoin Consortium’s Infrastructure Committee (formerly Mining Committee) and is a lead analyst for the Bitcoin Mining Council. 84 Jonathan Mir, Chief Financial Officer Jonathan Mir is the Chief Financial Officer of Bitfarms, responsible for financial strategy, capital allocation, and growth initiatives. With over 25 years of experience advising boards, companies, and leading investors in the power, energy and infrastructure sectors, he has a proven track record in corporate finance, M&A, strategy, and risk management. Before joining Bitfarms, Mr. Mir was a Managing Director in Bank of America’s Natural Resources and Energy Transition Group from 2020, focusing particularly on matters in corporate finance and advising infrastructure funds from 2021 to 2024. Prior to Bank of America, Mr. Mir was at Lazard, where he served as Head of North American Power, Energy & Infrastructure until 2019. Jonathan holds an M.B.A. from Columbia University and a B.A. from Lehigh University. He serves on the Board of Trustees of The Cooke School and Institute and was a founding parent of Manhattan STAR Academy, supporting education for neurodivergent students. Liam Wilson, Chief Operating Officer Liam Wilson is an operations executive with over 20 years of leadership and operational management experience. As Chief Operating Officer at Bitfarms, he oversees our business initiatives and daily operations. With deep expertise in the energy sector, he has successfully executed transactions totaling more than 900 MW of power across key U.S. markets, driving the development and operation of high-performance teams and facilities. Before joining Bitfarms, Mr. Wilson served as Chief Operating Officer at Mawson Infrastructure Group Inc. from 2019-2023, where he led all global business activities focusing on the U.S. and PJM in particular. Liam has also held senior management roles at EVT Hospitality and Entertainment and The Whitehouse Group. Rachel Silverstein, General Counsel, Global Rachel Silverstein serves as Bitfarms’ Global General Counsel, leading the Company’s legal function and serving as a key strategic advisor to the Board of Directors and executive leadership team. In this capacity, Ms. Silverstein is responsible for developing and executing the Company’s enterprise-wide legal strategy and overseeing all legal affairs across Bitfarms’ multi-jurisdictional operations in the United States, Canada, and South America. She provides counsel on complex mergers and acquisitions, capital markets transactions, high-value commercial agreements, and transformative energy infrastructure and data center development deals. With over 17 years of experience as a practicing attorney, Ms. Silverstein advises the Board and senior management on SEC and Nasdaq compliance, corporate governance, securities law matters, risk management and mitigation, and strategic corporate transactions. She also manages the Company’s relationships with outside counsel and is responsible for building and strengthening Bitfarms’ internal legal capabilities to support the Company’s continued growth as a leading publicly traded enterprise. Prior to Bitfarms, Rachel co-founded a boutique law firm specializing in data center development and energy infrastructure transactions, leading transactions totaling more than a gigawatt across multiple states and countries. Before that, Rachel served as General Counsel at CleanSpark, Inc., a Nasdaq-listed company, from 2020 to 2023, where she oversaw public company compliance, corporate governance, SEC reporting, and enterprise risk management. Earlier in her career, she served as Corporate Counsel at Zappos and was a litigator at several multi-national law firms, among other roles. Rachel earned a bachelor’s degree from The George Washington University and a juris doctorate degree from William S. Boyd School of Law, University of Nevada-Las Vegas. Edith Hofmeister, Independent Director Edith Hofmeister is an independent director, the Chair of our Board and a member of the Audit Committee. Ms. Hofmeister brings over two decades of expertise in legal affairs, corporate governance, sustainable finance and business strategy. As an American business leader, she successfully guided multinational companies through large-scale infrastructure development, public and private offerings, NYSE and Nasdaq listings, intricate debt financings, joint ventures, complex litigation and multi-billion-dollar acquisitions. Drawing on her deep understanding of U.S. corporate and securities law, she played a pivotal role in shaping governance practices and risk management aligned with American standards. From 2010 to 2019 she served as EVP Corporate Affairs and General Counsel for Tahoe Resources Inc. where, as its first employee, she helped build the company from a start-up to a mid-cap precious metals producer with operations throughout the Americas. In this role, she helped lead capital raises and infrastructure projects, including EPCM contract oversight and mine construction. Ms. Hofmeister joined Bitfarms’ Board in November 2022. She was a best Canadian General Counsel finalist in the category of ESG and led Tahoe’s achievement of best governance award (for a mid-cap Mining company) by the Canadian Society of Corporate Secretaries. Ms. Hofmeister served as the Chair of the International Bar Association’s Business and Human Rights Committee, a group dedicated to promoting high ESG standards in multi-national corporations. Ms. Hofmeister received a Bachelor of Arts degree in international relations from UCLA, a Master of Arts degree in international peace studies from the University of Notre Dame and a Juris Doctor degree from the University of San Francisco. 85 Brian Howlett, Independent Director Brian Howlett is an independent director, the Chair of the Governance, Nomination, Safety, Sustainability and Technical Committee and a member of the Audit Committee. Mr. Howlett is a seasoned public company senior executive with more than thirty-five years of experience in operational and financial leadership. His extensive service as senior officer and director of public companies equips him with valuable insights to oversee our operations. As a Chartered Professional Accountant (CPA), he also contributes to our Board’s oversight of financial reporting, internal controls and risk management. Mr. Howlett also serves on the board of one junior mining company and has formerly served as C-Suite Executive and board member in several publicly listed companies, including Dundee Sustainable Technologies Inc. and Nighthawk Gold Corp., among others. Mr. Howlett graduated in 1982 with a B. Comm. in Finance from Concordia University and received his CMA designation in 1989 which became a Chartered Professional Accountant (CPA) designation in 2022. Fanny Philip, Independent Director Fanny Philip is an independent director, the Chair of the Audit Committee and a member of the Governance, Nomination, Safety, Sustainability and Technical Committee and the Compensation Committee. Ms. Philip is a CPA auditor and recognized leader in Digital Assets, Energy and Infrastructure ecosystem since 2019, and contributes to our Board her deep expertise in finance, public accounting, audit, and strategic mergers and acquisitions. Her extensive knowledge of the North American and European energy sectors, Mining and AI provide valuable perspectives to our Board’s oversight of our expansion strategies. She is the founder and president of MTI Conseils Inc., an accounting firm that provides outsourced accounting, advisory services and Chief Financial Officer services. Ms. Philip brings over 10 years of assurance and accounting expertise mainly in audit and public issues. Formerly, she was the Chief Operating Officer of SATO Technologies Corp. (TSXV: SATO, OTCQB: CCPU.F) and the Chief Financial Officer and VP Finance of Canada Computational Unlimited Inc. As a former C-Suite Executive at a publicly traded company and recognized leader, she engages extensively in education and industry representation, advocating for regulatory changes and fostering a deeper understanding of the sector’s complexities among stakeholders, especially on reporting and financial matters. Since 2022 she has been a member of the Infrastructure Committee (formerly Mining Committee) of the Canadian Bitcoin Consortium (formerly Canadian Blockchain Consortium) and the President of its Québec Chapter. She was rewarded as one of the “Most Inspirational Women in Web3 & AI” (2024) by Forbes Web3, 100 Davos Women and World Leaders in Data and AI. She currently serves as General Director at SOVIAGO, where she oversees financial reporting and compliance, and she has been instrumental in various strategic acquisitions and in securing various public funding mainly from the European Regional Development Fund. Ms. Philip graduated in 2010 with a Trilingual Bachelor of Business Administration (B.B.A) (English, Spanish and French) and in 2013 with a Specialized Graduate Diploma (DESS) in public accounting – CA, both from HEC Montréal. She received her Chartered Accountant designation in 2014 which became a Chartered Professional Accountant (CPA) auditor designation in 2022. Amy Freedman, Independent Director Amy Freedman is an independent director and Chair of the Compensation Committee. Amy Freedman is a corporate governance and public capital markets expert with over 25 years of experience. Ms. Freedman is currently a Partner and Head of Canada at Longacre Square Partners, a leading North American strategic advisor in matters of shareholder activism, crisis communications and corporate governance. Prior to joining Longacre, Ms. Freedman was a Partner and Head of Engagement Fund Investing at Ewing Morris. Previously, Ms. Freedman was the Chief Executive Officer of Kingsdale Advisors, a leading shareholder services and corporate governance advisory firm. Prior to joining Kingsdale Advisors, Ms. Freedman spent over 15 years in capital markets as an investment banker with global firms including Stifel Financial Corp. (NYSE: SF) and Morgan Stanley (NYSE: MS). Ms. Freedman is a director of the following public companies: (a) Irish Residential Properties REIT plc (ISE: IRES) since May 2024; and (b) American Hotel Income Properties REIT LP (TSX: HOT.UN, HOT.U) since October 2023. Ms. Freedman was also a director on the board of (a) Mandalay Resources Corporation (TSX: MND, OTCQB: MNDJF) since May 2016 until July 2025; (b) Canaccord Genuity Group Inc. (TSX: CF) from March 2023 to August 2024; and (c) Park Lawn Corporation (TSX: PLC) from June 2020 to August 2022 (now private). Ms. Freedman holds an MBA and JD from the University of Toronto. Andrew J. Chang, Independent Director Andrew J. Chang is an independent director and a member of the Governance, Nomination, Safety, Sustainability and Technical Committee. Mr. Chang is a seasoned executive and entrepreneur with extensive experience in the cryptocurrency and blockchain industry. He served as the Chief Operating Officer at Paxos for over 7 years, where he played a pivotal role in growing the company from a small startup to a $2.4 billion valuation. During his tenure, Mr. Chang oversaw the launch of the first regulated blockchain-focused trust company. His expertise lies in navigating complex regulatory environments, scaling operations, and creating effective communication frameworks. Prior to Paxos, Mr. Chang held operational and growth positions at Google, Techstars, WPP and several innovative startups. Mr. Chang is also an Adjunct Professor at NYU Stern School of Business, where he teaches courses focused on venture-scale startups and the venture capital ecosystem. He is currently a co-founder of Lynx Collective and regularly advises and invests in early-stage startups. Mr. Chang holds an MBA from NYU Stern School of Business and a BS from Boston College, bringing a blend of financial technology acumen and technological insight to his roles in the rapidly evolving digital asset space. 86 Wayne Duso, Independent Director Wayne Duso is an independent director and a member of the Compensation Committee. Mr. Duso is a senior engineering and product executive with over 25 years of experience in enterprise and cloud infrastructure. He currently serves as Vice President, Engineering and Technology at 1Password, where he is innovating and delivering at the intersection of identity, security, and AI infrastructure. At AWS, he launched and scaled multiple data and storage services into multibillion-dollar businesses, while building AWS Boston into one of Amazon’s largest development centers. At EMC, he defined strategy for a $3B ARR product line and introduced EMC’s first software-defined storage array. His advisory roles with Snyk, Anjuna Security, and Bedrock Security underscore his continued influence in shaping next-generation cloud, data, and cybersecurity solutions. His expertise lies in scaling global organizations, launching category-defining platforms, and aligning technology with customer and business outcomes. Mr. Duso holds a Master of Science in Systems Engineering from Boston University and a Bachelor of Science in Computer Science from the University of Massachusetts Amherst. He has also completed executive education programs at MIT and Babson College. Committees of the Board Historically, the Board has had four committees: an Audit Committee, a Compensation Committee, an Environmental and Social Responsibility Committee and a Governance and Nominating Committee. Following the U.S. Redomiciliation, the Board will have three standing committees. In compliance with the listing rules of the Nasdaq and the TSX, each member of a committee is independent within the meaning of Nasdaq listing standards and applicable rules and regulations of the SEC. Audit Committee The Audit Committee is responsible for assisting our Board in its oversight responsibilities relating to the integrity of our financial statements and our accounting and financial reporting processes and financial statement audits; the effectiveness of our internal controls over financial reporting and disclosure; the design, implementation and performance of our internal audit function; the independent auditor’s qualifications, independence and performance; advising our Board on regulatory matters; our compliance with legal and regulatory requirements; risk assessment and risk management pertaining to our financial, accounting and tax matters; and the performance of our internal audit function and internal auditors. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act in anticipation of the completion of our U.S. Redomiciliation. Each director on the Audit Committee has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. The Audit Committee has three members: Fanny Philip (Chair), Edith Hofmeister and Brian Howlett. Fanny Philip and Brian Howlett are audit committee financial experts. The Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; oversees the work of the independent registered public accounting firm; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law; reviews our critical accounting policies and estimates; reviews the adequacy and effectiveness of our accounting and internal control policies and procedures; oversees the internal audit function; establishes procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and annually reviews the Audit Committee charter and the committee’s performance. The Audit Committee operates under a written charter pursuant to applicable standards and rules of the SEC and Nasdaq, which is posted on our website at investor.bitfarms.com. Compensation Committee The Compensation Committee is responsible for evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs maintained by us, administering our incentive and equity-based compensation plans and overseeing the management of risks related to our executive compensation plans and arrangements, reviewing and discussing with management our compensation discussion and analysis to be included in our public filings. In anticipation of our U.S. Redomiciliation, the Compensation Committee operates under a written charter pursuant to applicable standards and rules of the SEC and Nasdaq, which is posted on our website at investor.bitfarms.com. The Compensation Committee has three members: Amy Freedman (Chair), Fanny Philip and Wayne Duso. The Compensation Committee reviews and recommends to the Board for approval policies relating to the compensation and benefits of our executive officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer and other executive officers, evaluates the performance of these executives in light of those goals and objectives and sets the compensation of these executives based on such evaluations. The Compensation Committee also administers our incentive and equity-based plans, including approving grants and other awards and making other decisions regarding the operation of such plans. The Compensation Committee reviews and evaluates, at least annually, its composition and performance and the Compensation Committee charter. In fulfilling its responsibilities, the Compensation Committee is permitted to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our articles and bylaws, Nasdaq rules and other applicable law. 87 Governance, Nomination, Safety, Sustainability and Technical Committee The Governance, Nomination, Safety, Sustainability and Technical Committee is responsible for identifying, considering and recommending to our Board individuals qualified to serve as directors and on committees of our Board, consistent with criteria approved by our Board, advising our Board with respect to our Board composition, procedures and committees, reviewing developments in corporate governance and developing and recommending to our Board a set of corporate governance guidelines applicable to us, evaluating the overall effectiveness of our Board, our Board’s committees and our management, overseeing our programs, policies and practices relating to health and safety, environmental sustainability and corporate social responsibility. The Governance, Nomination, Safety, Sustainability and Technical Committee has three members: Brian Howlett (Chair), Fanny Philip and Andrew J. Chang. The Governance, Nomination, Safety, Sustainability and Technical Committee is responsible for, among other things: (i) assisting management in developing responsible corporate governance policies and practices; (ii) overseeing adherence to corporate governance rules, policies and principles; (iii) identifying individuals qualified to be nominated as members of our Board; (iv) developing a board skills and competencies matrix for our Board as a whole and for existing members of our Board, as well as committee membership; (v) determining the structure and composition of our committees; (vi) evaluating the performance and effectiveness of our Board and its committees; (vii) succession planning; (viii) reviewing our directors and officers insurance coverage; (ix) reviewing our governance-related disclosure included in our public filings; (x) overseeing compliance with our Code of Business Conduct; (xi) overseeing our programs relating to director orientation, education and continuing development; (xii) developing and recommending to our Board policies regarding board refreshment and director tenure, including guidelines for director retirement, term limits if applicable, and succession planning; (xiii) reviewing and overseeing technical aspects of our data center operations, including capacity planning, infrastructure efficiency, power usage effectiveness (PUE) metrics, and compliance with applicable technical reporting standards and industry best practices; (xiv) monitoring and providing oversight for crisis management procedures and operational risk management; (xv) reviewing programs and practices that impact local communities and other key stakeholders; and (xvi) annually reviewing our sustainability report and ensuring we maintain a comprehensive sustainability program. In anticipation of the completion of our U.S. Redomiciliation, the Governance, Nomination, Safety, Sustainability and Technical Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, which is posted on our website at investor.bitfarms.com. Code of Ethics We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers, employees, consultants, and contractors including our Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer, or other persons performing similar functions, which is a “code” under NI 58-101 and a “code of ethics” as defined by applicable SEC rules in anticipation of the completion of our U.S. Redomiciliation. The Code of Conduct sets out our fundamental values and standards of behavior that are expected from our directors, officers, employees, consultants, and contractors with respect to all aspects of our business. The objective of the Code of Conduct is to provide guidelines for maintaining our integrity, reputation and honesty with a goal of honoring others’ trust in the Company at all times. The full text of the Code of Conduct is posted on our website at investor.bitfarms.com and is filed with Canadian securities regulators. If we grant any waivers from any provision of the Code of Business Conduct and Ethics, including any implicit waiver, we will disclose the nature of such waiver on our website to the extent required by the rules and regulations of the SEC and the Canadian Securities Administrators. To date, no such waiver has been granted. We will post any amendments to the Bitfarms Code of Conduct required to be disclosed under the rules of the SEC or listing standards of the Nasdaq at that location. Insider Trading Policies and Procedures We have insider trading policies and procedures (the “Insider Trading Policy”) that govern the purchase, sale and other dispositions of our securities by directors, officers, employees and contractors, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. In anticipation of our U.S. Redomiciliation, we expect to adopt a new Insider Trading Policy. A copy of such Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. 88 Item 11. Executive Compensation. COMPENSATION DISCUSSION AND ANALYSIS This section discusses the compensation awarded to, earned by, or paid to the following executive officers, who we have determined to be our named executive officers (“NEOs”) for fiscal year 2025. For fiscal year 2025, our NEOs are our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and former CFO as well as the most highly compensated executive officers (other than our CEO and our CFOs) who were serving as executive officers as of December 31, 2025. Name Position Benjamin Gagnon Chief Executive Officer Jonathan Mir Chief Financial Officer Liam Wilson Chief Operating Officer Rachel Silverstein General Counsel, Global Jeffrey Lucas Former Chief Financial Officer Mr. Lucas was replaced as CFO and Mr. Mir was appointed as our CFO effective as of October 27, 2025. Mr. Lucas’s employment officially terminated on December 31, 2025. Compensation Overview Bitfarms Ltd.’s executive compensation program is designed to attract, retain, and motivate the high-caliber leadership team required to execute our strategic transformation into a company converting its existing energy and data center infrastructure to HPC and AI uses. For fiscal year 2025, our executive compensation program consists of three primary components: (i) base salary, providing a fixed, competitive level of compensation reflective of each NEOs role and market value; (ii) annual short-term incentive (“STIP”) payments, which are performance-based cash awards tied to the achievement of pre-established corporate financial and operational objectives and individual performance goals; and (iii) long-term incentive awards granted under the Long-Term Incentive Plan (“LTIP”) in the form of stock options, restricted share units (“RSUs”) and performance share units (“PSUs”), which align executive interests with long-term shareholder value creation and promote retention of key talent. Commencing in fiscal year 2025, we implemented a revised compensation structure in which annual STIP opportunities are established as a defined percentage of each NEOs annual base salary and assessed against a structured annual performance scorecard. LTIP awards are granted on an annual basis and include a balanced mix of time-based and performance-based equity awards. This program design reflects the Compensation Committee’s ongoing commitment to ensuring that compensation is measurably linked to corporate objectives and the creation of sustainable shareholder value, consistent with our strategic priorities, including its advancement of high-performance computing and AI data center infrastructure. The descriptions that follow reflect our compensation practices in 2025 as a Canadian Foreign Private Issuer. Our Executive Compensation Program 2025 Compensation Decisions Fiscal year 2025 was a transformative year for us, marked by management and board transition, including the cessation of employment of our former CFO, the appointment of Mr. Mir in October 2025, the onboarding of multiple new independent directors, and the retention of Corporate Governance Partners, Inc. (“CGP”) as our first independent external compensation consultant. We also first established a formal STIP structure during FY 2025. 89 Philosophy and Objectives of Our Executive Compensation Program Our executive compensation philosophy is to attract, motivate and retain the leaders who drive the success of the Company. Our executive compensation programs are designed to: ● Pay-for-performance and align the interests of executives and shareholders ● Incentivize executives to work as a team to achieve our strategic objectives ● Ensure direct accountability for annual and long-term operating results ● Reflect both business strategy and market norms ● Adhere to the Company’s risk profile Compensation Principles Our executive compensation policies and decisions are guided by the following material principles: Pay-for-Performance : A significant portion of each NEOs total direct compensation is variable and contingent upon the achievement of pre-established corporate and individual performance objectives. Fixed base salary is supplemented by performance-sensitive variable components—annual STIP payments and LTIP awards—ensuring that total realized compensation reflects our operating results, market performance, and strategic progress. Alignment with Shareholder Interests : A meaningful portion of total direct NEO compensation is delivered in equity-based awards, the ultimate value of which is directly linked to the performance of our Common Shares over time. This structure aligns the financial interests of executives with those of shareholders and incentivizes a sustained focus on long-term value creation. Market Competitiveness : We target total direct compensation packages competitive with those offered by companies of comparable size and operational profile in the technology, digital assets, data center, and energy infrastructure sectors, enabling us to attract and retain executives of the highest caliber in a competitive market for talent. Risk Mitigation : Our compensation programs are structured to avoid incentivizing excessive or unnecessary risk-taking. Our balance of fixed and variable pay, use of multiple performance metrics, caps on incentive payouts, equity vesting requirements, and clawback and forfeiture provisions collectively support prudent risk management. Internal Equity : Compensation levels reflect each NEOs role, scope of responsibilities, experience, and demonstrated contribution, calibrated to promote fairness and consistency across the executive leadership team. What Our Compensation Programs Are Designed to Reward Our compensation programs are designed to reward: ● Achievement of financial and operational goals ● Individual performance and contribution to corporate success ● Long-term shareholder value creation ● Strategic leadership and execution ● Innovation and advancement of our strategic pivot into high-performance computing and AI data center infrastructure 90 Process for Determining Executive Compensation Role of the Compensation Committee The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to (i) the establishment of key human resources and compensation policies, (ii) performance evaluation and compensation determination for our executive officers including our NEOs, (iii) identification and mitigation of risks associated with compensation policies, (iv) succession planning for senior management, and (v) compensation of our non-employee directors. The Compensation Committee consists of three independent directors: Amy Freedman (Chair), Fanny Philip, and Wayne Duso, each of whom meets applicable independence requirements and has working familiarity with compensation and human resources matters. The Compensation Committee discharges its responsibilities as follows: ● Executive Officer Performance Evaluation : The Compensation Committee evaluates the performance of the CEO and CFO annually against corporate goals and objectives established at the beginning of the fiscal year and reviews the CEO’s recommendations regarding the performance of all other executive officers. The results of these evaluations form the basis for the Compensation Committee’s recommendations to the Board regarding total direct compensation for each executive officer. No executive officer participates in deliberations or decisions regarding his or her own compensation. ● Compensation Governance and Program Oversight : The Compensation Committee: (i) at least annually reviews and approves NEO personal performance objectives and corporate performance objectives, and recommends them to the Board for consideration; (ii) reviews and approves our compensation policies periodically to assess their competitiveness and alignment with shareholder interests; (iii) considers the risks associated with our compensation policies and practices to confirm they do not incentivize inappropriate or excessive risk-taking; (iv) administers the LTIP and other equity-based compensation plans, and determines grants of stock options, RSUs, PSUs, and Deferred Share Units (“DSUs”) to be recommended to the Board; (v) reviews and recommends to the Board the approval of employment agreements, severance arrangements, change in control provisions, and any special or supplemental benefits or perquisites for executive officers; and (vi) reviews all annual executive compensation disclosure before it is publicly released. ● Succession Planning and Non-Executive Director Compensation : The Compensation Committee at least annually reviews our succession plan for our CEO and other NEOs, including matters of appointment, training and evaluation of senior management. The Compensation Committee also at least annually reviews and recommends to the Board adjustments to our non-employee director compensation program to ensure it is competitive and properly reflects the responsibilities of Board service. The Compensation Committee meets no less than twice per year and held ten (10) formal meetings during fiscal year 2025. The Committee also holds in camera sessions without management present, as appropriate, to facilitate candid deliberation. ● Independent Advisor Authority : The Compensation Committee has full authority to retain independent compensation consultants, legal counsel, and other advisors at the Company’s expense to assist it in fulfilling its mandate, with sole authority to determine the compensation and retention terms of such advisors. In fiscal year 2025, the Compensation Committee has exercised this authority by retaining CGP, to provide independent advice on executive and non-employee director compensation levels and program design. In selecting advisors, the Committee considers factors bearing on independence, including other services provided to the Company, fees paid, and any personal or business relationships between the advisor and members of the Committee or executive officers. The Compensation Committee engaged Compensia in November 2025 to conduct a peer group review for 2026 compensation. Role of Management The CEO reviews the performance evaluations of all other NEOs and provides compensation recommendations to the Compensation Committee. The Committee considers these recommendations, reviews an analysis of competitive market compensation information, consults with its compensation consultants, and exercises its independent judgment to determine if any adjustments are required prior to Board approval. In addition to the CEO’s role described above, other members of management participate in the compensation process in a supporting capacity. Our head of People and Culture provides competitive market data, analytical support, and operational assistance to the Compensation Committee. Other executive officers may be invited to attend portions of Compensation Committee meetings to provide relevant information regarding program design, company performance, or market practices; however, no executive officer participates in deliberations or decisions concerning his or her own compensation. The CFO, the Global General Counsel and the COO may provide technical analysis and advice to support the compensation process as requested by the Compensation Committee. Final compensation determinations for all NEOs are made exclusively by the Compensation Committee and the Board, without the involvement of the relevant NEO in such determinations. 91 Role of the Compensation Consultant CGP served as the Compensation Committee’s independent executive compensation consultant. CGP was retained by the Compensation Committee effective January 10, 2025, and its engagement encompassed the following: ● CGP was retained to review our compensation philosophy and the compensation levels of our non-employee directors and executive offers to assess alignment with industry standards and competitive market practices, and to advise the Compensation Committee on executive and director compensation program design. ● CGP has not provided any other services to the Company beyond the executive and director compensation consulting services described herein. ● The aggregate fees paid to CGP for executive and director compensation consulting services in fiscal year 2025 were $39,000. No fees were paid to CGP in any prior year. ● The Compensation Committee has assessed the independence of CGP pursuant to applicable SEC and Nasdaq standards and has concluded that CGP’s engagement did not raise any conflict-of-interest concerns. This determination was based on: (i) CGP’s services being limited solely to executive and director compensation consulting for the Compensation Committee; (ii) the absence of any other business, financial, or personal relationships between CGP and the Company, its affiliates, executive officers, or Board members; and (iii) the engagement having been authorized directly by the Compensation Committee, independent of management. Benchmarking and Peer Group Information The Compensation Committee engages in periodic benchmarking of total direct compensation and its principal and related elements to assess the competitiveness of our executive compensation program. The Compensation Committee, together with our head of People and Culture, reviews a competitive market analysis drawn from compensation data for companies similar in size to the Company that operate in the technology, digital assets, data center, and energy infrastructure sectors. For fiscal year 2025, CGP provided a competitive market compensation analysis to inform the Compensation Committee’s review of executive officer and non-employee director compensation levels. In November 2025, the Compensation Committee retained Compensia to conduct a formal peer group review to inform fiscal year 2026 compensation decisions. ● Benchmarking Scope : The Compensation Committee engages in benchmarking of total direct compensation as well as its material elements, including base salary, short-term incentive target opportunities, and long-term incentive award values, using both publicly disclosed data drawn from peer company public filings and, where applicable, third-party compensation survey data. ● Peer Group : For purposes of its fiscal year 2025 compensation review and decisions, the Compensation Committee used a peer group consisting of eight (8) direct industry competitors in the Bitcoin Mining and high-performance computing sectors (the “FY2025 Peer Group”): Cipher Mining, CleanSpark, Core Scientific, HIVE Digital Technologies, Hut 8, IREN, Riot Platforms, and TeraWulf. ● Peer Selection Rationale : Going forward, the Compensation Committee intends to review and update the peer group as deemed necessary based on a rules-based methodology developed with the assistance of its compensation consultant, evaluating comparability to the Company in terms of: (i) industry classification, with primary emphasis on direct cryptocurrency mining and high-performance computing sectors ; (ii) revenue scale; and (iii) market capitalization. The Compensation Committee also intends to draw upon the professional experience of its members, who collectively have served as officers and directors of companies in digital assets, technology, and infrastructure sectors for our peer group. Based on fiscal year 2025 financial data, Bitfarms was positioned at approximately the 49th percentile of the FY2025 Peer Group on a revenue basis, with revenue growth of approximately 42%, above the peer group median — reflecting our strong operational execution and positioning it competitively within its industry. 92 ● Use of Competitive Market Data : An analysis of competitive market data drawn from the peer group serves as one important input among several in the Compensation Committee’s compensation recommendations. The Compensation Committee uses the analysis to establish competitive reference points for each principal element of compensation — base salary, target STIP opportunity, and target LTIP value — while also considering individual performance assessments, scope of responsibilities, experience, tenure, internal pay equity, and our overall compensation budget. The Compensation Committee is not mechanically bound to base its recommendations on any specific peer group percentile and retains full discretion to set compensation above or below market reference points where individual circumstances or retention considerations warrant. ● Market Positioning : The Compensation Committee generally targets positioning the NEOs total direct compensation at levels competitive with the market for comparable roles at similarly situated companies, with the opportunity for above-median realizable compensation for performance outcomes that exceed established targets. For fiscal year 2025, the Compensation Committee recommended compensation targets generally intended to move toward the 50th percentile of the FY2025 Peer Group. Elements of Compensation A substantial portion of NEOs target direct compensation is linked to our performance. The Compensation Committee establishes total target compensation and certain elements of compensation (base salary, short-term incentives and long-term incentives) for the NEOs. Base Salary Base salary provides a competitive level of fixed compensation to attract and retain talented executives. Base salaries are reviewed annually and adjusted based on: ● Individual performance and contribution ● Market competitiveness and peer group data ● Changes in role or responsibilities ● Internal equity considerations ● Overall compensation mix and the relative weighting of fixed versus variable pay components, with due regard for our stage of development, geographic footprint, and the competitive dynamics of the markets in which we recruit executive talent Fiscal Year 2025 Base Salaries NEO Annual Base Salary Benjamin Gagnon $ 528,888 Jonathan Mir $ 478,888 Liam Wilson $ 374,988 Rachel Silverstein $ 338,000 Jeffrey Lucas $ 458,888 93 The base salaries set forth above reflect the recommendations of the Compensation Committee following its fiscal year 2025 compensation review, which was informed by a competitive market analysis prepared by CGP. Base salary levels for continuing NEOs were established with reference to competitive market positioning, individual performance during fiscal year 2024 (where applicable), and any changes in the scope of the applicable NEOs role or responsibilities. Benjamin Gagnon’s base salary of $528,888 was effective as of August 8, 2025, and is commensurate with the responsibilities of the CEO role at a company of the Company’s scale and complexity. Jonathan Mir’s base salary reflects the Compensation Committee’s determination of competitive market compensation for a CFO with his qualifications. The base salaries for other continuing NEOs were reviewed and maintained or adjusted to reflect competitive positioning and an evaluation of individual performance. Short-Term Incentive Compensation Our annual incentive program provides performance-based cash compensation tied to achievement of corporate financial goals and individual performance objectives. Annual Incentive Plan Structure We provide performance-based cash compensation to our NEOs under our STIP. STIP bonuses are assessed against a structured annual performance scorecard that includes a combination of corporate financial and operational objectives, as well as individual performance goals. The Compensation Committee determines the specific performance metrics, their weightings, and performance targets for each performance year. Commencing in fiscal year 2025, the program operates under the following structure: ● Performance Period : January 1 through December 31 of the applicable fiscal year ● Bonus Targets : Each participant’s STIP target bonus is established as a defined percentage of base salary (as set forth below). The actual payout may range from zero (if performance is below threshold) to a maximum established by the Compensation Committee, reflecting the degree of achievement against the applicable performance scorecard. ● Corporate Performance Metrics : The scorecard applied the following material corporate and operational metrics intended to drive our business plan: goals relating to our North American pivot, business planning, HPC planning and corporate governance and safety goals. ● Individual Performance Metrics : In addition to corporate financial and operational metrics, individual performance and contribution to corporate objectives are considered by the Compensation Committee and the Board in determining final STIP bonuses for each participant. ● Committee Discretion : The Compensation Committee retains discretion to adjust STIP bonus recommendations upward or downward to reflect exceptional individual circumstances, one-time events, or other factors it deems relevant in appropriately aligning pay with performance outcomes. Fiscal Year 2025 Bonus Targets NEO Bonus Target as a Percentage of Base Salary Benjamin Gagnon 200 % Jonathan Mir 100 % Liam Wilson 100 % Rachel Silverstein 60 % Jeffrey Lucas 100 % The bonus targets set forth above reflect the recommendations of the Compensation Committee following its fiscal year 2025 compensation review, which was informed by a competitive market analysis prepared by CGP. Target bonus levels for continuing NEOs were established with reference to competitive market positioning, individual performance during fiscal year 2024 (where applicable), and any changes in the scope of the applicable NEO’s role or responsibilities. 94 Fiscal Year 2025 Performance Results Following the conclusion of fiscal year 2025, the Compensation Committee conducted a comprehensive review of the Company’s achievement against each applicable corporate performance metric and each NEO’s achievement against each applicable individual performance metric established under the fiscal year 2025 annual performance scorecard. For fiscal year 2025, bonus targets were adjusted based on a weighted performance score for each NEO (other than Mr. Mir): For Mr. Gagnon, 75% of the award is determined by the achievement of corporate performance metrics, while the remaining 25% is determined by the achievement of individual performance metrics; for Mr. Wilson 75% corporate and 25% individual; and for Ms. Silverstein, 50% corporate and 50% individual. The sum of these two weighted components, along with the corporate performance metrics, is applied to the NEO’s target bonus amount to determine final STIP bonus amount paid to the NEO. The STIP bonus awarded to Mr. Mir was based 100% on achievement of the corporate metrics and prorated for his time with the Company. Based on its assessment of achievement against the corporate and operational objectives, the Compensation Committee determined that the corporate performance component was achieved at 133% of target, reflecting our strong operational execution and strategic progress during the fiscal year. To the extent specific corporate performance goals have not been disclosed herein, such metrics and applicable performance targets involve competitively sensitive financial and operational information the disclosure of which could cause competitive harm to the Company. The Compensation Committee recommends and the Board approved performance targets at levels the Compensation Committee believes are challenging but achievable with strong management execution and favorable market conditions, consistent with our strategic plan and long-term objectives. In addition to the corporate performance metrics, the Compensation Committee evaluates certain individual performance metrics, each of which is assigned a weighting, that are specific to each NEO to determine STIP bonus amounts. Individual performance metrics are evaluated against three performance levels: Threshold, which pays out at 50%; Achieve, which pays out at 100%; and Stretch, which pays out at 200%. Failure to achieve the Threshold performance level results in a 0% for the applicable metric. Due to the Company’s strategic transition from Mining operations to HPC Infrastructure for artificial intelligence, the Board determined that financial performance metrics would not be an accurate reflection of individual contributions toward our strategic pivot for fiscal year 2025. As a result, the individual performance metrics for Mr. Gagnon, Mr. Wilson and Ms. Silverstein focus instead on qualitative metrics, including: ● For Mr. Gagnon, development of the U.S.-redomicile and strategic plan, leadership and visibility goal, Americas exit plan, development of the Panther Creek campus and 2026-2028 strategic plans, performance in our 360 Feedback Process, and governance goals. The Compensation Committee determined that based on achievement of these individual performance metrics, Mr. Gagnon achieved an individual performance percentage of 120%. ● For Mr. Wilson, a combination of operation and development goals, governance goals, performance in our 360 Feedback Process, and relationship development with external stakeholders: The Compensation Committee determined that based on achievement of the following individual performance metrics, Mr. Wilson achieved an individual performance percentage of 133%. ● For Ms. Silverstein: insurance efficiencies, costs and litigation management, governance goals and performance in our 360 Feedback process. The Compensation Committee determined that based on achievement of the following individual performance metrics, Ms. Silverstein achieved an individual performance percentage of 160%. The Compensation Committee considered whether any discretionary adjustments to formulaic STIP outcomes were warranted in light of our overall performance and individual contributions during fiscal year 2025 and recommended no such adjustments were warranted. Actual STIP bonus amounts paid to each NEO for fiscal year 2025 are set forth in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. Long-Term Incentive Compensation Long-term incentive compensation is designed to align executive and director interests with long-term shareholder value creation and to promote retention. Awards are granted annually and may consist of stock options (“Options”), RSUs, PSUs, and DSUs. Commencing in fiscal year 2025, annual LTIP grants include a balanced mix of time-based RSU awards and performance-based PSU awards for NEOs supplemented, sometimes, by Options as recommended by the Compensation Committee. DSUs are available for issuance to eligible directors under the LTIP. No director has elected to receive DSUs as of the date hereof. All long-term incentive awards are granted under the LTIP, which was approved by shareholders at our annual meeting on June 30, 2025. 95 The breakdown of Long-Term Incentive Compensation by percentage during 2025 for our current NEOs is as follows: NEO Option Awards Restricted Stock Units Performance Stock Units Total Long Term Equity Compensation Ben Gagnon 0 % 25 % 75 % 100 % Jonathan Mir 100 % 0 % 0 % 100 % Liam Wilson 0 % 25 % 75 % 100 % Rachel Silverstein 0 % 25 % 75 % 100 % Stock Option Awards We grant Options to NEOs and other eligible persons under the LTIP. The material terms of Options granted under the LTIP are as follows: ● Vesting Schedule : Options vest in accordance with the vesting schedule specified in the applicable award agreement. Options generally vest as to 25% of the Common Shares on the grant date, with the remaining 75% vesting in three equal six-month installments thereafter, generally subject to continued employment as of each applicable vesting schedule. The Board may determine, in its sole discretion, that Options vest in installments or pursuant to a specified vesting schedule, including ratable vesting over a multi-year period. ● Exercise Price : The exercise price of each Option is set at no less than the Fair Market Value on the Grant Date, determined as the closing sale price of the Common Shares on the Nasdaq Stock Market on the Grant Date. ● Option Term : The maximum term of any Option may not exceed ten (10) years from the Grant Date. Restricted Stock Unit Awards RSUs are granted to NEOs and other eligible people under the LTIP. The material terms of RSUs granted under the LTIP are as follows: ● Vesting Schedule : RSUs vest in accordance with the schedule specified in the applicable award agreement, subject to a minimum restriction period of 12 months from the Grant Date. The standard vesting schedule for RSUs granted under the LTIP provides for ratable vesting in equal one-third installments on each of the first, second, and third anniversaries of the Grant Date, generally subject to continued employment. ● Dividend Equivalent Rights : At the discretion of the Board, each RSU may be credited with dividend equivalents equal to cash and stock dividends paid by the Company on one Common Share. Dividend equivalents are deemed re-invested in additional RSUs based on the fair market value of a Common Share on the applicable dividend payment date, rounded down to the nearest whole unit. Dividend equivalents are subject to the same vesting schedule as the underlying RSU award. ● Rationale : RSUs provide a direct, share-linked retention and alignment vehicle that delivers value correlated to Common Share price performance, supporting the objective of retaining key executives while aligning their interests with those of shareholders over the applicable vesting period. Performance Share Units PSUs are granted to NEOs under the LTIP as shown in the Grants of Plan-Based Awards Table. PSUs are performance-based equity awards the vesting of which is contingent upon achievement of specified performance criteria within a defined “Performance Cycle”. The material terms of PSUs granted under the LTIP in 2025 are as follows: ● Performance Period (Performance Cycle) : The Performance Cycle applicable to each PSU grant is specified in the applicable award agreement and may not exceed 36 months. The “Determination Date” (the date the Board determines whether and to what extent performance criteria have been satisfied) occurs no later than 90 days after expiry of the applicable Performance Cycle. 96 ● Performance Criteria : The Board establishes the performance criteria applicable to each PSU grant in the applicable award agreement, which may include criteria based on personal performance and/or the financial performance of the Company and its subsidiaries, including, but not limited to financial metrics such as hash rate capacity, cost, energized capacity growth, revenue, operating cash flow, and strategic milestones related to HPC/AI infrastructure development. For 2025 awards of PSUs, the Total Shareholder Return (“TSR”) performance criteria were as follows: ● Performance Period: The TSR performance measurement shall be calculated over a three (3) year performance period commencing on the grant date and ending three years later. ● Benchmark Index: The Company’s TSR performance shall be measured against the average TSR performance of the Russell 3000 Index over the same three-year performance period. ● Payout Structure: The payout percentage for TSR-based awards shall be determined as follows: ● 0% Payout: If the Company’s TSR performance is more than ten (10) percentage points below the Russell 3000 average. ● 50% Payout: If the Company’s TSR performance is within ten (10) percentage points below the Russell 3000 average (but not below such threshold). ● 100% Payout: If the Company’s TSR performance equals the Russell 3000 average or within 9.9 percentage points. ● 200% Payout: If the Company’s TSR performance exceeds the Russell 3000 average by more than ten (10) percentage points. ● Payout Levels : The number of Common Shares issuable upon vesting of PSUs reflects the extent to which the applicable performance criteria have been satisfied, as determined by the Board on the Determination Date. The Board retains discretion to adjust PSU payout levels downward but not upward from formulaic results. ● Vesting Determination : Vesting of PSUs is determined by the Board on the Determination Date following assessment of the degree to which the applicable performance criteria were achieved during the Performance Cycle. PSUs vest at the end of the applicable restriction period, which may not be less than 12 months from the Grant Date, generally subject to continued employment. ● Rationale : PSUs are designed to directly tie a meaningful portion of executive long-term compensation to the achievement of specific operational and strategic performance outcomes aligned with our multi-year growth strategy, including its Bitcoin Mining operations and HPC/AI data center infrastructure development. 97 Other Retention Payments No special retention payments or awards outside the normal annual LTIP grant cycle were made to any NEO during fiscal year 2025, other than as described in the Employment Agreements section below in respect of former NEOs. We believe that its standard annual LTIP program, combined with competitive base salaries and STIP opportunities, provides sufficient ongoing retention incentives for its executive leadership team. Severance and Change in Control We provide severance benefit protections to certain NEOs pursuant to the terms of individual employment agreements, as described in more detail below. Also, see the section entitled “Potential Payments Upon Termination or Change in Control” for the circumstances that can result in post-employment payments and benefits. The material severance provisions provided to our NEOs are as follows: ● Severance Vehicle : Severance is provided through individual employment agreements entered into between the Company and each applicable NEO, as described under ‘Employment Agreements’ below. We do not maintain a broad-based severance plan. ● Conditions for Severance : Receipt of severance payments and benefits under the employment agreements requires the NEO to incur a qualifying termination of employment and to execute and not revoke a general release of claims in favor of the Company. ● Change in Control Provisions : Each of the NEO employment agreements, if applicable, and the LTIP includes a ‘double trigger’ change in control severance provision, requiring both a Change of Control and a qualifying termination of employment within the specified period following the Change of Control in order for the enhanced severance amount to become payable. The ‘Change of Control’ definition used in the LTIP is incorporated by reference into these agreements. Retirement Benefits Defined Contribution Savings Plan We maintain employer-sponsored group retirement savings plans for eligible employees, including each NEO. In Canada, the retirement plan was implemented in July 2022, and the U.S. 401(k) plan was implemented in January 2023. The material terms of these plans are as follows: ● Employer Matching: We match, on a one-for-one basis, contributions made by all eligible employees, including NEOs, up to a maximum employer contribution of four percent (4%) of each participant’s base gross salary. ● Vesting: Participants are subject to the vesting terms of the applicable plans, as determined by the relevant plan rules and applicable law. ● Contribution Limits: Each participant is responsible for managing his or her individual contribution limits in accordance with the requirements of the applicable tax and revenue authority (Canada Revenue Agency in Canada or the Internal Revenue Service in the United States). Other Benefits and Perquisites Except as disclosed as “all other compensation” in the Summary Compensation Table, we do not provide perquisites or other personal benefits to our NEOs. We may provide relocation assistance to newly hired or relocated executive officers on a case-by-case basis, the terms of which are negotiated as part of the applicable employment arrangement. 98 Compensation Governance Practices Clawback Policy We have adopted an executive compensation recovery (clawback) policy (the “Clawback Policy”) applicable to its executive officers. The Clawback Policy provides as follows: ● Covered Compensation : The Clawback Policy covers incentive-based compensation, including annual STIP cash awards and equity-based LTIP awards (including Options, RSUs, and PSUs), that are granted, earned, or vested based wholly or in part on the attainment of financial reporting measures. ● Triggering Events : The Clawback Policy is triggered by an accounting restatement of our financial statements due to material noncompliance with applicable financial reporting requirements (including both error corrections and ‘little r’ restatements). In addition, the LTIP contains broader forfeiture provisions applicable upon termination of employment for cause, violation of material Corporation policies, fraud, and breach of non-competition, confidentiality, or other restrictive covenants. ● Recovery Period : The Clawback Policy applies to incentive-based compensation received by covered executive officers during the three completed fiscal years preceding the date the Company is required to prepare an accounting restatement. ● Administration : The Clawback Policy is administered by the Compensation Committee. The Compensation Committee is authorized to determine the form and timing of recovery, which may include repayment of cash, forfeiture of outstanding equity awards, or offset against future compensation, subject to applicable law. ● Regulatory Compliance : The Clawback Policy is designed to support compliance with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 thereunder, and applicable Nasdaq listing standards relating to the recovery of erroneously awarded compensation. Anti-Hedging and Anti-Pledging Pursuant to our Securities Trading Policy, the following restrictions apply to our officers and directors with respect to the Company’s securities: ● Anti-Hedging : Our officers and directors are prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the officer or director. Prohibited instruments include, without limitation, prepaid variable forward contracts, equity swaps, collars, and units of exchange funds. ● Anti-Pledging : Our Securities Trading Policy restricts the pledging of Corporation securities in a manner that could result in trading in contravention of our insider trading and blackout period policies. ● Derivative Securities : Officers and directors are prohibited from using derivative securities or engaging in other transactions designed to hedge or speculate on the value of the Company’s Common Shares in a manner inconsistent with our Securities Trading Policy. Option Grant Timing : Our practices with respect to the timing of Option grants are as follows: ● Grant Timing and MNPI : We do not time the grant of Options in coordination with the release of material non-public information (“MNPI”) in order to benefit recipients or to otherwise affect the value of equity-based compensation. ● Board and Committee Approval : All Option grants are approved by the Board upon recommendation of the Compensation Committee. Grant dates are established at the time of Board approval and are not subject to retroactive adjustment. ● New Hire Grants : Option grants to newly appointed executives are approved by the Board and are made at grant prices reflecting market prices at the time of Board approval, not timed in coordination with the release of MNPI. 99 General Grant Practices: Our general policies and practices regarding the timing of equity grants to NEOs are as follows: ● Predetermined Schedule : Annual LTIP grants to NEOs are generally made in connection with the Compensation Committee’s annual compensation review cycle, following the end of the preceding fiscal year or in the first quarter of the relevant fiscal year. ● Relationship to Financial Results : Annual grants are typically made following the completion of year-end financial reporting processes. We do not time grants in anticipation of or in coordination with the release of annual or interim financial results or other MNPI disclosures. ● Committee Role : The Compensation Committee reviews and recommends all equity grants for approval by the Board. Grant dates are established upon Board approval and are not subject to retroactive modification. ● Changes in Fiscal Year 2025 : There were no material changes to our equity grant timing practices during fiscal year 2025. Forfeiture Provisions The LTIP and applicable award agreements include forfeiture provisions applicable to awards upon the occurrence of certain events, as follows: ● Non-Competition Violations : Each of the NEOs has entered into a non-competition and non-disclosure agreement with the Company. Breach of applicable non-competition restrictions may result in forfeiture and cancellation of unvested awards and recovery of previously settled awards, as determined by the Compensation Committee. ● Confidentiality Violations : Breach of confidentiality obligations owed to the Company constitutes a forfeiture event under the LTIP, and may result in cancellation of outstanding awards and recoupment of compensation previously paid or delivered. ● Termination for Cause : Upon termination of employment or service for cause (as defined in the LTIP, which includes fraud, gross misconduct, and material breach of obligations), all outstanding vested and unvested awards are immediately forfeited and cancelled as of the termination date, with no compensation payable in respect thereof. ● Other Misconduct : Pursuant to the LTIP’s general forfeiture provisions, the Board may specify in any award agreement that the Participant’s rights with respect to an award shall be subject to reduction, cancellation, or forfeiture upon conduct detrimental to the business or reputation of the Company, violation of material Corporation policies, or other events specified by the Board at the time of grant. Accounting and Tax Considerations Accounting Treatment The Compensation Committee considers the accounting implications of compensation decisions. Equity-based compensation is accounted for in accordance with FASB ASC Topic 718. Equity-based compensation awards granted during 2025 under the LTIP—including Options, RSUs, PSUs, and DSUs—are accounted for in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Grant date fair values for Options are calculated using the Black-Scholes option pricing model, and grant date fair values for RSUs and PSUs are calculated based on the closing price of the Common Shares on the TSX at the time of grant. The Compensation Committee is aware that accounting costs associated with equity awards affect the Company’s reported financial results and takes such costs into account when determining the overall size of the annual LTIP pool, without allowing accounting treatment to inappropriately constrain the structure or form of equity awards selected. The Compensation Committee believes that the value and incentive properties of performance-based equity, in particular, justify the associated accounting treatment. 100 Tax Treatment The Compensation Committee considers the tax implications of compensation program design in its decision-making, while recognizing that tax optimization is only one factor among several governing compensation structure. The following tax considerations are material to our executive compensation program: ● Section 162(m) Deductibility : Section 162(m) of the U.S. Internal Revenue Code generally limits the U.S. federal income tax deductibility of compensation paid to certain covered executive officers to $1 million per year. The Compensation Committee considers deductibility of compensation in program design but does not structure compensation solely to maximize deductibility, and may approve compensation that is not fully deductible where it determines that doing so is in the best interests of the Company and its shareholders. The Compensation Committee retains the flexibility to approve compensation that is not fully deductible where it determines that doing so is in the best interests of the Company and its shareholders. ● Section 409A : Our deferred compensation arrangements, including the DSU component of the LTIP, are designed with the intent to comply with, or be exempt from, Section 409A of the U.S. Internal Revenue Code, which imposes requirements on the timing and form of nonqualified deferred compensation. The DSU Award Agreement and LTIP include provisions designed to support this objective. ● Canadian Tax Considerations : As a Canadian corporation with employees and officers in Canada, we structure our compensation with reference to applicable Canadian income tax rules governing employee stock options and share-based awards, including the amendments to the employee stock option deduction rules that became effective January 1, 2023. The Compensation Committee consults with tax advisors as necessary to optimize the after-tax value of compensation programs for recipients while managing our tax position. Employment Agreements We have entered into employment agreements with certain NEOs that establish base salary, incentive opportunity, and severance provisions, which were in effect in 2025 to date. Material terms of these agreements are summarized below. In connection with completion of our U.S. Redomiciliation we intend to enter into new employment agreements with our executive officers, including our NEOs. Material terms of such agreements will be disclosed in subsequent filings. Benjamin Gagnon On August 8, 2025, we entered into an amended and restated employment agreement with Benjamin Gagnon, for Mr. Gagnon to continue as Chief Executive Officer. Key Terms: ● Current annual base salary: $528,888 ● Bonus opportunity : 200% of base salary ● Severance : (i) Termination of employment without cause: The executive will receive (a) a lump sum payment equal to two times the sum of his annual base salary and annual target bonus (b) a pro-rated target annual bonus for the year of terminations, paid in lump sum, and (c) twenty-four months of group insurance benefits. Upon such termination, outstanding unvested RSUs and Options held by Mr. Gagnon vest in full in accordance with the terms of the LTIP and unvested PSUs are forfeited, though the Board may in its discretion vest all or some of the PSUs based on performance achieved to date; (ii) Change in Control severance: Upon termination of employment by the executive within twelve months following a Change of Control under the constructive termination circumstances enumerated in his employment agreement, the executive will receive the same benefits listed in subsections (a), (b) and (c) above and outstanding unvested RSUs and Options vest in full, and unvested PSUs vest in full at 100% performance levels. ● Other provisions : Mr. Gagnon has entered into a non-competition and non-disclosure agreement with the Company. His employment agreement also includes customary provisions regarding confidentiality, intellectual property ownership, and compliance with the Company’s policies. 101 Jonathan Mir We entered into an employment agreement with Jonathan Mir on October 12, 2025, pursuant to which Mr. Mir serves as Chief Financial Officer of the Company. The material terms of Mr. Mir’s employment agreement are as follows: ● Current annual base salary: $478,888 ● Bonus opportunity : 100% of base salary ● Severance Provisions : Mr. Mir’s employment agreement includes customary severance provisions providing for continuation of base salary and/or notice upon termination without cause, in accordance with applicable employment standards legislation and the terms of his agreement. If Mr. Mir is terminated by us without cause or for good reason (as each is defined in the employment agreement), Mr. Mir will receive one year of base salary if the termination of employment occurs during the first year of service, and thereafter two months of additional severance per completed year of service up to a maximum of eighteen months of base salary. In addition, Mr. Mir’s employment agreement provides that all of Mr. Mir’s unvested equity awards, including options, PSUs and RSUs will be forfeited upon a termination of employment. Mr. Mir will also be eligible for continuation coverage under COBRA should he elect for six months. ● Change in Control Provisions : Mr. Mir’s employment agreement includes change in control severance provisions entitling him to enhanced severance payments upon termination of employment without cause or for good reason within eighteen months of a change in control. In the event Mr. Mir’s employment is terminated as set forth in the immediately preceding sentence, Mr. Mir will receive one year of base salary if the termination of employment occurs during the first year of service, and thereafter two months of additional severance per completed year of service up to a maximum of eighteen months of base salary. In addition, Mr. Mir’s Options and RSUs will vest, and unvested PSUs vest in full at 100% performance levels. Mr. Mir will also be eligible for continuation coverage under COBRA should he elect for six months. ● Other Material Terms : Mr. Mir has entered into a non-competition and non-disclosure agreement with the Company. His employment agreement also includes customary provisions regarding confidentiality, intellectual property ownership, and compliance with the Company’s policies. Liam Wilson We entered into an employment agreement with Liam Wilson on August 12, 2024, pursuant to which Mr. Wilson serves as Chief Operating Officer of the Company. The material terms of Mr. Wilson’s employment agreement are as follows: ● Current annual base salary: $374,988 ● Bonus opportunity : 100% of base salary ● Severance Provisions : Mr. Wilson’s employment agreement includes customary severance provisions providing for continuation of base salary and/or notice upon termination without cause, in accordance with applicable employment standards legislation and the terms of his agreement. If Mr. Wilson is terminated by us without cause or for good reason (as each is defined in the employment agreement), Mr. Wilson will receive one year of base salary paid in regular installments. Mr. Wilson will also receive his full STIP for the prior year if not paid prior to the termination of employment, and a pro rata share of his STIP bonus as of the date of termination of employment. All of Mr. Wilson’s unvested equity awards, including Options, PSUs and RSUs will be forfeited. Mr. Wilson will also be eligible for continuation coverage under COBRA should he elect for twelve months. ● Change in Control Provisions : Mr. Wilson’s employment agreement includes change in control severance provisions entitling him to enhanced severance payments upon termination of employment without cause or for good reason within eighteen months of a change in control. In the event Mr. Wilson’s employment is terminated as set forth in the preceding sentence, Mr. Wilson will receive two years of base salary payable in a lump sum. Mr. Wilson’s unvested RSUs and Options will immediately vest, and unvested PSUs vest in full at 100% performance levels upon termination of the employee after a Change in Control. Mr. Wilson will also be eligible for continuation coverage under COBRA should he elect for twelve months. In addition, all of Mr. Wilson’s Options and RSUs will vest, and unvested PSUs vest in full at 100% performance levels. Mr. Wilson will also be eligible for continuation coverage under COBRA should he elect for six months. ● Other Material Terms : Mr. Wilson has entered into a non-competition and non-disclosure agreement with the Company. His employment agreement also includes customary provisions regarding confidentiality, intellectual property ownership, and compliance with the Company’s policies. 102 Rachel Silverstein We entered into an employment agreement with Rachel Silverstein on October 22, 2024, pursuant to which Ms. Silverstein serves as Global General Counsel of the Company. The material terms of Ms. Silverstein’s employment agreement are as follows: ● Current annual base salary: $338,000 ● Bonus opportunity : 60% of base salary ● Severance Provisions : Ms. Silverstein’s employment agreement includes customary severance provisions providing for continuation of base salary and/or notice upon termination without cause, in accordance with applicable employment standards legislation and the terms of his agreement. If Ms. Silverstein is terminated by us without cause or for good reason (as each is defined in the employment agreement), Ms. Silverstein will receive six months of base salary in regular installments. Ms. Silverstein will also receive her full STIP for the prior year if not paid prior to the termination of employment, and a pro rata share of her STIP bonus as of the date of termination of employment. Ms. Silverstein’s employment agreement provides that upon a termination without cause or for good reason, all unvested Options shall immediately vest. Any other unvested equity awards, including options, PSUs and RSUs will be forfeited. Ms. Silverstein will also be eligible for continuation coverage under COBRA should she elect for six months. ● Change in Control Provisions : Ms. Silverstein’s employment agreement includes change in control severance provisions entitling her to enhanced severance payments upon termination of employment without cause or for good reason within eighteen months of a change in control. In the event Ms. Silverstein’s employment is terminated as set forth in the preceding sentence, Ms. Silverstein will receive eighteen months of base salary payable in lump sum. Ms. Silverstein will also be eligible for continuation coverage under COBRA should she elect for six months. In addition, Ms. Silverstein’s employment agreement provides that any unvested Options and RSUs will vest, and unvested PSUs vest in full at 100% performance levels upon a termination without cause or for good reason within 12 months following a change in control in accordance with the terms of the LTIP. ● Other Material Terms : Ms. Silverstein has entered into a non-competition and non-disclosure agreement with the Company. Her employment agreement also includes customary provisions regarding confidentiality, intellectual property ownership, and compliance with the Company’s policies. Jeffrey Lucas Mr. Lucas stepped down under circumstances constituting a termination without cause as Chief Financial Officer of the Company effective October 27, 2025. Mr. Lucas remained with the Company as a consultant to assist in the transition to Mr. Mir as Chief Financial Officer until March 31, 2026. As part of Mr. Lucas’s termination as Chief Financial Officer, he was provided the following payments and benefits: ● Severance pay: One year of annual salary, which is $458,888, paid bi-weekly, starting the first payroll date after the termination date. ● 2025 Performance bonus: $458,000, paid with all other employee bonuses in February 2026. ● Health insurance continuation payment: $44,500, lump-sum, paid with first bi-weekly severance payment. ● All unvested Options and RSUs vest in full as December 31, 2025. ● 841,710 PSUs (granted on 07/10/2025) forfeited upon separation of employment. ● 380,000 RSUs granted upon termination of employment and vested upon completion of his consulting arrangement on 3/31/2026. 103 Compensation Risk Assessment The Compensation Committee considers the implications of risks associated with our compensation policies and practices. The Compensation Committee reviews the executive compensation program to ensure that compensation policies are not reasonably likely to have a material adverse effect on the Company. Risk Mitigation Features: Our executive compensation program incorporates the following risk mitigation features: ● Balance of Fixed and Variable Pay : NEO total compensation includes a mix of fixed base salary and variable performance-based components (STIP and LTIP), ensuring that while executives are incentivized to achieve performance goals, a meaningful fixed component reduces pressure to take excessive risks to meet short-term targets. ● Short-Term and Long-Term Incentive Mix : The combination of annual STIP cash awards and multi-year LTIP equity awards (with vesting schedules of up to three years or more) encourages balanced decision-making oriented toward both near-term execution and sustainable long-term value creation. ● Multiple Performance Metrics : The STIP and performance-based LTIP awards are assessed against a diverse set of corporate financial, operational, and strategic metrics, reducing reliance on any single measure and mitigating the risk of gaming or short-term manipulation. ● Payout Caps : The Compensation Committee establishes maximum payout levels for STIP awards and PSU vesting, limiting the potential for windfall payments in the event of exceptional but unsustainable short-term results. ● Clawback Policy : Our Clawback Policy provides for recovery of incentive-based compensation in the event of a financial restatement, as described above, deterring conduct that could artificially inflate reported financial results. ● Equity Award Vesting : Multi-year vesting schedules for RSUs, PSUs, and Options maintain meaningful alignment between executive interests and Common Share price performance over time. ● Independent Oversight : The Compensation Committee retains the independent compensation consultant, CGP, and the full Board reviews and approves executive compensation determinations, providing independent oversight of compensation design and outcomes. The Compensation Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report. The Compensation Committee: ● Amy Freedman, Chair ● Fanny Philip ● Wayne Duso 104 COMPENSATION INFORMATION FOR OUR NEOs The following tables set forth compensation information for our NEOs for the fiscal years shown. Summary Compensation Table for Fiscal Year 2025 Name and Principal Position Fiscal Year Salary 1 ($) Stock Awards 2 ($) Option Awards 3 ($) Non-Equity Incentive Plan Compensation 4 ($) All Other Compensation 5 ($) Total $ Benjamin Gagnon Chief Executive Officer 2025 $ 457,058 $ 4,042,113 — $ 1,153,735 $ 76,446 $ 5,729,352 2024 $ 332,968 $ 1,068,880 $ 574,117 $ 281,227 $ 21,157 $ 2,278,349 2023 $ 231,098 — $ 444,665 $ 99,341 — $ 775,104 Jonathan Mir Chief Financial Officer 2025 $ 64,466 — $ 531,600 $ 106,389 — $ 702,455 2024 — — — — — — 2023 — — — — — — Liam Wilson Chief Operating Officer 2025 $ 369,891 $ 1,431,979 — $ 498,265 $ 111,889 $ 2,412,024 2024 $ 75,384 — $ 693,847 $ 77,130 $ 60,868 $ 907,229 2023 — — — — — — Rachel Silverstein General Counsel, Global 2025 $ 336,250 $ 344,195 — $ 297,102 $ 28,580 $ 1,006,127 2024 $ 37,500 $ 166,494 $ 15,994 $ 159,290 $ 379,278 2023 — — — — — — Jeffrey Lucas Former Chief Financial Officer 2025 $ 455,594 $ 3,602,923 $ 207,375 $ 458,888 $ 65,046 $ 4,789,826 2024 $ 436,026 $ 401,750 $ 401,882 $ 260,844 $ 46,667 $ 1,547,169 2023 $ 418,843 $ 289,000 $ 1,866,785 $ 221,189 $ 27,066 $ 2,822,883 (1) Amounts in the ’Salary’ column represents base salaries paid to NEOs. Any change in salary during 2025 was made retroactive to January 1, 2025. (2) Amounts reported in the ’Stock Awards’ columns represent the aggregate grant date fair value of share-based awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, excluding the effect of estimated forfeitures. For PSU awards, the amounts reported reflect the grant date fair value at target performance (100% achievement of the applicable Performance Criteria). If PSUs were to vest at maximum payout levels, the aggregate grant date fair value for each NEO would be as follows: Mr. Gagnon, $6,751,945, Mr. Mir, N/A, Mr. Wilson, $2,391,655, Ms. Silverstein, $574,865 and Mr. Lucas, $1,801,259. All of Mr. Lucas’s PSUs were forfeited upon his separation from employment. As of December 31, 2025, Mr. Lucas held 285,700 vested shares and 380,000 unvested shares of the 2025 Awards valued at $1,564,395 as of December 31, 2025. (3) For Option Awards, grant date fair values for Options are calculated using the Black-Scholes option pricing model. The assumptions used in these calculations are set forth in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 (or 2024, as applicable). These amounts reflect the accounting cost recognized by the Company for these awards and do not correspond to the actual value that may be realized by the NEO. (4) Amounts in the ‘Non-Equity Incentive Plan Comp’ column represent annual STIP cash incentive awards earned for performance during the applicable fiscal year (5) ‘All Other Compensation’ includes the following items pursuant to Item 402(c)(2)(ix) of Regulation S-K where applicable based on the actual additional cost incurred by us in providing the perquisite or other personal benefit: Name Subsidiary Director Fees Employer Paid Health Insurance Home Office Allowance 401(k) Contribution Unpaid Vacation Days Tax Equalization Consulting Fees Total Other Compensation Mr. Gagnon $ 26,423 $ 6,524 $ 6,179 $ 37,302 $ 76,446 Mr. Wilson $ 6,000 $ 14,000 $ 76,905 $ 14,984 $ 111,889 Ms. Silverstein $ 8,580 $ 6,000 $ 14,000 $ 28,580 Mr. Lucas $ 15,600 $ 6,000 $ 2,852 $ 40,594 $ 65,046 105 Grants of Plan-Based Awards for Fiscal Year 2025 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock All Other Exercise or Base Price of Option Awards Closing Price on Date of Fair Value of Equity Name Grant Date Minimum ($) Target ($) Maximum ($) Minimum Target Maximum or Units (3) Options (4) ($/Sh) (5) Grant ($/Sh) Awards (6) Benjamin Gagnon $ 0 $ 891,776 $ 1,783,552 7/10/25 0 1,940,214 3,880,428 646,738 $ 2,729,518 Jonathan Mir $ 0 $ 86,593 $ 173,186 10/13/25 0 250,000 $ 4.28 5.39 $ 531,600 Liam Wilson $ 0 $ 374,988 $ 749,976 7/10/25 0 687,818 1,375,636 229,273 $ 981,287 Rachel Silverstein $ 0 $ 202,800 $ 405,600 7/10/25 0 165,326 330,652 55,109 $ 235,865 Jeffrey Lucas $ 0 $ 458,888 $ 917,776 7/10/25 0 841,710 1,683,420 285,700 $ 1,206,328 10/27/2025 $ 0 $ 0 $ 0 0 0 0 380,000 $ 1,725,200 12/31/25 $ 0 $ 0 $ 0 0 0 0 285,700 87,500 $ 2.20 2.35 $ 878,770 (1) ‘Estimated Future Payouts Under Non-Equity Incentive Plan Awards’ represents the minimum (0%), target (100%), and maximum (200%) STIP cash award opportunities for fiscal year 2025 for each applicable NEO, expressed in U.S. dollars. Based on the achievement of certain personal and Company performance goals, the executive can receive anywhere between 0% and 200% of the target amount. For 2025, the executives were awarded 133% of the target amount. (2) ‘Estimated Future Payouts Under Equity Incentive Plan Awards’ represents the minimum (0%), target (100%), and maximum (200%) number of Common Shares that may be issued upon vesting of PSU awards granted during fiscal year 2025, based on the applicable Performance Criteria. For Mr. Lucas, his PSUs were forfeited upon his separation of employment. (3) ‘All Other Stock Awards’ represents the number of RSUs granted to each NEO during fiscal year 2025. Each RSU entitles the holder to receive one Common Share upon vesting, subject to the applicable Restriction Period. RSUs vest in equal one-third installments on the first, second, and third anniversaries of the Grant Date. For Mr. Lucas, the 380,000 RSUs awarded 10/27/2025 represents a grant as compensation for Mr. Lucas to remain a consultant for the Company through March 31, 2026 whereupon the RSUs will vest in full, and the 285,700 RSUs awarded 12/31/2025 represents the accelerated vesting of unvested RSUs upon his separation of employment. 106 (4) ‘All Other Option Awards’ represents the number of Options granted to each NEO during fiscal year 2025, each exercisable to acquire one Common Share. For Mr. Lucas, the 87,500 options awarded 12/31/2025 set forth above represents the accelerated vesting of unvested options upon his separation of employment. (5) The exercise price of Options represents the Current Market Price on the Grant Date, being the five-day VWAP of the Common Shares on the TSX for the five trading days immediately preceding the Grant Date. Option grants are awarded with an exercise price in Canadian Dollars and have been converted to U.S. Dollars based on a spot exchange rate. (6) Grant date fair value amounts in the final column are calculated in accordance with FASB ASC Topic 718. For Options, fair value is computed using the Black-Scholes model. For RSUs and PSUs, fair value is based on the closing price of the Common Shares on the TSX on the Grant Date. PSU fair values are reported at target performance. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following narrative disclosure provides additional context regarding the material factors necessary to understand the information reported in the tables above. ● Employment Agreements : The material terms of each continuing NEOs employment agreement, including base salary, bonus opportunity, and severance provisions, are described under ‘Employment Agreements’ above. Each NEOs compensation as reported in the Summary Compensation Table reflects the terms of the applicable employment arrangement. ● Equity Award Vesting : RSUs granted during fiscal year 2025 vest in equal one-third installments on the first, second, and third anniversaries of the applicable Grant Date, subject to continued employment. PSUs earned and vest upon achievement of the applicable Performance Criteria within the specified Performance Cycle, as determined by the Board on the Determination Date. Options vest in accordance with the schedule specified in the applicable Award Agreement, subject to a minimum 12-month Restriction Period. ● PSU Performance Conditions : The Performance Criteria applicable to PSU awards granted in fiscal year 2025 are established by the Board at the time of grant and specified in the applicable Award Agreement. Achievement of Performance Criteria is assessed by the Board on the Determination Date following the end of the applicable Performance Cycle. ● Option Repricing and Modifications : There was no repricing or material modifications of Options during fiscal year 2025. ● Performance Target Modifications : No material waivers or modifications of performance targets were made during fiscal year 2025. ● Compensation Mix : Base salary represents the fixed component of total NEO compensation. STIP cash awards and equity-based LTIP grants represent the variable, performance-linked components. The Compensation Committee intends for a substantial portion of total target direct compensation for each NEO to be at risk and contingent upon performance outcomes. CEO Pay Ratio ● Pursuant to the requirements of Item 402(u) of Regulation S-K, we determined the relationship between the annual total compensation of our Chief Executive Officer and the median of the annual total compensation of all other employees of the Company. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions, and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. ● For fiscal year 2025, our Chief Executive Officer was Benjamin Gagnon. Mr. Gagnon’s annual total compensation for fiscal year 2025 was $5,729,352, as reported in the Summary Compensation Table above. ● The median of the annual total compensation of all employees of the Company (other than the CEO) for fiscal year 2025 was $78,624, calculated in the same manner. ● Based on this information, for fiscal year 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 73 to 1. ● We identified the median employee by examining 2025 total compensation for all individuals who were employed by us on December 31, 2025. We included all individuals employed by us on December 31, 2025, whether employed on a full-time or part-time basis, and excluded independent contractors. 107 Outstanding Equity Awards at Fiscal Year-End 2025 Name Number of Securities Underlying Unexercised Options (#) (1) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Share Units of Stock That Have Not Vested (#) (1) Market Value of Shares or Units of Stock That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) Benjamin Gagnon 646,738 $ 1,519,834 1,940,214 $ 4,559,503 375,000 125,000 2.21 9/30/2029 250,000 2.80 12/22/2028 50,000 1.01 6/30/2028 200,000 0.40 12/27/2027 312,500 1.79 5/19/2027 125,000 5.94 12/8/2026 500,000 3.66 6/26/2026 Jonathan Mir 62,500 187,500 4.28 10/13/2030 Liam Wilson 229,273 $ 538,792 687,818 $ 1,616,372 262,500 87,500 2.21 9/30/2029 250,000 - 2.24 8/23/2029 Rachel Silverstein 108,750 36,250 2.21 9/30/2029 55,109 $ 129,506 165,326 $ 388,516 Jeffrey Lucas 350,000 2.21 6/30/2028 400,000 2.80 6/30/2028 1,450,000 1.38 6/30/2028 125,000 0.40 6/30/2028 600,000 1.79 6/30/2028 380,000 $ 893,000 (1) The vesting dates for unvested Options and stock awards (RSUs and PSUs) are described in the applicable Award Agreements. RSU vesting dates are the first, second, and third anniversaries of the applicable Grant Date. PSU vesting dates are determined on a three-year cliff basis upon achievement of the applicable Performance Criteria for the applicable Performance Cycle. Vesting occurs on the determination date following the end of the Performance Cycle. (2) PSU awards vest upon satisfaction of Performance Criteria as established in the applicable Award Agreement and determined by the Board on the Determination Date. (3) The market value of unvested stock awards (RSUs) and unearned equity incentive plan awards (PSUs) is calculated based on the closing price of the Common Shares on Nasdaq on December 31, 2025, of $2.35. PSU amounts are reported at target performance levels. No Options or stock awards held by the NEOs as of December 31, 2025 have been transferred other than for value. All Options reported are subject to the terms of the LTIP and the applicable Award Agreement, including provisions regarding vesting, exercise, and treatment upon termination and Change of Control, as described above. 108 Option Exercises and Stock Vested in Fiscal Year 2025 Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) (1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) (2) Benjamin Gagnon 440,000 $ 476,036 287,333 $ 573,704 Jonathan Mir Liam Wilson Rachel Silverstein Jeffrey Lucas 572,236 $ 903,679 (1) The value realized on exercise of Options was computed as the difference between the market price of the Common Shares on the TSX at the time of exercise and the applicable exercise price, multiplied by the number of Options exercised. (2) The value realized on vesting of RSUs was computed as the closing price of the Common Shares on the TSX on the applicable vesting date multiplied by the number of shares acquired upon vesting. No amounts realized upon exercise or vesting were deferred by any NEO. Amounts are reported in U.S. dollars. For awards originally denominated in Canadian dollars, values have been converted using the exchange rate in effect on the applicable exercise or vesting date. Pension Benefits We do not maintain any defined benefit pension plans in which the NEOs participate. We have no pension or retirement plan other than the employer-sponsored group retirement savings plans described under ‘Retirement Benefits’ above. Nonqualified Deferred Compensation in Fiscal Year 2025 We do not maintain a nonqualified deferred compensation plan for the NEOs. We do offer DSUs to the Board members, however, no one has elected to accept such awards. Potential Payments Upon Termination or Change in Control The Company has entered into employment agreements with certain NEOs that provide for payments upon termination of employment under various circumstances, including following a change in control of the Company. Termination Scenarios: The following scenarios may trigger payments to NEOs: ● Termination without Cause ● Termination for Good Reason ● Termination following Change in Control ● Death ● Disability ● Voluntary Resignation ● Retirement Change of Control is defined in the LTIP to include: (i) any transaction whereby a Person or group of two or more Persons acting jointly or in concert acquires beneficial ownership or control of 50% or more of the voting securities of the Company; (ii) the sale, assignment, or other transfer of all or substantially all of the assets of the Company; (iii) the consummation of a complete dissolution or liquidation of the Company; (iv) the occurrence of a transaction requiring shareholder approval whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, or statutory arrangement; or (v) a majority of the Board being replaced during any twelve-month period by directors not endorsed by a majority of the Board. 109 Outstanding equity awards held by Mr. Gagnon are subject to accelerated vesting upon a qualifying termination following a Change of Control in accordance with the terms of the LTIP. Upon termination without cause (outside of a Change of Control context), outstanding unvested RSUs and Options held by Mr. Gagnon become fully vested and exercisable in accordance with the terms of the LTIP. Mr. Gagnon has entered into a non-competition and non-disclosure agreement with the Company that remains in effect following any termination of employment. Estimated Payments: The following table shows the estimated payments that would be made to each NEO assuming termination occurred on December 31, 2025: Name Termination Due to Death or Disability Termination Due to Retirement Termination without Cause or for Good Reason Termination without Cause or for Good Reason following a Change in Control Benjamin Gagnon — — $ 9,396,194 $ 9,396,194 Jonathan Mir — — $ 957,776 $ 1,835,364 Liam Wilson — — $ 749,976 $ 3,380,598 Rachel Silverstein — — $ 371,800 $ 1,066,645 Cash severance amounts for each NEO are calculated based on the applicable employment agreement severance multiple applied to the NEOs annual base salary as of December 31, 2025. Equity acceleration values are calculated based on the number of unvested awards subject to acceleration multiplied by the closing price of the Common Shares on December 31, 2025. Former NEO Jeffrey Lucas is not included in the forward-looking termination scenarios table as he was no longer employed by the Company as of December 31, 2025; information regarding actual severance paid to this individual is reported in the Summary Compensation Table for fiscal year 2025 above. Assumptions: The amounts shown in the table are based on the following material assumptions: ● Termination date of December 31, 2025 ● Stock price of $2.35 (closing price on December 31, 2025) Non-Employee Director Compensation The total fiscal year 2025 compensation of our non-employee directors is shown in the following table. Mr. Gagnon serves as a director and as our Chief Executive Officer, but he has not received and does not receive any additional compensation for services provided as a director. Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1) Total ($) Andrew J. Chang $ 84,567 $ 142,591 $ 227,158 Wayne Duso $ 13,859 $ 96,105 $ 109,964 Amy Freedman $ 98,616 $ 142,591 $ 241,207 Edith Hofmeister $ 133,033 $ 142,591 $ 275,624 Brian Howlett $ 136,088 $ 142,591 $ 278,679 Fanny Philip $ 142,006 $ 142,591 $ 284,597 (1) Amounts reported in the ’Stock Awards’ column represent the aggregate grant date fair value of share-based awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, excluding the effect of estimated forfeitures. The assumptions used in these calculations are set forth in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025. 110 (2) As of December 31, 2025, our non-employee directors held the following number of stock and Options: Name Options (#) RSU (#) Andrew J. Chang 210,000 178,685 Wayne Duso 150,000 - Amy Freedman 210,000 178,685 Edith Hofmeister 280,000 178,685 Brian Howlett 553,750 178,685 Fanny Philip 210,000 178,685 Our non-employee directors earn an annual base cash retainer of $100,000, with the exception of the Chairman of the Board who earns an annual base cash retainer of $150,000. We pay an annual retainer in lieu of separate meeting fees. In addition to the retainer, in 2025 directors who chaired a committee earned an additional $20,000, with the exception of the Chair of the Audit Committee who earned an additional $30,000. Each non-employee director who sat on a committee earned an additional $6,000 per year. Non-employee directors are reimbursed for expenses of meeting attendance, if any. No non-employee director received perquisites or other personal benefits in 2025, having a total value of $10,000 or more, or had a different compensation arrangement than as described herein. In addition to annual cash payments, in 2025 each non-employee director received an equity grant in the form of Restricted Stock Units valued at $140,000 (calculated pursuant to FASB ASC Topic 718). Grants of equity awards supplement the cash compensation paid to our non-employee directors and serve to increase their identification with the interests of our stockholders through equity ownership. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information All equity compensation awards outstanding and available for future grants under the LTIP are as set forth in the following table, which summarizes information about our equity compensation plans as of December 31, 2025. The only equity compensation plan in effect as of December 31, 2025, is the LTIP (the new omnibus plan approved at the June 30, 2025 annual meeting), which superseded the Old LTIP. All awards currently outstanding under the Old LTIP continue to be governed by its terms. Plan Name: Bitfarms Ltd. Long-Term Incentive Plan (the “LTIP”), approved by shareholders on June 30, 2025, as successor to the Long-Term Incentive Plan (the “Old LTIP”), last approved by shareholders on April 16, 2024. Securities Authorized: The LTIP is a 10% rolling plan under which the aggregate number of Common Shares available for issuance at any given time shall not exceed 10% of the issued and outstanding Common Shares at the time of any grant. Securities Outstanding: The number of Common Shares issuable pursuant to outstanding awards under the LTIP and Old LTIP as of December 31, 2025, is set forth in the equity compensation plan information table below. Weighted Average Exercise Price: The weighted average exercise price of outstanding Options as of December 31, 2025, is set forth in the equity compensation plan information table below. Securities Available for Future Issuance: As of December 31, 2025, the number of Common Shares remaining available for future issuance under the LTIP (calculated as 10% of outstanding Common Shares less outstanding awards) is set forth in the equity compensation plan information table below. Material Plan Terms: The material terms of the LTIP are described under ‘Long-Term Incentive Compensation’ above. Awards under the LTIP include Options, RSUs, PSUs, and DSUs. The LTIP was approved by the Board on May 13, 2025, and by shareholders at the June 30, 2025, annual meeting, with unallocated entitlements approved until May 23, 2028. 111 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) Equity Compensation Plans Approved by Shareholders (1) 25,032,817 (2) 1.51 (3) 35,125,183 (4) Equity Compensation Plans Not Approved by Shareholders Nil Nil Nil Total 25,032,817 1.51 35,125,183 (1) Consists of the Old LTIP, the LTIP and the Stronghold Omnibus Incentive Plan (the “Stronghold Plan”). No new securities are being issued under the Old LTIP and under the Stronghold Plan. (2) Consists of 15,949,817 Common Shares subject to outstanding RSUs and Options granted under the Old LTIP and 9,083,000 Common Shares subject to outstanding RSUs, PSUs (assuming a target payout) and Options under the LTIP, each outstanding as of December 31, 2025. (3) Weighted average exercise price of outstanding options under the Old LTIP and the LTIP. (4) Consists of shares available for future grant under the current LTIP. Beneficial Security Ownership Table The following table sets forth certain information, as of March 27, 2026, with respect to the beneficial ownership of our Common Shares by (i) each shareholder known by us to be the beneficial owner of more than five percent (5%) of our Common Shares, (ii) by each of our current directors and named executive officers as identified herein, and (iii) all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the Common Shares, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common Shares and non-qualified stock options (“Options”) exercisable into Common Shares within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding the Options, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the address for all officers and directors listed below is 120 Broadway, Suite 1075, New York, New York, 10004. Title of Class Beneficial Holders Amount and Nature of Beneficial Ownership Percent of Class Directors and Named Executive Officers Common Shares Benjamin Gagnon 3,441,770 * Common Shares Jonathan Mir 125,000 * Common Shares Liam Wilson 600,000 * Common Shares Rachel Silverstein 146,390 * Common Shares Edith Hofmeister 505,001 * Common Shares Brian Howlett 683,696 * Common Shares Fanny Philip 375,685 * Common Shares Amy Freedman 264,568 * Common Shares Andrew J. Chang 373,685 * Common Shares Wayne Duso 75,000 * Common Shares Jeffrey Lucas 3,876,982 * Common Shares Current Directors and NEOs as a group 10,467,777 * 5% Holders Common Shares Jane Street Group, LLC (1) 33,552,042 5.6 % ’*’ means the shares owned by the NEO or Director represented less than 1% of the total issued and outstanding shares. (1) Jane Street Group, LLC filed with the SEC a Schedule 13G on February 12, 2026, (and this disclosure is based entirely on this filing) reporting that it or certain of its affiliates beneficially owned in the aggregate 33,552,042 shares as of December 31, 2023, for which it had no sole voting power, shared voting power for 33,552,042 shares, no sole dispositive power, and shared dispositive power for 33,552,042 shares. 112 Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions There were no “Related Party Transactions” since January 1, 2025. Related Party Transactions are transactions (or a series of similar transactions) in which the Company is a participant, the amount involved exceeds $120,000, and a “Related Party” had, has or will have a direct or indirect material interest (other than Board or executive officer compensation arrangements specified in Item 404 of Regulation S-K under the Securities Act). “Related Parties” are Bitfarms’ directors, director nominees, executive officers, beneficial owners of more than 5% of our Common Shares, any immediate family members of the foregoing and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which such person has a beneficial ownership interest of 10% or more. In connection with the U.S. Redomiciliation, we expect to adopt a new Related Persons Transactions Policy. Director Independence Under the listing requirements and rules of the Nasdaq, we are required to have a majority of independent directors on the Board, and our Audit Committee and Compensation Committee are required to consist fully of independent directors. The Board has undertaken a review of the independence of each director and, based on information provided by each non-employee director concerning their background, employment and affiliations, the Board determined that Edith Hofmeister, Andrew J. Chang, Wayne Duso, Amy Freedman, Brian Howlett, Fanny Philip do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under Nasdaq rules. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of Bitfarms securities by each such non-employee director or affiliated entities, and their involvement in any transactions described under the heading “Related Party Transactions.” Item 14. Principal Accountant Fees and Services. Fees for professional services provided by our independent registered public accounting firm for the last two fiscal years include: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Audit Fees (1) $ 2,383,509 $ 2,047,744 Audit-Related Fees (2) $ 85,892 $ 261,352 Tax Fees (3) $ — $ — All Other Fees (4) $ — $ 14,601 Total $ 2,469,401 $ 2,323,697 Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services consisted primarily of file quality review fees and fees for the review of quarterly financial statements, related documents and consent letters. Tax Fees. Tax fees consist of fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities. All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related to a potential business combination. 113 Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the Audit Committee charter. In 2025 and 2024, all services performed by our independent registered public accounting firm for us and our subsidiaries have been pre-approved by the Audit Committee. Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “Index to Financial Statements and Supplementary Data” herein. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Incorporated by Reference Exhibit Number Description Form File No. Filing Date Exhibit No. Filed Herewith 2.1 Agreement and Plan of Merger, dated August 21, 2024 by and among Bitfarms Ltd., Backbone Mining Solutions LLC, Stronghold Digital Mining, Inc. and HPC & AI Megacorp, Inc. F-4 333-282657 January 21, 2025 2.1 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated September 12, 2024 F-4 333-282657 January 21, 2025 2.2 2.3 Arrangement Agreement 6-K 001-40370 February 19, 2026 99.1 3.1 Articles of Continuance of Bitfarms Ltd. 8-A 001-40370 July 30, 2024 3.1 3.2 By-laws of Bitfarms Ltd. 8-A 001-40370 July 30, 2024 3.2 4.2 Description of Securities X 4.3 Shareholder Rights Plan Agreement, dated as of July 24, 2024 8-A 001-40370 July 30, 2024 4.1 4.4 Form of Rights Certificate 8-A 001-40370 July 30, 2024 4.1 4.5 Note Indenture dated October 21, 2025 by and among Bitfarms Ltd., Computershare Trust Company, N.A. as trustee and Computershare Trust Company of Canada as Canadian co-trustee, relating to the 1.375% Convertible Senior Notes due 2031 6-K 001-40370 October 22, 2025 99.1 4.6 Form of Note Representing 1.375% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.5) 6-K 001-40370 October 22, 2025 99.1 10.1*† Employment Agreement between the Company and Ben Gagnon X 10.2*† Employment Agreement between the Company and Jonathan Mir X 10.3*† Employment Agreement between the Company and Liam Wilson X 10.4*† Employment Agreement between the Company and Rachel Silverstein X 10.5* Stronghold Digital Mining, Inc. Omnibus Incentive Plan S-8 333-285894 March 19, 2025 4.3 10.6* Amendment No. 1 to the Stronghold Digital Mining, Inc. Omnibus Incentive Plan S-8 333-285894 March 19, 2025 4.4 10.7* Amendment No. 2 to the Stronghold Digital Mining, Inc. Omnibus Incentive Plan S-8 333-285894 March 19, 2025 4.5 10.8* Amendment No. 3 to the Stronghold Digital Mining, Inc. Omnibus Incentive Plan S-8 333-285894 March 19, 2025 4.6 10.9* Bitfarms Ltd. Long Term Incentive Plan as amended on March 3, 2022, January 15, 2024 and April 16, 2024 S-8 333-278868 April 22, 2024 4.3 114 Incorporated by Reference Exhibit Number Description Form File No. Filing Date Exhibit No. Filed Herewith 10.10* Bitfarms Ltd. Long-Term Incentive Plan, dated June 30, 2025 X 10.11 Form of Capped Call Confirmation 6-K 001-40370 October 22, 2025 99.2 10.12 Voting Agreement, dated as of August 21, 2024, by and among Bitfarms Ltd. and certain stockholders of Stronghold Digital Mining, Inc. F-4 333-282657 January 21, 2025 10.2 10.13 TRA Waiver and Termination Agreement, dated as of August 21, 2024, by and among Bitfarms Ltd., Stronghold Digital Mining, Inc. and certain stockholders of Stronghold Digital Mining, Inc. F-4 333-282657 January 21, 2025 10.3 10.14 Conversion Agreement, dated as of August 21, 2024, by and among Bitfarms Ltd., Stronghold Digital Mining, Inc. and Stronghold Series C preferred stockholders F-4 333-282657 January 21, 2025 10.4 10.15 Custodial Services Agreement, dated April 21, 2021, by and between Backbone Hosting Solutions Inc. and Coinbase Custody Trust Company, LLC. 6-K 001-40370 May 20, 2022 99.5 10.16 Master Custody Service Agreement, dated August 1, 2023, by and between Anchorage Digital Bank N.A. and Backbone Hosting Solutions Inc. 6-K 001-40370 March 7, 2024 99.2 10.17 Service Agreement, dated September 18, 2023, by and among between Bitfarms Ltd. and Foundry USA Pool 6-K 001-40370 November 11, 2023 99.1 10.18 Foundry USA Pool Payout Methodology, dated as at March 6, 2024 6-K 001-40370 March 7, 2024 99.1 10.19 Settlement Agreement, dated September 23, 2024, by and between Bitfarms Ltd. and Riot Platforms, Inc. 6-K 001-40370 September 23, 2024 99.1 10.22 Share Purchase Agreement dated March 17, 2025 by and among Bitfarms Ltd., Hive Holdings Paraguay 1 Ltd., Hive Holdings Paraguay 2 Ltd., Hive Digital Technologies, Ltd. and Backbone Hosting Solutions Inc. 6-K 001-40370 June 10, 2025 99.1 19.1 Insider Trading Policy X 21.1 Subsidiaries of Registrant X 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm X 31.1 Principal Executive Officer Certification pursuant to Rule 13(a)-14(a) X 31.2 Principal Financial Officer Certification pursuant to Rule 13(a)-14(a) X 32.1** Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code X 32.2** Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code X 97.1* Clawback Policy X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File X * Management contract or compensation plan or arrangement ** Furnished herewith † Certain portions of this exhibit have been omitted because they are both: (i) not material; and (ii) of the type that the registrant treats as private or confidential. Item 16. Form 10-K Summary. None. 115 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BITFARMS LTD. Date: March 31, 2026 /s/ Benjamin Gagnon By: Benjamin Gagnon Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin Gagnon, Jonathan Mir and Rachel Silverstein and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Benjamin Gagnon Name: Benjamin Gagnon Title: Chief Executive Officer and Director (Principal Executive Officer) Date: March 31, 2026 /s/ Jonathan Mir Name: Jonathan Mir Title: Chief Financial Officer (Principal Financial Officer) Date: March 31, 2026 /s/ Marc-André Ammann Name: Marc-André Ammann Title: (Principal Accounting Officer) Date: March 31, 2026 /s/ Edith Hofmeister Name: Edith Hofmeister Title: Director and Chair of the Board Date: March 31, 2026 /s/ Brian Howlett Name: Brian Howlett Title: Director Date: March 31, 2026 /s/ Fanny Philip Name: Fanny Philip Title: Director Date: March 31, 2026 /s/ Amy Freedman Name: Amy Freedman Title: Director Date: March 31, 2026 /s/ Andrew J. Chang Name: Andrew J. Chang Title: Director Date: March 31, 2026 /s/ Wayne Duso Name: Wayne Duso Title: Director Date: March 31, 2026 116