KEEL

Business Context and Reporting Period

This 10-K filing covers the fiscal year ended December 31, 2025, for Bitfarms Ltd. (referred to as "Bitfarms" or the "Company"). The Company is a North American digital and energy infrastructure firm currently executing a strategic transformation from Bitcoin Mining to High-Performance Computing (HPC) and Artificial Intelligence (AI) data center development. As of the filing date, Bitfarms has approved a plan to redomicile from Canada to the United States, becoming "Keel Infrastructure Corp." (ticker: KEEL), with completion expected on or about April 1, 2026.

Key Financial Metrics

Note: The 2025 Net Loss includes significant non-cash charges related to discontinued operations in Argentina and Paraguay, as well as unrealized losses on derivative instruments.

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased 72% year-over-year, driven by a higher average Bitcoin price ($100,942 in 2025 vs. $63,715 in 2024) and increased hashrate following the acquisition of Stronghold Digital Mining. The geographic mix shifted significantly, with U.S. operations contributing 51% of revenue in 2025 compared to 12% in 2024.
• Discontinued Operations: The Company exited Latin American operations. Argentina operations were abandoned due to power supply halts, and Paraguay operations were classified as "held for sale." These actions resulted in a $76.0 million loss from discontinued operations, primarily due to asset impairments.
• Strategic Pivot: The Company acquired Stronghold Digital Mining in March 2025, adding two waste-to-energy power generation facilities in Pennsylvania. This acquisition is central to the pivot toward HPC infrastructure, providing secured power capacity for future data centers.
• Capital Structure: In October 2025, the Company issued $588 million in 1.375% Convertible Senior Notes due 2031. This, combined with an At-The-Market (ATM) equity program, significantly bolstered liquidity to fund the transition to HPC.

Guidance, Outlook, and Risks

Outlook and Strategy: The Company's primary growth area is HPC Infrastructure. It aims to convert existing Bitcoin Mining assets into data centers designed for AI workloads, targeting lease agreements with hyperscalers and AI companies. Initial HPC revenue generation is anticipated to begin in 2027. The Company holds a 2.2 GW power capacity pipeline, with 648 MW secured and 1,513 MW in development.

Management Commentary: Management emphasizes that the transition to HPC requires substantial upfront capital and will shift the timing of cash inflows. They believe their existing power assets and grid interconnections provide a competitive advantage in supply-constrained markets.

Key Risks:

• Regulatory Risk (Quebec): The Government of Quebec issued a decree in February 2026 instructing regulators to increase tariffs for cryptocurrency mining, potentially rendering operations in the province economically unviable. The Company is contesting this in court.
• Bitcoin Volatility: Profitability remains tied to Bitcoin prices and network difficulty. The April 2024 "halving" reduced block rewards, impacting margins.
• Execution Risk: The Company has limited experience in developing HPC data centers. Delays in construction, permitting, or securing tenants could adversely affect financial results.
• Legal Proceedings: A putative securities class action lawsuit was filed in May 2025 alleging false statements regarding internal controls and operations. The outcome is uncertain.

Important Facts for Investor Verification

• U.S. Redomiciliation Status: Verify the completion of the redomiciliation to Keel Infrastructure Corp. and the subsequent trading of shares under the ticker "KEEL" on Nasdaq and TSX.
• Quebec Regulatory Outcome: Monitor the judicial review of Quebec's Decree 88-2026 regarding punitive tariffs on crypto mining, as this could materially impact the profitability of the Company's Canadian assets.
• HPC Lease Execution: Track progress on securing long-term lease agreements for HPC data centers, as revenue from this segment is not expected until 2027.
• Convertible Note Conversion: Monitor the share price relative to the conversion price of the Convertible Notes ($6.86) to assess potential dilution.
• Class Action Litigation: Review updates on the In re: Bitfarms Securities Litigation case regarding potential financial liabilities.