8-K - Bitfarms Ltd. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Bitfarms Ltd. (now operating as Keel Infrastructure Corp. following U.S. redomiciliation) entered into new employment agreements with its COO, CFO, and General Counsel on April 1–2, 2026, establishing revised base salaries, STIP bonus targets, severance terms, and restrictive covenants, while CEO Benjamin Gagnon remains under his August 2025 agreement.

Key Takeaways

1Liam Wilson (COO) and Jonathan Mir (CFO) each received new employment agreements effective April 1, 2026, with $478,888 annual base salary and 100% STIP target — implying increased or formalized compensation post-redomiciliation.

2Rachel Silverstein (EVP, General Counsel and Corporate Secretary) received a new agreement effective April 2, 2026, with $378,888 base salary and 70% STIP target — reflecting role-specific compensation structure.

3Severance for Wilson and Mir includes 12 months of base salary plus two additional months per completed year of service (capped at 18 months); Silverstein receives six months base salary plus two months per year (capped at 12 months).

4All three executives are subject to one-year post-employment non-compete and non-solicitation restrictions, and must sign a separate confidentiality and IP agreement as a condition of employment.

5The agreements follow the April 1, 2026, closing of Bitfarms’ U.S. redomiciliation to Keel Infrastructure Corp., indicating governance and executive alignment with the new U.S.-domiciled entity.

Current Report Details

Event Type

Management Change

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.** ** ** ** Employment Agreements ** ** ** In connection

Management Change

9.01

Financial Statements and Exhibits.** ** ** (d) Exhibits ** ** | Exhibit Number | | Description | |---|---|---| | 10.1* | | Form of Employment Agreement | | 104

Exhibits Only

Executive & Director Changes

Liam Wilson

Chief Operating Officer

Entered into new employment agreement

Effective: 2026-04-01

In connection with U.S. redomiciliation transaction that closed on April 1, 2026

Jonathan Mir

Chief Financial Officer

Entered into new employment agreement

Effective: 2026-04-02

In connection with U.S. redomiciliation transaction that closed on April 1, 2026

Rachel Silverstein

EVP, General Counsel and Corporate Secretary

Entered into new employment agreement

Effective: 2026-04-02

In connection with U.S. redomiciliation transaction that closed on April 1, 2026

Exhibits (2)

10.1

FORM OF EMPLOYMENT AGREEMENT

8-K

CURRENT REPORT