Form 8-K

8-K — Keel Infrastructure Corp.

Accession: 0001213900-26-075205

Filed: 2026-07-06

Period: 2026-07-05

CIK: 0001812477

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297077-8k_keelinfra.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 5, 2026

Keel Infrastructure Corp.

(Exact name of registrant as specified in its

charter)

Delaware

001-40370

41-4266374

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

120 Broadway, Suite 1075, New York, New York

10004

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (929)-264-5151

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

KEEL

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2026, Keel Infrastructure Corp. (the

“Company”) appointed Ganesh Aiyer, age 55, as President, effective July 6, 2026. Mr. Aiyer will report directly to the Company’s

Chief Executive Officer. Mr. Aiyer most recently served as Chief Business Officer at Digital Realty Trust, one of the largest data center

REITs in the world that owns and operates over 300 data centers across 25 countries, since 2019. At Digital Realty, Mr. Aiyer led global

commercial strategy and business operations spanning hyperscale, cloud, enterprise and channel customers. Prior to that role, Mr. Aiyer

held senior executive roles at Schneider Electric and Dell Technologies, driving large-scale growth, sales, and go-to-market strategies

across the full data center infrastructure stack.

In connection with Mr. Aiyer’s appointment,

Backbone Hosting Solutions (USA) Inc., a subsidiary of the Company, entered into an employment agreement with Mr. Aiyer, dated July 5,

2026 (the “employment agreement”), and the Company has guaranteed the obligations of Backbone Hosting Solutions (USA) Inc.

under the agreement. The employment agreement provides that Mr. Aiyer’s employment is at-will. Mr. Aiyer will receive an annual

base salary of USD $500,000, less statutory deductions and withholdings, payable bi-weekly in accordance with the Company’s usual

payroll practices, and subject to annual review. Capitalized terms used but not defined in this report have the meanings ascribed to them

in the employment agreement.

Mr. Aiyer will be eligible to participate in the

Company’s short-term incentive plan, with a target annual bonus opportunity equal to one hundred percent (100%) of his annual base

salary, with performance measured based on seventy-five percent (75%) corporate KPIs and twenty-five percent (25%) individual KPIs. Bonuses

under the short-term incentive plan are payable annually in cash based on achievement of pre-established corporate and individual performance

objectives, are prorated for the first year of employment based on time of service, are earned and payable only upon completion of the

relevant fiscal year and are subject to the applicable short-term incentive plan document and the Company’s clawback policy as in

effect from time to time.

Mr. Aiyer will be eligible to participate in the

Company’s annual long-term incentive plan beginning in 2027, as determined at the sole discretion of the Company and its Board of

Directors and pursuant to the terms and conditions of the Company’s long-term incentive plan. Subject to approval by the Board of

Directors, on or around July 9, 2026, Mr. Aiyer will receive a one-time grant of one hundred thousand (100,000) stock options, which will

fully vest in January 2027, and restricted stock units with a value of USD $1,500,000, which will vest fifty percent (50%) in January

2027, twenty-five percent (25%) in July 2027 and twenty-five percent (25%) in January 2028. Awards under the long-term incentive plan

may include stock options, restricted stock units, performance stock units or other equity-based awards, and will be subject to the applicable

plan documents, vesting schedules, performance conditions, award agreements and applicable laws and regulations.

Mr. Aiyer will be eligible to participate in the

Company’s health plan effective from the first day of the month following his July 6, 2026 employment start date, subject to applicable

eligibility requirements, with the Company paying a portion of plan premiums and Mr. Aiyer responsible for the balance of premiums and

any selected plan upgrades. Mr. Aiyer will also be eligible to participate in the Company’s 401(k) or other group retirement savings

plan, subject to the terms and conditions of the governing plan document. The employment agreement also provides for paid vacation, sick

time and flexible time in accordance with the Company’s applicable paid time off policies, reimbursement of reasonable business

expenses in accordance with the Company’s travel and expense policy, reimbursement of reasonable costs related to the use of Mr.

Aiyer’s personal cell phone for Company-related activities or the option to request a Company-provided cell phone and, if required

as part of his day-to-day responsibilities, use of an assigned Company vehicle.

If Mr. Aiyer’s employment is terminated

by the Company without Cause or by Mr. Aiyer for Good Reason, he will be entitled to accrued benefits and, subject to execution and non-revocation

of a general release of claims, separation entitlements under the employment agreement. If Mr. Aiyer has completed at least six (6) months

of employment, those separation entitlements include severance pay equal to twelve (12) months of base salary, plus two (2) additional

months for each completed year of service, capped at a total of eighteen (18) months, payable in a lump sum within twenty (20) days after

the later of receipt of an executed release or expiration of any revocation period under the executed release. The separation entitlements

also include any unpaid annual bonus under the short-term incentive plan for the year prior to the year of termination, based on actual

achievement of individual and corporate performance, and a pro-rata bonus under the short-term incentive plan for the year of termination,

based on actual achievement of individual performance and 100% achievement of corporate performance, payable at the same time bonuses

for such year are paid to other senior executives of the Company or on the first payroll date after the sixtieth (60th) day following

the termination date, whichever is later. In addition, upon such a termination, unvested equity will vest in accordance with the terms

of the long-term incentive plan then in effect as of the date one year prior to Mr. Aiyer’s separation, and, subject to timely election

of COBRA continuation coverage and continued eligibility, Mr. Aiyer will be entitled to continued participation in the Company’s

health plan at the Company’s expense for the duration of the severance period, subject to cessation if he obtains other employment

that offers group health benefits.

If Mr. Aiyer experiences a Qualified Change of

Control Termination, defined as a termination by the Company without Cause, other than due to death or Disability, or by Mr. Aiyer for

Good Reason, within eighteen (18) months following or in the six (6) months preceding a Change of Control, he will be entitled to accrued

benefits and the Qualified Change of Control Termination Entitlements under the employment agreement. Those entitlements include severance

pay equal to twenty-four (24) months of base salary. They also include any unpaid annual bonus under the short-term incentive plan for

the year prior to the year of termination, based on 200% of individual and corporate performance, and a pro-rata bonus under the short-term

incentive plan for the year of termination, based on actual achievement of individual performance and 200% achievement of corporate performance,

payable at the same time bonuses for such year are paid to other senior executives of the Company or on the first payroll date after the

sixtieth (60th) day following the termination date, whichever is later. Upon a Qualified Change of Control Termination, unvested equity

will vest in accordance with the terms of the long-term incentive plan then in effect as of the date one year prior to the Qualified Change

of Control, and, subject to timely election of COBRA continuation coverage and continued eligibility, Mr. Aiyer will be entitled to continued

participation in the Company’s health plan at the Company’s expense during the Qualified Change of Control severance period,

subject to cessation if he obtains other employment that offers group health benefits.

The employment agreement is also contingent upon

satisfactory completion of standard background checks, execution of the confidentiality, non-solicitation, non-competition and intellectual

property agreement and proof of authorization to work in the United States.

There are no family relationships between Mr.

Aiyer and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Aiyer and any other

person pursuant to which Mr. Aiyer was selected as President. Mr. Aiyer has no direct or indirect material interest in any transaction

required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 6, 2026, the Company issued a press release

announcing the appointment described herein. A copy of the press release is attached to this report as Exhibit 99.1 and is hereby incorporated

by reference.

The information set forth in this Item 7.01 and in Exhibit 99.1 attached

hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated July 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Keel Infrastructure Corp.

(Registrant)

Date: July 6, 2026

By:

/s/ Rachel Silverstein

Rachel Silverstein

EVP, General Counsel and Corporate Secretary

EX-99.1 — PRESS RELEASE DATED JULY 6, 2026

EX-99.1

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Exhibit 99.1

Keel Infrastructure Appoints Ganesh Aiyer as

President

Mr. Aiyer most recently served as Digital Realty

Trust’s Chief Business Officer and brings 25 years of experience leading growth and commercial strategy across the data center and

technology sectors

NEW YORK, July 6, 2026 – Keel Infrastructure

Corp. (Nasdaq: KEEL; TSX: KEEL) (“Keel Infrastructure” or “Keel”), a North American digital infrastructure and

energy company, today announced the appointment of Ganesh Aiyer as President. Mr. Aiyer will report to CEO Ben Gagnon and lead Keel’s

commercial and pipeline expansion activities, positioning the Company for long-term growth.

Mr.

Aiyer most recently served as Chief Business Officer at Digital Realty Trust, one of the world’s largest data center REITs, which owns

and operates more than 300 data centers across 25 countries. At Digital Realty, Mr. Aiyer led global commercial strategy and business

operations for hyperscale, cloud, enterprise and channel customers. Before that, Mr. Aiyer held senior executive roles at Schneider Electric

and Dell Technologies, driving large-scale growth, sales, and go-to-market strategies across the full data center infrastructure stack.

“We are thrilled to welcome Ganesh to the

Keel crew at such an exciting time for the Company,” said CEO Ben Gagnon. “Ganesh has a strong track record of execution and

understands how to build go-to-market strategies around differentiated products, and put in place the systems and teams that make growth

repeatable and sustainable. As a proven leader, he will be an invaluable asset as we continue to build on Keel’s current commercial

momentum for our U.S. sites and expand our power pipeline.”

Ganesh Aiyer, President of Keel Infrastructure

“I have spent my career at the intersection

of infrastructure and commercial strategy and believe Keel’s portfolio is distinctly positioned to meet accelerating demand for HPC and

AI infrastructure solutions,” said Ganesh Aiyer, President of Keel. “After helping shape the strategy, growth, and transformation

of one of the world’s largest digital infrastructure platforms, I have seen firsthand what it takes to build and scale an enduring infrastructure

business. I look forward to working with Ben and the team to execute Keel’s strategy and convert our power portfolio into long-term

partnerships.”

About Keel Infrastructure

Keel Infrastructure is a North American digital

infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads,

including AI. With a development pipeline of 2.2 gigawatts and established grid interconnections in place, Keel delivers scalable infrastructure

solutions in high-demand power markets across Pennsylvania, Washington and Québec. Keel is headquartered in New York City and trades

under the ticker symbol “KEEL” on Nasdaq and TSX. Learn more at www.keelinfra.com.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of applicable U.S. federal securities laws and Canadian securities laws, including statements regarding Keel’s

business strategy, development pipeline, energy infrastructure, customer demand, execution plans, investor outreach and expected future

progress. Forward-looking statements are based on current expectations, estimates, assumptions and projections and are subject to risks

and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks

and uncertainties include, among others, risks related to project development, power availability, grid interconnections, customer demand,

financing, construction, regulatory approvals, market conditions and other risks described in Keel’s filings with the U.S. Securities

and Exchange Commission and applicable Canadian securities regulators. Keel undertakes no obligation to update or revise any forward-looking

statements except as required by applicable law.

Investor Relations Contact:

Media Contact:

Laine Yonker

Amanda Ignatius

ir@keelinfra.com

media@keelinfra.com

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