WhiteFiber, Inc. 8-K

What Happened

• WhiteFiber, Inc. announced on January 26, 2026 that it closed a private offering of $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031 (including the full $20.0 million initial purchasers’ option). The Notes are unsecured obligations issued under an Indenture with U.S. Bank Trust Company, N.A. Interest is 4.500% per year, paid semiannually, and the Notes mature February 1, 2031 unless earlier converted, redeemed, or repurchased.
• Holders may convert prior to the second scheduled trading day before maturity. The initial conversion rate is 38.5981 ordinary shares per $1,000 principal (an initial conversion price of ~$25.91 per share), a premium of ~27.5% to the Nasdaq closing price on January 21, 2026. The Company can settle conversions in cash, shares, or a combination, at its election. The Indenture includes customary default events, covenants on mergers/sales, optional redemption mechanics and holder repurchase rights on certain dates or fundamental changes.

Key Details

• Aggregate principal: $230.0 million (includes $20.0M exercised option); net proceeds ≈ $221.5 million after fees and expenses.
• Coupon/maturity: 4.500% interest, semiannual payments, maturity February 1, 2031.
• Conversion: 38.5981 shares per $1,000 principal (≈ $25.91/share), conversion premium ≈ 27.5% vs. Jan 21, 2026 market price.
• Call-option transaction: Company paid ≈ $120.0 million for a zero-strike call option with Barclays to receive 5,905,511 ordinary shares at expiry (intended to facilitate hedging by note investors); ~$120M of net proceeds used to pay this premium.
• Redemption/repurchase: Company may optionally redeem on/after Feb 6, 2029 subject to share-price test (130% of conversion price) and other limits; holders may require repurchase at 100% principal on Feb 6, 2029 or upon certain fundamental changes (subject to conditions).

Why It Matters

• Financing & runway: The transaction provides ~ $221.5M in net cash to fund WhiteFiber’s data center expansion, site acquisitions/leases, equipment, energy agreements, potential M&A, and working capital—supporting growth plans.
• Dilution and share supply: The convertible structure (and the zero-strike call tied to 5.9M shares) creates potential future dilution if notes convert or the call is settled in shares; conversion price is set at a ~27.5% premium to recent market price.
• Investor implications: Noteholders gain fixed interest plus potential equity upside; shareholders should watch conversion activity, any share deliveries from the call option, and hedging by counterparties, all of which can affect the stock and note market prices. The new debt also adds leverage and contains standard default/covenant risks that investors should monitor.