UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

WHITEFIBER, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Cayman Islands	001-42780	61-2222606
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

31 Hudson Yards, Floor 11, Suite 30 ~~New York, NY 10001 (212) 463-5121 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~

New York, NY 10001

(212) 463-5121

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

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))

☐

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

Name of each exchange

on which registered

Ordinary Shares, par value $0.01 per share

WYFI

The 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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnIndenture ~~January 21, 2026, WhiteFiber, Inc. (the “Company”) announced preliminary estimated revenue~~ and ~~cost~~Notes of revenue (exclusive of depreciation) for the three months and year ended December 31, 2025. The Company also announced preliminary estimated cash and cash equivalents as of December 31, 2025. Based upon preliminary estimated financial results, the Company expects preliminary unaudited revenue and cost of revenue (exclusive of depreciation) for the three months ended December 31, 2025 will be approximately $22.7 million to $25.1 million, and $7.9 million to $8.7 million, respectively, and for the year ended December 31, 2025 will be approximately $78.3 million to $80.7 million, and $28.7 million to $29.5 million, respectively. The Company expects preliminary unaudited cash and cash equivalents as of December 31, 2025 will be approximately $112.4 million to $124.2 million.

~~The~~On ~~unaudited~~January ~~revenue~~26, ~~and~~2026, ~~cost~~WhiteFiber, ofInc. ~~revenue~~ (~~exclusive~~the ~~of depreciation~~“Company”), ~~for~~completed ~~the~~its ~~three~~previously ~~months~~announced ~~and~~private ~~year~~offering ~~ended~~(the “Offering”) of ~~December~~$230.0 ~~31,~~million ~~2025,~~aggregate ~~and~~principal ~~cash~~amount ~~and cash~~of ~~equivalents,~~its as4.500% ofConvertible ~~December~~Senior ~~31,~~Notes ~~2025,~~due ~~reflects~~2031 (the “Notes”), ~~Company’s~~including the ~~preliminary~~exercise ~~estimates~~in ~~with~~full ~~respect~~of tothe ~~such~~initial ~~results~~purchasers’ ~~based~~option onto ~~currently available~~purchase ~~information~~an ~~and~~additional is$20.0 ~~subject~~million toaggregate ~~completion~~principal amount of ~~its~~Notes. The ~~financial~~Notes ~~closing~~are ~~procedures.~~general ~~The~~senior ~~Company’s~~unsecured ~~financial~~obligations ~~closing~~of ~~procedures for~~ the ~~three~~Company. ~~months~~The ~~and~~Notes ~~year~~were ~~ended~~issued ~~December~~pursuant ~~31,~~to ~~2025~~an ~~are~~Indenture, ~~not~~dated ~~yet~~January ~~complete~~26, 2026 ~~and~~(the “Indenture”), asbetween athe ~~result,~~Company ~~its~~and ~~actual~~U.S. ~~results~~Bank ~~may~~Trust ~~vary~~Company, ~~from~~National ~~the~~Association, ~~estimated preliminary~~as ~~results~~trustee ~~presented~~(the ~~here~~“Trustee”).

The ~~preliminary~~Notes ~~estimates~~will ~~presented~~mature ~~herein~~on ~~have~~February ~~been~~1, ~~prepared~~2031 ~~by,~~(the ~~and~~“Maturity ~~are~~Date”), ~~the~~unless ~~responsibility~~earlier ofconverted, ~~management~~redeemed or repurchased. ~~Audit~~The Notes ~~Alliance~~will ~~LLP,~~bear ~~our~~interest ~~independent registered~~at ~~public~~a ~~accounting~~rate ~~firm,~~of ~~has~~4.500% ~~not~~per ~~audited~~year, ~~reviewed~~payable semiannually in arrears on February 1 and August 1 of each year, ~~compiled~~beginning on August 1, or2026. ~~performed~~Holders ~~any~~may ~~procedures~~convert ~~with~~their ~~respect~~Notes at their option prior to the ~~preliminary~~close ~~financial~~of business on the second scheduled trading day ~~information~~immediately preceding the Maturity Date. ~~Accordingly~~Upon conversion, ~~Audit~~the ~~Alliance~~Company ~~LLP~~will ~~does~~satisfy ~~not~~its ~~express~~conversion anobligation ~~opinion~~by paying or ~~any~~delivering, as ~~other~~the ~~form~~case may be, cash, its ordinary shares, par value $0.01 per share (the “Ordinary Shares”), or a combination of ~~assurance~~cash ~~with~~and ~~respect~~Ordinary ~~thereto~~Shares, at the Company’s election, in the manner and subject to the terms and conditions set forth in the Indenture.

The ~~information~~conversion ~~contained~~rate infor ~~this~~the ~~Item~~Notes 2will initially be 38.025981 isOrdinary ~~being~~Shares ~~furnished~~per ~~and~~$1,000 ~~shall~~principal ~~not~~amount beof ~~deemed~~Notes, ~~“filed”~~which ~~for~~is ~~purposes~~equivalent to an initial conversion price of ~~Section~~approximately 18$25.91 per Ordinary Share. The initial conversion price of the Notes represents a premium of approximately 27.5% above the ~~Securities~~last ~~Exchange~~reported ~~Act~~sales price of ~~1934,~~the asOrdinary ~~amended~~Shares (on the ~~“Exchange~~Nasdaq ~~Act”)~~Capital Market on January 21, or2026. ~~otherwise~~The conversion rate is subject to adjustment under certain circumstances in accordance with the ~~liabilities~~terms ~~under~~of ~~that~~the Indenture but will not be adjusted ~~section~~for any accrued and unpaid interest. In addition, orfollowing ~~incorporated~~certain bycorporate ~~reference~~events inthat ~~any~~occur ~~filing~~prior ~~under~~to the ~~Securities~~Maturity ~~Act~~Date ofor ~~1933,~~if asthe Company ~~amended~~delivers ~~(the~~a ~~“Securities~~notice ~~Act”)~~of redemption, or the ~~Exchange~~Company ~~Act~~will, ~~except~~in ascertain ~~shall~~circumstances, beincrease ~~expressly~~the ~~set~~conversion ~~forth~~rate byfor ~~specific~~a ~~reference~~holder who elects to convert its Notes in connection with such a ~~filing~~corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

~~Forward-Looking~~The ~~Statements~~Company may redeem (an “optional redemption”) for cash all or any portion of the Notes (subject to the partial redemption limitation described in the following sentence), at its option, on or after February 6, 2029 and prior to the 41st scheduled trading day immediately preceding the Maturity Date, if the last reported sale price of its Ordinary Shares has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding Notes at its option unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for optional redemption as of the time it sends the related notice of optional redemption (and after giving effect to the delivery of such notice of optional redemption). The Company may also redeem for cash all but not part of the Notes in the event of certain tax law changes as described in the Indenture. No sinking fund is provided for the Notes.

~~This~~On ~~Current~~February ~~Report~~6, on2029 ~~Form~~and ~~8-K~~if ~~(this “Current Report”) contains “forward-looking statements” relating to~~ the ~~business of the~~ Company ~~and~~undergoes ~~its~~a ~~subsidiaries.~~fundamental ~~All statements~~change, ~~other~~subject ~~than~~to ~~statements~~certain ofconditions ~~historical~~and ~~fact,~~a ~~included~~limited ~~herein~~exception ~~are~~described ~~“forward-looking~~in ~~statements.” These forward-looking statements are often identified by~~ the ~~use of forward-looking terminology such as “believes~~Indenture,~~” “intends,”~~ ~~“expects,”~~holders orof ~~similar expressions, involving known and unknown risks and uncertainties. Although~~ the ~~Company~~ ~~believes~~Notes ~~that~~may ~~the~~require ~~expectations~~us ~~reflected~~to inrepurchase ~~these~~for ~~forward-looking~~cash ~~statements~~all ~~are~~or ~~reasonable,~~any ~~they~~portion doof ~~involve~~their ~~assumptions,~~Notes ~~risks and~~at ~~uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves~~ a ~~high~~specified ~~degree of risk. Before~~repurchase ~~making~~date anrepurchase ~~investment~~price ~~decision,~~or ~~you~~fundamental ~~should~~change ~~carefully~~repurchase ~~consider~~price, ~~the~~as ~~risks~~applicable, ~~uncertainties~~equal ~~and forward-looking statements described under “Risk Factors” in our prospectus related~~ to ~~our~~100% ~~initial~~of ~~public offering filed with~~ the ~~Securities~~principal ~~and~~amount ~~Exchange~~of ~~Commission (~~the ~~“SEC”)~~Notes ~~pursuant~~ to ~~Rule 424(b)(4) of the Securities Act on August 8~~be repurchased, ~~2025~~plus accrued and inunpaid ~~the~~interest ~~other reports that we may file with the SEC from time~~ to, ~~time.~~but ~~Investors should not place undue reliance on these forward-looking statements~~excluding, ~~which speak only as of~~ the ~~date~~relevant ofrepurchase ~~this Current Report~~date.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the SEC and available on its website at http://www.sec.gov. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

~~SIGNATURES~~The Indenture includes customary terms and covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or any of its Significant Subsidiaries (as defined in the Indenture) after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

~~Pursuant to~~● ~~the~~default ~~requirements~~in ofany ~~the~~payment ~~Securities~~of ~~Exchange~~interest ~~Act~~or ofadditional ~~1934~~amounts, asif ~~amended~~any, ~~the~~on ~~registrant~~any ~~has~~Note ~~duly~~when ~~caused~~due ~~this~~and ~~report~~payable toand bethe ~~signed~~default oncontinues ~~its behalf~~for bya ~~the~~period ~~undersigned~~of ~~hereunto~~30 ~~duly authorized.~~days;

	WHITEFIBER, INC.
Date: January 21, 2026	By:	/s/ Sam Tabar
		Name:	Sam Tabar
		Title:	Chief Executive Officer

●

default in the payment of principal of any Note when due and payable at its stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

●

failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for a period of five business days;

●

failure by the Company to issue a Fundamental Change Company Notice, a notice of a Make-Whole Fundamental Change (as such terms are defined in the Indenture), or a notice of a specified distribution, in each case, when due, and such failure continues for five business days;

●

failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

●

failure by the Company for 60 days after written notice from the Trustee or the Trustee at the request of the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of the Company’s other agreements contained in the Notes or Indenture;

●

default by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $20.0 million (or the foreign currency equivalent thereof) in the aggregate for the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in each case, such failure to pay or default shall not have been cured or waived, such indebtedness is not paid or discharged, or such acceleration is not otherwise cured, annulled or rescinded, within 30 days after written notice of such failure to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with the Indenture; and

●

certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of its Significant Subsidiaries.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company or any of its Significant Subsidiaries, the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes shall automatically become due and payable. If an event of default other than certain bankruptcy and insolvency-related events of default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee may, and the Trustee at the request of such holders accompanied by security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in the Indenture shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all of the then outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, after the occurrence of such an event of default, consist exclusively of the right of holders to receive additional interest on the Notes.

The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless (i) the resulting, surviving or transferee person (if not the Company) is a “Qualified Successor Entity” (as defined in the Indenture) organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the Cayman Islands, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

The net proceeds from the Offering were approximately $221.5 million, after deducting the initial purchasers’ discounts and estimated Offering expenses payable by the Company. The Company used approximately $120.0 million of the net proceeds from the Offering to pay the cost of the zero-strike call option transaction described below. The remaining net proceeds from the Offering are expected to be used primarily for data center expansion, including to partially fund the lease or purchase of additional property or properties on which to build additional WhiteFiber data centers, to construct those facilities, to enter into additional energy service agreements for each additional site, to purchase related equipment, and for potential acquisitions, partnerships and joint ventures related thereto, and for working capital and general corporate purposes.

The description of the Indenture and the Notes is qualified in its entirety by reference to the text of the Indenture, and the related form of Note, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.

Call-Option Transaction

In connection with the pricing of the Notes, the Company entered into a privately negotiated zero-strike call option transaction with Barclays Bank PLC, through its agent Barclays Capital Inc. (the “Option Counterparty” and, such transaction, the “Call Option Transaction”), with an expiration date that is scheduled to occur shortly after the Maturity Date. Pursuant to the Call Option Transaction, the Company paid a premium equal to approximately $120.0 million for the right to receive, without further payment, 5,905,511 Ordinary Shares (subject to customary adjustment), with delivery thereof by the Option Counterparty at expiry, subject to early settlement of the Call Option Transaction in whole or in part at the Option Counterparty's discretion.

The Call Option Transaction is intended to facilitate privately negotiated derivative transactions with respect to the Ordinary Shares between the Option Counterparty (or its affiliate) and certain investors in the Notes by which those investors will be able to hedge their investment in the Notes. Such hedging activities could increase (or reduce the size of any decrease in) the market price of the Ordinary Shares and/or the Notes at that time.

The above description of the Call Option Transaction is a summary and is not complete, and the above description is qualified by reference to the terms of the form of zero-strike call confirmation, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were initially resold by the initial purchasers to persons whom the initial purchasers reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in purchase agreement, dated January 21, 2026, by and among the Company and the representatives of the initial purchasers named therein. The Notes and the Ordinary Shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any Ordinary Shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of Ordinary Shares. Initially, a maximum of 11,318,898 Ordinary Shares may be issued upon conversion of the Notes based on the initial maximum conversion rate of 49.2126 Ordinary Shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01 Other Events.

On January 21, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On January 22, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On January 26, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities laws, that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include statements concerning the Offering and the Company’s expectations regarding the use of the net proceeds of the Offering and statements concerning the Call Option Transaction. In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from the Company’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s prospectus related to its initial public offering filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) of the Securities Act on August 8, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. In addition, forward-looking statements contained in this Form 8-K are based on assumptions that the Company believes to be reasonable as of the date of this Form 8-K. The Company assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the extent required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated January 26, 2026, between WhiteFiber, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
4.2		Form of Global Note representing WhiteFiber, Inc.’s 4.500% Convertible Senior Notes due 2031 (included within Exhibit 4.1).
10.1		Form of Zero-Strike Call Confirmation.
99.1		Press Release issued by WhiteFiber, Inc. dated January 21, 2026.
99.2		Press Release issued by WhiteFiber, Inc. dated January 22, 2026.
99.3		Press Release issued by WhiteFiber, Inc. dated January 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHITEFIBER, INC.

Dated: January 26, 2026	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

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