WhiteFiber closes $230M 4.5% convertible notes due 2031; net proceeds ~$221.5M

WhiteFiber, Inc.

Completed $230M aggregate principal of 4.500% Convertible Senior Notes due Feb 2031; initial conversion price ~$25.91 per share (27.5% premium).
Net proceeds of ~$221.5M; used $120M for zero-strike call option, remainder for data center expansion and general corporate purposes.
Notes are senior unsecured, redeemable at company option from Feb 2029 under certain conditions, subject to $75M minimum outstanding.
Holders may require repurchase at 100% upon fundamental change; conversion settlement in cash, shares, or combination at company's election.
Offering upsized from initial $200M to $230M including full exercise of greenshoe option.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

WhiteFiber, Inc. issued up to 11,318,898 Ordinary Shares of convertible note to initial purchasers for $230.0 million aggregate principal amount.

Security: convertible note
Shares: up to 11,318,898 Ordinary Shares
Purchaser: initial purchasers
Consideration: $230.0 million aggregate principal amount

Exact text from the filing

Definitive Agreement. Indenture and Notes On January 26, 2026, WhiteFiber, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $230.0 million aggregate principal amount of its 4.500% Convertible Senior Notes due 2031 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase an

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

WhiteFiber, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031 (effective 2026-01-26).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031
Effective: 2026-01-26

Exact text from the filing

On January 26, 2026, WhiteFiber, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $230.0 million aggregate principal amount of its 4.500% Convertible Senior Notes due 2031 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase an additional $20.0 million aggregate principal amount of Notes.

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WhiteFiber, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-007740

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