WhiteFiber Announces Closing of Upsized $310.0 Million Convertible Senior Notes Offering

WhiteFiber, Inc. (Nasdaq: WYFI ) (" WhiteFiber " or the " Company "), a provider of artificial intelligence (" AI ") infrastructure and high-performance computing (" HPC ") solutions, today announced the closing of its previously announced upsized private placement (the " offering ") of $310.0 million principal amount of 5.00% Convertible Senior Notes due 2032 (the " notes "), including the exercise in full of the initial purchasers' option to purchase up to an additional $40.0 million principal amount of notes. The notes were issued with an initial conversion price of approximately $33.84 per share, representing a premium of approximately 25% over the last reported sale price of the Company's ordinary shares on the Nasdaq Capital Market on August 18, 2026. The Company received net proceeds from the offering of the notes of approximately $298.5 million, after deducting the initial purchasers' discounts and its estimated offering expenses. The Company used approximately $118.5 million of the net proceeds from the offering to pay the cash consideration for the concurrent note exchange transactions, as 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 (including GPU servers to support WhiteFiber's cloud business), and for potential acquisitions, partnerships and joint ventures related thereto, and for working capital and general corporate purposes.

Concurrently with the pricing of the offering, the Company entered into privately negotiated transactions with certain holders of its 4.500% Convertible Senior Notes due 2031 (the " existing notes "). Pursuant to those transactions, the Company exchanged $198.15 million in aggregate principal amount of the existing notes for an aggregate cash amount of approximately $118.5 million (including accrued and unpaid interest) and approximately 6.3 million ordinary shares, resulting in the aggregate principal amount of the existing notes outstanding being reduced to approximately $31.85 million.

Sam Tabar, Chief Executive Officer of WhiteFiber, commented: "Completing this transaction now materially enhances our liquidity and provides greater capital certainty as we complete the first phase of NC-1 and prepare for the next phase of WhiteFiber's colocation growth," said Sam Tabar, Chief Executive Officer of WhiteFiber. "Together with the anticipated closing of our proposed project-level financing for NC-1, which remains subject to the completion of definitive documentation and satisfaction of customary approvals and closing conditions, we expect to be positioned to initiate site preparation and place long-lead equipment orders on the timetable required to support our target of bringing more than 100 MW of additional capacity online across our development pipeline in 2027. Advancing site readiness and procurement now is intended to reduce schedule risk and position WhiteFiber to execute long-term leases with high-quality customers for that capacity during the fourth quarter of 2026. This represents the next step in our strategy of converting our development pipeline into contracted, financeable capacity and reinvesting capital to scale the platform."