<p xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="legendSpan...

<p xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">NEW YORK</span>, <span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">Aug. 21, 2026</span> /PRNewswire/ -- WhiteFiber, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/WYFI">WYFI</a>) (&#34;<b xmlns="http://www.w3.org/1999/xhtml">WhiteFiber</b>&#34; or the &#34;<b xmlns="http://www.w3.org/1999/xhtml">Company</b>&#34;), a provider of artificial intelligence (&#34;<b xmlns="http://www.w3.org/1999/xhtml">AI</b>&#34;) infrastructure and high-performance computing (&#34;<b xmlns="http://www.w3.org/1999/xhtml">HPC</b>&#34;) solutions, today announced the closing of its previously announced upsized private placement (the &#34;<b xmlns="http://www.w3.org/1999/xhtml">offering</b>&#34;) of $310.0 million principal amount of 5.00% Convertible Senior Notes due 2032 (the &#34;<b xmlns="http://www.w3.org/1999/xhtml">notes</b>&#34;), including the exercise in full of the initial purchasers&#39; option to purchase up to an additional $40.0 million principal amount of notes.</p>
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                    <img xmlns="http://www.w3.org/1999/xhtml" src="https://mmx.prnewswire.com/media/MS1700748/WhiteFiber-Logo.jpg?id=OA2903044" title="WhiteFiber" alt="WhiteFiber"></img>
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<p xmlns="http://www.w3.org/1999/xhtml">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&#39;s ordinary shares on the Nasdaq Capital Market on August 18, 2026.</p><p xmlns="http://www.w3.org/1999/xhtml">The Company received net proceeds from the offering of the notes of approximately $298.5 million, after deducting the initial purchasers&#39; 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&#39;s cloud business), and for potential acquisitions, partnerships and joint ventures related thereto, and for working capital and general corporate purposes.</p><p xmlns="http://www.w3.org/1999/xhtml">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 &#34;<b xmlns="http://www.w3.org/1999/xhtml">existing notes</b>&#34;). 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.</p><p xmlns="http://www.w3.org/1999/xhtml">Sam Tabar, Chief Executive Officer of WhiteFiber, commented:</p><p xmlns="http://www.w3.org/1999/xhtml">&#34;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&#39;s colocation growth,&#34; said Sam Tabar, Chief Executive Officer of WhiteFiber. &#34;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.&#34;</p><p xmlns="http://www.w3.org/1999/xhtml"><i xmlns="http://www.w3.org/1999/xhtml">The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the notes and the ordinary shares of the Company issuable upon conversion of the notes or in connection with the note exchange transactions, have not been and will not be registered under the Securities Act of 1933, as amended, any state securities laws or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.</i></p><p xmlns="http://www.w3.org/1999/xhtml"><i xmlns="http://www.w3.org/1999/xhtml">This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.</i> </p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">About</b> <b xmlns="http://www.w3.org/1999/xhtml">WhiteFiber, Inc. </b></p><p xmlns="http://www.w3.org/1999/xhtml">WhiteFiber is a provider of AI infrastructure solutions. WhiteFiber owns HPC data centers and provides cloud services to customers. Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency, and margin for generative AI workloads.</p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b></p><p xmlns="http://www.w3.org/1999/xhtml">Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute &#34;forward-looking statements&#34; within the meaning of the Private Securities Litigation Reform Act of 1995. The words &#34;anticipate,&#34; &#34;look forward to,&#34; &#34;believe,&#34; &#34;continue,&#34; &#34;could,&#34; &#34;estimate,&#34; &#34;expect,&#34; &#34;intend,&#34; &#34;may,&#34; &#34;plan,&#34; &#34;potential,&#34; &#34;predict,&#34; &#34;project,&#34; &#34;should,&#34; &#34;target,&#34; &#34;will,&#34; &#34;would&#34; and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating to WhiteFiber&#39;s expectations regarding the expected use of proceeds from the notes offering.</p><p xmlns="http://www.w3.org/1999/xhtml">Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with market conditions, as well as discussions of potential risks, uncertainties and other factors discussed in the section entitled &#34;Risk Factors&#34; in WhiteFiber&#39;s Annual Report on Form 10-K, as well as those discussed in WhiteFiber&#39;s subsequent filings with the U.S. Securities and Exchange Commission. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond WhiteFiber&#39;s control. Any forward-looking statements contained in this press release speak only as of the date hereof. WhiteFiber specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.</p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">Contacts for WhiteFiber<br xmlns="http://www.w3.org/1999/xhtml"></br></b>Investor Contact: <a xmlns="http://www.w3.org/1999/xhtml" href="mailto:IR@whitefiber.com" rel="nofollow" xmlns="http://www.w3.org/1999/xhtml">IR@whitefiber.com</a></p>



<p xmlns="http://www.w3.org/1999/xhtml" id="PURL"><img xmlns="http://www.w3.org/1999/xhtml" title="Cision" width="12" height="12" alt="Cision" src="https://edge.prnewswire.com/c/img/favicon.png?sn=NY31596&amp;sd=2026-08-21"></img> View original content to download multimedia:<a xmlns="http://www.w3.org/1999/xhtml" id="PRNURL" rel="nofollow" href="https://www.prnewswire.com/news-releases/whitefiber-announces-closing-of-upsized-310-0-million-convertible-senior-notes-offering-302857530.html" target="_blank">https://www.prnewswire.com/news-releases/whitefiber-announces-closing-of-upsized-310-0-million-convertible-senior-notes-offering-302857530.html</a></p><p xmlns="http://www.w3.org/1999/xhtml">SOURCE WhiteFiber, Inc.</p>

WYFI

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

WhiteFiber closes upsized $310 million convertible notes to fund 100 MW expansion by 2027

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>&lt;p xmlns=&quot;http://www.w3.org/1999/xhtml&quot;&gt;&lt;span xmlns=&quot;http://www.w3.org/1999/xhtml&quot; class=&quot;legendSpan...</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>WhiteFiber announced the closing of an upsized $310 million convertible senior notes offering, with a $40 million option. Net proceeds of about $298.5 million will fund data-center expansion and a concurrent note exchange, reducing near-term debt. Management targets 100 MW of added capacity by 2027, with site preparation and equipment orders beginning in 2026.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>WhiteFiber upsizes private placement to $310.0M of 5.00% convertible notes due 2032.</li><li>Notes priced with initial conversion at ~$33.84 per share, ~25% above Aug 18 close.</li><li>Net proceeds ~ $298.5M; $118.5M used to fund note exchange and liquidity, capex.</li><li>Management targets 100 MW of new capacity online by 2027; 2026 site prep.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>WhiteFiber, Inc. (WYFI)</strong>: Issuer; financing accelerates capex and liquidity, supporting growth but potential dilution on future note conversions.</li><li><strong>Initial Purchasers (private placement participants) (NA)</strong>: Role in pricing and potential exercise of the $40M option; indirect impact via capital structure on WYFI.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article centers on financing activity and liquidity improvements that enable rapid capital expenditure and growth in WhiteFiber&#039;s data-center footprint.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Convertible notes may dilute equity on conversion; monitor WYFI price vs conversion price.</li><li>Upsized proceeds strengthen liquidity and accelerate data-center expansion plans.</li><li>Near-term debt reduced to ~ $31.85M via note exchange; improves leverage.</li><li>Execution risk on 100 MW timeline and NC-1 financing remains key catalyst.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Notes: 5.00% Convertible Senior Notes due 2032; upsized to $310.0 million; option for additional $40.0 million.</li><li>Initial conversion price: ~$33.84 per share; premium ~25% over Aug 18, 2026 closing price.</li><li>Net proceeds: ~$298.5 million; $118.5 million used for cash consideration in note exchange.</li><li>Existing 4.500% Convertible Senior Notes due 2031 reduced to ~$31.85 million outstanding after exchange.</li><li>Use of proceeds includes data center expansion, GPU servers, energy service agreements; 2026 site prep.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Bullish over the next 6–12 months as capex expansion and liquidity improve fundamentals.</p>
  </section>
</section>


<article>
  <section>
    <p><strong>WhiteFiber, Inc. (NASDAQ: WYFI)</strong> today announced the closing of its upsized private placement of <strong>$310.0 million</strong> principal amount of <strong>5.00% Convertible Senior Notes due 2032</strong>, including the exercise in full of the initial purchasers' option to purchase up to an additional <strong>$40.0 million</strong> principal amount of notes. This press release is distributed by PRNewswire from New York on Aug. 21, 2026.</p>
    <p>The notes were issued with an initial conversion price of approximately <strong>$33.84</strong> per share, representing a premium of approximately <strong>25%</strong> over the last reported sale price of the Company's ordinary shares on the Nasdaq Capital Market on <strong>August 18, 2026</strong>.</p>
  </section>

  <section>
    <h2>Offering Proceeds and Planned Uses</h2>
    <p>The Company received net proceeds from the offering of the notes of approximately <strong>$298.5 million</strong>, after deducting the initial purchasers' discounts and its estimated offering expenses. The Company used approximately <strong>$118.5 million</strong> 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.</p>
  </section>

  <section>
    <h2>Concurrent Note Exchange and Outcome</h2>
    <p>Concurrently with the pricing of the offering, the Company entered into privately negotiated transactions with certain holders of its <strong>4.500%</strong> Convertible Senior Notes due 2031 (the <em>existing notes</em>). Pursuant to those transactions, the Company exchanged <strong>$198.15 million</strong> in aggregate principal amount of the existing notes for an aggregate cash amount of approximately <strong>$118.5 million</strong> (including accrued and unpaid interest) and approximately <strong>6.3 million ordinary shares</strong>, resulting in the aggregate principal amount of the existing notes outstanding being reduced to approximately <strong>$31.85 million</strong>.</p>
  </section>

  <section>
    <h2>Executive Commentary</h2>
    <p>Sam Tabar, Chief Executive Officer of WhiteFiber, commented:</p>
    <p><em>"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,"</em> said Sam Tabar, Chief Executive Officer of WhiteFiber. <em>"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.""</em></p>
  </section>

  <section>
    <h2>Regulatory Disclaimers and Legal Considerations</h2>
    <p><em>The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the notes and the ordinary shares of the Company issuable upon conversion of the notes or in connection with the note exchange transactions, have not been and will not be registered under the Securities Act of 1933, as amended, any state securities laws or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.</em></p>
    <p><em>This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.</em></p>
  </section>

  <section>
    <h2>About WhiteFiber, Inc.</h2>
    <p><strong>About WhiteFiber, Inc.</strong></p>
    <p>WhiteFiber is a provider of AI infrastructure solutions. WhiteFiber owns HPC data centers and provides cloud services to customers. Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency, and margin for generative AI workloads.</p>
  </section>

  <section>
    <h2>Forward-Looking Statements</h2>
    <p>Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute <em>"forward-looking statements"</em> within the meaning of the Private Securities Litigation Reform Act of 1995. The words <em>anticipate</em>, <em>look forward to</em>, <em>believe</em>, <em>continue</em>, <em>could</em>, <em>estimate</em>, <em>expect</em>, <em>intend</em>, <em>may</em>, <em>plan</em>, <em>potential</em>, <em>predict</em>, <em>project</em>, <em>should</em>, <em>target</em>, <em>will</em>, <em>would</em> and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating to WhiteFiber's expectations regarding the expected use of proceeds from the notes offering.</p>
    <p>Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with market conditions, as well as discussions of potential risks, uncertainties and other factors discussed in the section entitled...</p>
  </section>
</article>

WhiteFiber announced the closing of an upsized $310 million convertible senior notes offering, with a $40 million option. Net proceeds of about $298.5 million will fund data-center expansion and a concurrent note exchange, reducing near-term debt. Management targets 100 MW of added capacity by 2027, with site preparation and equipment orders beginning in 2026.

News insight

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

AI summary

Sentiment rationale

Key facts

Corporate Developments