WhiteFiber, Inc. filed a Form 8-K with the SEC on August 21, 2026, disclosing the completion of a $310.0 million private offering of 5.00% Convertible Senior Notes due 2032, including the full exercise of an overallotment option.

Key Highlights

  • Offering size: $310.0 million aggregate principal amount of 5.00% Convertible Senior Notes due 2032, including $40.0 million from the initial purchasers' option exercised in full.
  • Maturity and interest: The Notes mature on September 1, 2032, and bear interest at 5.00% per year, payable semiannually on March 1 and September 1, beginning March 1, 2027.
  • Conversion terms: The initial conversion rate is 29.5530 Ordinary Shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $33.84 per Ordinary Share.
  • Conversion premium: The initial conversion price represents a premium of approximately 25% above the last reported sales price of Ordinary Shares on August 18, 2026.
  • Optional redemption: The company may redeem the Notes on or after September 6, 2030, if the Ordinary Shares price has been at least 130% of the conversion price for at least 20 trading days in any 30 consecutive trading day period.
  • Holder repurchase right: Holders may require repurchase at 100% of principal plus accrued interest upon a fundamental change or on September 6, 2030, subject to conditions described in the Indenture.

WhiteFiber Completes Upsized Convertible Notes Transaction Under New Indenture

According to the filing, WhiteFiber, Inc. (NASDAQ:WYFI) completed its previously announced upsized private offering on August 21, 2026. The Notes were issued pursuant to an Indenture dated August 21, 2026, between the company and U.S. Bank Trust Company, National Association, as trustee. The filing states that the Notes are "general senior unsecured obligations of the Company." Upon conversion, the company may satisfy its obligation by delivering cash, Ordinary Shares (par value $0.01 per share), or a combination of both, at the company's election.

The filing discloses that the company may optionally redeem all or a portion of the Notes for cash on or after September 6, 2030, provided that the last reported sale price of Ordinary Shares meets the 130% threshold for at least 20 trading days in a qualifying 30 consecutive trading day period. The redemption price would equal 100% of principal plus accrued and unpaid interest. The filing further notes that the company may not redeem less than all outstanding Notes unless at least $75.0 million aggregate principal amount remains outstanding and is not called for optional redemption at the time notice is sent. No sinking fund is provided for the Notes, according to the filing.

The Indenture sets out multiple events of default, including payment failures, conversion obligation failures, and cross-default provisions triggered by indebtedness exceeding $20.0 million. The filing states that certain bankruptcy or insolvency events would cause the Notes to become "automatically due and payable," while other events of default may lead to acceleration upon declaration. WhiteFiber is incorporated in the Cayman Islands and listed on the Nasdaq Stock Market LLC.

What Was Disclosed

WhiteFiber, Inc. disclosed the closing of a $310.0 million convertible notes offering, the terms of the Indenture with U.S. Bank Trust Company as trustee, conversion and redemption mechanics, holder repurchase rights, and a detailed list of events of default.