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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

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 as specified in its charter)

Cayman Islands

001-42780

61-2222606

(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)

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))

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 2.02. Results of Operations and Financial Condition.

On January 21, 2026, WhiteFiber, Inc. (the “Company”) announced preliminary estimated revenue and cost 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 unaudited revenue, and cost of revenue (exclusive of depreciation), for the three months and year ended December 31, 2025, and cash and cash equivalents, as of December 31, 2025, reflects the Company’s preliminary estimates with respect to such results based on currently available information and is subject to completion of its financial closing procedures. The Company’s financial closing procedures for the three months and year ended December 31, 2025 are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented here.

The preliminary estimates presented herein have been prepared by, and are the responsibility of, management. Audit Alliance LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, Audit Alliance LLP does not express an opinion or any other form of assurance with respect thereto.

The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking

Statements

This Current Report on Form 8-K (this “Current Report”) contains “forward-looking statements” relating to the business of the Company and its subsidiaries. All statements, other than statements of historical fact, included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although th

EX-99.1

2 ea026564401ex99-1_white.htm PRESS RELEASE DATED NOVEMBER 13, 2025, TITLED "WHITEFIBER, INC. REPORTS THIRD QUARTER 2025 RESULTS."

Exhibit 99.1

WhiteFiber, Inc. Reports Third Quarter 2025 Results

New York, November 13, 2025 /PRNewswire/– WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a leading provider of AI infrastructure and HPC solutions, today announced its financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Highlights

●Total revenue of $20.2 million, up 65% year-over-year (from $12.3 million in 3Q 2024).

●Cloud services revenue of $18.0 million, up 48% year-over-year, with gross margin of approximately 65%.

●Colocation services revenue of $1.7 million, contributing gross margin of approximately 60%.

●Total gross profit of $12.7 million, up 90% year-over-year from $6.7 million in 3Q 2024.

●Net loss of $15.8 million compared to net loss of $0.4 million for the prior-year period, primarily reflecting non-cash stock-based compensation and incremental public-company costs following the IPO.

●Adjusted EBITDA of $2.3 million, compared to $5.6 million in the prior-year period, reflecting higher public-company expenses and an expanded cost structure in preparation for growth.

●Cash and cash equivalents of $166.5 million as of September 30, 2025, providing ample liquidity to fund data-center development and maintain a disciplined approach to GPU procurement.

Corporate Developments

●Initial Public Offering: On August 8, 2025, WhiteFiber completed its initial public offering at $17 per share, raising approximately $183 million in gross proceeds including the underwriters’ overallotment option.

●MTL-3 Deployment: Installation of wafer-scale systems for Cerebras under a 5 MW IT-load contract was completed in October 2025, and the site is now fully operational and generating revenue.

●NC-1 Development Progress: Site preparation and power design work advanced during the quarter for the initial 24-megawatt phase of the North Carolina-1 campus, which remains on schedule for early 2026 delivery. WhiteFiber is engaged in discussions with multiple highly creditworthy counterparties regarding a long-term anchor agreement and continues to see exceptionally strong demand for near-term, high-density capacity. The Company remains focused on securing an agreement that reflects the strategic value of early-2026 delivery.

●Pipeline Expansion: The Company is evaluating a large pipeline of potential data-center sites to support future capacity growth. Several locations are in advanced stages of assessment, and the Company expects to formalize its next development site in response to specific customer demand for additional high-density capacity.

Management Commentary

Sam Tabar, Chief Executive Officer of WhiteFiber, said:

“The third quarter marked an important transition for WhiteFiber as we moved from launch to scale following our IPO. Our focus remains on disciplined execution and building durable value across both our colocation and cloud platforms.

At NC-1, we made steady progress toward first-phase delivery

in the first half of 2026. Following a re-marketing process, we are now in the closing stages of discussions with multiple highly creditworthy counterparties for a long-term anchor agreement. Demand for near-term, high-density capacity remains exceptionally strong, and we are confident that NC-1 will be a cornerstone of our platform.

In parallel, we are expanding our energy and development pipeline to support future growth. Colocation demand continues to outpace available supply, and we are targeting expansion opportunities directly aligned with customer requirements for 2026 and beyond.

On the Cloud side, we continue to scale deliberately. Our goal is not to pursue short-term, volume-based contracts but to build a differentiated, technology-driven platform that competes on performance, reliability, and software. This disciplined approach positions WhiteFiber to capture sustainable, high-quality growth as AI infrastructure demand continues to mature.”

Summary of Financial Results

WHITEFIBER, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

For the Three and Nine Months Ended September 30, 2025 and 2024

(Expressed in US dollars, except for the number of shares)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

Revenues

Cloud services $18,032,898 $12,151,303 $49,470,499 $32,718,084

Colocation services 1,692,280 - 5,059,693 -

Other 454,588 130,144 1,073,085 322,396

Total Revenues 20,179,766 12,281,447 55,603,277 33,040,480

Operating costs and expenses

Cost of revenue (exclusive of depreciation shown below)

Cloud services (6,314,548) (5,459,667) (18,932,677) (13,212,295)

Colocation services (674,947) - (1,874,829) -

Depreciation and amortization expenses (6,371,178) (4,324,751) (15,341,535) (11,528,569)

General and administrative expens