WhiteFiber, Inc. Completes $310M Convertible Notes Offering

What Happened

• WhiteFiber, Inc. announced on August 21, 2026 that it completed an upsized private offering of $310.0 million aggregate principal amount of 5.00% Convertible Senior Notes due 2032, including full exercise of the initial purchasers’ $40.0 million option.
• The Notes were issued under an Indenture with U.S. Bank Trust Company, National Association as trustee, will mature on September 1, 2032, and pay interest at 5.00% per year, semiannually (March 1 and September 1), beginning March 1, 2027.
• Holders may convert prior to the second scheduled trading day before maturity. The initial conversion rate is 29.5530 Ordinary Shares per $1,000 principal (≈ $33.84 per share), ~25% above the last reported Nasdaq sale price on August 18, 2026.

Key Details

• Aggregate principal: $310.0 million (includes $40.0M option exercised). Net proceeds: approximately $298.5 million after fees and expenses.
• Conversion terms: 29.5530 shares per $1,000 principal (initial conversion price ≈ $33.84/share); company may pay cash, shares, or a mix on conversion.
• Use of proceeds: ~$118.5M used to pay cash consideration for concurrent privately negotiated note exchange transactions; remaining proceeds expected for data center expansion, property/leases, construction, energy agreements, purchase of equipment (including GPU servers), potential acquisitions/partnerships, and general corporate purposes.
• Optional redemption/repurchase: Company may redeem notes for cash on or after Sept 6, 2030 under specified share‑price conditions; holders may require repurchase on that date or upon certain fundamental changes at 100% of principal plus accrued interest.

Why It Matters

• This financing materially increases WhiteFiber’s available capital (net ≈ $298.5M) to fund growth initiatives—primarily data center expansion and related equipment—without immediate dilution if notes are not converted.
• Investors should note potential dilution if holders convert (initial conversion price ≈ $33.84/share) and the company’s redemption and repurchase features that can affect timing and form (cash vs. shares) of any conversion or payoff.
• The Indenture contains customary events of default and covenants (including merger/sale restrictions and bankruptcy triggers) that could accelerate repayment; these are standard protections and risks tied to convertible debt instruments.