WhiteFiber, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number:001-42780

WHITEFIBER, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number:(646) 801-0779

Securities registered pursuant to Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark 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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registered public accounting firm that provided or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

The registrant was not a public company at June 30, 2025, the last business day of the most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting shareholders’ equity held by non-affiliates at such date. The registrant’s ordinary shares began trading on The Nasdaq Capital Market (“Nasdaq”) on August 7, 2025.

At March 1, 2026, there were 38,365,362 ordinary shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, regarding us and our business strategies, market potential, future financial performance and other matters that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our strategy, future financial condition, future operations, plans, objectives of management, and expected market growth, are forward-looking statements. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “might,” “will,” “target,” “potential,” “goal,” “objective,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. In particular, information included under “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of this Annual Report contain forward-looking statements. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements and are including this statement for purposes of complying with those safe-harbor provisions. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of WhiteFiber’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond WhiteFiber’s control.

You should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, our actual results and financial condition could vary materially from expectations and projections expressed or implied in our forward-looking statements.

Risks and uncertainties include, but are not limited to:

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You should not place undue reliance upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations, estimates, forecasts and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those matters discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report include factors, risks, trends and uncertainties that could cause actual results or events to differ materially from those anticipated. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, also may become important factors that affect us. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

All forward-looking statements made in this Annual Report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Annual Report, and WhiteFiber does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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COMPANY AND SUBSIDIARIES

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CERTAIN DEFINITIONS

In this Annual Report, except where the context otherwise requires, the following terms have the following meanings:

“A&R M&A” refers to the Amended and Restated Memorandum and Articles of Association of WhiteFiber, Inc.;

“Bit Digital” refers to Bit Digital, Inc.;

“Canadian dollars” or “CAD” refers to the official currency of Canada. All Canadian dollar amounts in this Annual Report have been converted to U.S. dollars at the then-prevailing rate reported by Bloomberg LLP on the date of the applicable transaction;

“Capacity Agreement” refers to the letter agreement dated May 16, 2025 between Enovum and Duke Energy Carolinas, LLC (“Duke Energy”), pursuant to which Duke Energy agreed to use commercially reasonable efforts to provide energy to the Company’s Greensboro, North Carolina site (NC-1);

“Colocation” refers to a data center facility that rents out rack space to third parties for their servers or other network equipment. Colocation references the fact that servers and other equipment from many different companies are ‘co-located’ in one data center and/or that end client hardware is located in multiple data centers;

“Commissioning” refers to an integrated, systematic process to ensure that all building systems perform interactively according to the “design intent” through documented verification;

“Companies Act” refers to Companies Act (Revised) of the Cayman Islands;

“Contribution Agreement” refers to the Section 351 Contribution Agreement, dated July 30, 2025, between WhiteFiber, Inc. and Bit Digital, Inc.;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“GPUs” refers to graphics processing units are specialized computer chips, designed for parallel processing of many pieces of data simultaneously, making them useful for machine learning and artificial intelligence;

“Gross load” refers to the total electrical power demand of a data center, encompassing all equipment and infrastructure, including power for lighting, building systems, cooling systems, and other support infrastructure. Unless otherwise specified for a particular contract, all MW references are to gross capacity;

“High-performance computing” or “HPC” refers to the practice of aggregating computing resources to gain performance greater than that of a single workstation, server, or computer;

“IT load” refers to the data center load that is consumed by customers and is dedicated to IT equipment such as servers, storage equipment and communication switches and routers;

“N+1 cooling” refers to a type of redundancy. As applied to HVAC systems (cooling) it adds an extra unit to the required number, ensuring continuous operation during maintenance or failure;

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“2N UPS” refers to a fully redundant uninterruptible power supply (“UPS”) system, which means it has twice the necessary UPS capacity to guarantee no downtime due to power issues;

“2N generators” refers to a system where there are two completely independent generators, essentially creating a fully redundant power source, meaning if one generator fails, the other can immediately take over without any interruption in power supply;

“Neo-Cloud provider” refers to a Cloud provider specializing in AI infrastructure as a service;

“On-demand computing” refers to a delivery model in which computing resources are made available to the user as needed. The resources are usually made available by a cloud service provider. On-demand computing normally provides computing resources such as storage capacity, or hardware and software applications.

“Ordinary Shares” refers to our ordinary shares, par value $0.01 per share;

“Securities Act” refers to the Securities Act of 1933, as amended;

“Tier-3 data center” refers to data centers that are concurrently maintainable. Each and every capacity component and distribution path in a site can be removed on a planned basis for maintenance or replacement without impacting operations;

“Transition Services Agreement” refers to the Transition Services Agreement, dated July 30, 2025, between WhiteFiber, Inc. and Bit Digital, Inc.; and

“we,” “us,” “the Company,” “our Company” “our group,” “our” or “WhiteFiber” refers to WhiteFiber, Inc., a Cayman Islands exempted company, and its subsidiaries.

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