WhiteFiber, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. ___)

Check the appropriate box:

WhiteFiber, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WHITEFIBER, INC.

31 Hudson Yards, Floor 11, Suite 30

New York, N.Y., 10001

NOTICE OF ANNUAL GENERAL MEETING

To be held on December 1, 2026

To the Shareholders of WhiteFiber, Inc.:

Notice is hereby given that the 2026 Annual General Meeting of the Shareholders (the “Annual Meeting”) of WhiteFiber, Inc. (the “Company”) will be held on December 1, 2026 at 9:00 a.m. (Eastern Time). The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will be able to attend, vote your ordinary shares of par value US$0.01 each, and submit questions during the Annual Meeting by visiting https://event.webcasts.com/starthere.jsp?ei=1779743&tp_key=6c293fd683 for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions:

1. Ordinary resolutions to re-elect each of our five existing directors as a director of the Company to hold office until the next annual general meeting of the Company.

2. An ordinary resolution to ratify the appointment of the Company’s independent registered public accounting firm.

3. Any other resolutions to transact any other business that are properly brought before the Annual Meeting or any adjournment or postponement thereof.

The close of business on October 6, 2026 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. The register of members of the Company will not be closed. The date on which this proxy statement and the accompanying form of proxy card will first be mailed or given to the Company’s shareholders is on or about October 21, 2026.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying proxy statement.

By Order of the Board of Directors,

/s/ Sam Tabar

Mr. Sam Tabar, Director

If your shares are registered in the name of your broker, bank or other nominee, you are a “beneficial owner” of the shares. Beneficial owners of shares who wish to attend the Annual Meeting must obtain a valid legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your shares and then register in advance to attend the Annual Meeting. After obtaining a valid legal proxy from your bank, broker or other nominee, to then register to attend the Annual Meeting, you must submit a copy of your legal proxy reflecting the number of your shares along with your name and e-mail address to Andrew Collins. Request for registration should be directed to proxy@transhare.com, or to facsimile number 1-727-269-5616. Written requests can be mailed to: TranShare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764, Attn: Proxy Team. Requests for registration must be labeled as “Legal Proxy” and be received no later than 11:59 p.m. (Eastern Time) on November 30, 2026.

Your Board of Directors believes that the re-election of the nominees specified in the accompanying proxy statement as directors of the Company at the Annual Meeting is in the best interest of the Company and its shareholders and accordingly, unanimously recommends a vote “FOR” such nominees. The Board of Directors also recommends that you vote “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm.

Proxies

Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the Annual Meeting. If you do attend the Annual Meeting and are a record holder of shares of our Company, you may vote during the virtual meeting athttps://event.webcasts.com/starthere.jsp?ei=1779743&tp_key=6c293fd683. If you hold your shares in street name and wish to vote your shares at the Annual Meeting, you should contact your broker about getting a proxy appointing you to vote your shares.

If you intend to vote by proxy, your proxy card must be returned no later than the time of the Annual Meeting (or any adjournment or postponement thereof).

A proxyholder does not need to be a shareholder of the Company.

A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy. You may otherwise vote by any of the following options:

VOTE BY INTERNET

Use the internet to submit your proxy card atwww.transhare.com. Click Vote Your Proxy and then click on the Company’s name and enter your control number.

VOTE BY EMAIL

Mark, sign and date your proxy card and return it via email to Proxy@Transhare.com. Include your control ID in your email.

VOTE BY FAX

Mark, sign and date your proxy card and return it via fax to 1-727-269-5616.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to:

Proxy Team

TranShare Corporation

Bayside Center 1

17755 U.S. Highway 19N

Suite 140

Clearwater, Florida 33764

WHITEFIBER, INC.