WhiteFiber, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
WYFI$9.21-3.8%Stored close · as of Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001213900-26-088026
Item 1A. Risk FactorsUnregistered Sales of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001213900-26-117728
Item 1A. Risk FactorsUnregistered Sales of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 26 current paragraphs.
10 unchanged; 4 reworded; 8 added; 0 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Increased scrutiny of data center development and changes in governmental or utility policies could delay or restrict our expansion, limit power availability and increase our costs.
Current report
Our ability to develop, retrofit, expand and operate our data centers depends on obtaining and maintaining governmental and utility approvals and securing sufficient power and related infrastructure on commercially acceptable terms. Concerns about electricity affordability, grid reliability, water consumption, noise, emissions and land use could lead federal, state, provincial and local authorities, regulators and utilities in the United States and Canada to impose additional requirements or restrictions on data centers and the infrastructure needed to serve them. Changes in political leadership or governmental priorities could intensify this scrutiny or result in changes in applicable laws, policies, regulatory interpretation or enforcement.
Current report
These developments could delay or prevent permitting, interconnection or approval of generation, transmission, distribution or other utility infrastructure, limit additional power allocations, impose development moratoria or require data center customers to bear a greater share of infrastructure costs. Such requirements or restrictions could affect retrofits, expansions and subsequent development phases, including at sites we have acquired, projects for which we have incurred substantial expenditures or facilities for which we have obtained initial approvals. Our planned expansion at NC-1 and development of our recently acquired Yadkinville properties in North Carolina depend in part on additional power availability and related infrastructure. Existing power arrangements, site approvals or the commencement of operations at a facility do not assure that additional capacity will be available for future phases on the terms or schedule we anticipate.
Current report
Approval or power availability delays and additional requirements could require project redesigns, mitigation measures or further capital contributions, postpone revenue generation, increase construction and financing costs and impair our ability to meet customer commitments. Although certain electricity and operating costs may be passed through to customers under our agreements, we may be unable to recover all additional development, infrastructure or other costs, recover our investment or achieve expected returns. Any of these outcomes could materially adversely affect our business, financial condition, results of operations, cash flows and growth prospects.
Current report
Partial Repurchase of 2031 Notes
Current report
On August 18, 2026, we entered into privately negotiated agreements with certain holders of the 2031 Notes to repurchase $198.15 million aggregate principal amount of the 2031 Notes in exchange for cash and ordinary shares. The transactions settled on August 21, 2026, and we paid approximately $118.5 million in cash, including approximately $0.5 million of accrued interest, and issued 6,271,534 ordinary shares. We accounted for the transactions as induced conversions under ASC 470-20, including the amendments in ASU 2024-04, and recognized induced conversion expense of approximately $80.8 million for the three and nine months ended September 30, 2026. Following settlement, $31.85 million aggregate principal amount of the 2031 Notes remained outstanding.
Reworded paragraphs (4)
Previous wording
In addition to the information set forth in this Quarterly Report on Form 10-Q, including the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our condensed consolidated financial statements and the related notes, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in our Annual Report and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed:
Current wording
In addition to the information set forth in this Quarterly Report on Form 10-Q, including the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our condensed consolidated financial statements and the related notes, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in our Annual Report and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. The following risk factor supplements the risk factors previously disclosed in our Annual Report and subsequent Quarterly Reports on Form 10-Q and should be read together with those disclosures.
Previous wording
On January 26, 2026, we completed a private offering of $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031 (the “2031 Notes”), including the exercise in full of the initial purchasers’ option to purchase an additional $20.0 million aggregate principal amount of 2031 Notes. The 2031 Notes are general senior unsecured obligations of the Company. The 2031 Notes were issued pursuant to an Indenture, dated January 26, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2031 Notes will mature on February 1, 2031 (the “Maturity Date”), unless earlier converted, redeemed or repurchased. The 2031 Notes will bear interest at a rate of 4.500% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2026. Holders may convert their 2031 Notes at their option prior to the close of business on the second scheduled trading day immediately preceding the Maturity Date. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, its Ordinary Shares, or a combination of cash and Ordinary Shares, at the Company’s election, in the manner and subject to the terms and conditions set forth in the Indenture. The conversion rate is initially 38.5981 ordinary shares per $1 thousand principal amount of the 2031 Notes (equivalent to an initial conversion price of approximately $25.91 per ordinary share), which represents an approximately 27.5% conversion premium over the last reported sale price of $20.32 per ordinary share on the Nasdaq Capital Market on January 21, 2026. The conversion rate is subject to customary adjustments upon the occurrence of certain events, as described in the Indenture.
Current wording
On January 26, 2026, we completed a private offering of $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031 (the “2031 Notes”), including the exercise in full of the initial purchasers’ option to purchase an additional $20.0 million aggregate principal amount of 2031 Notes. The 2031 Notes are general senior unsecured obligations of the Company. The 2031 Notes were issued pursuant to an Indenture, dated January 26, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2031 Notes will mature on February 1, 2031 (the “Maturity Date”), unless earlier converted, redeemed or repurchased. The 2031 Notes will bear interest at a rate of 4.500% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2026. Holders may convert their 2031 Notes at their option prior to the close of business on the second scheduled trading day immediately preceding the Maturity Date. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, its Ordinary Shares, or a combination of cash and Ordinary Shares, at the Company’s election, in the manner and subject to the terms and conditions set forth in the Indenture. The conversion rate is initially 38.5981 ordinary shares per $1 thousand principal amount of the 2031 Notes (equivalent to an initial conversion price of approximately $25.91 per ordinary share), which represents an approximately 27.5% conversion premium over the last reported sale price of $20.32 per ordinary share on the Nasdaq Capital Market on January 21, 2026. The conversion rate is subject to customary adjustments upon the occurrence of certain events, as described in the Indenture. In August 2026, we settled $198.15 million aggregate principal amount of the 2031 Notes in privately negotiated transactions, as described below. Following settlement, $31.85 million aggregate principal amount of the 2031 Notes remained outstanding.
Previous wording
On February 6, 2029, and if the Company undergoes a “Fundamental Change” (as defined in the Indenture), then, subject to certain conditions and except as set forth in the Indenture, noteholders may require the Company to repurchase for cash all or any portion of their 2031 Notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date.
Current wording
On February 6, 2029 or if the Company undergoes a “Fundamental Change” (as defined in the Indenture), in each case subject to certain conditions and except as set forth in the Indenture, noteholders may require the Company to repurchase for cash all or any portion of their 2031 Notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date.
Previous wording
The Company may not redeem the 2031 Notes prior to February 6, 2029. The Company may redeem for cash all or any portion of the 2031 Notes, at our option, on or after February 6, 2029 and prior to the 41 st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our ordinary shares has been at least 130% of the conversion price for the 2031 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption. However, the Company may not redeem less than all of the outstanding 2031 Notes at its option unless at least $75.0 million aggregate principal amount of 2031 Notes are outstanding and not called for optional redemption as of the time it sends the related notice of optional redemption (and after giving effect to the delivery of such notice of optional redemption). The Company may also redeem for cash, in whole but not in part, the 2031 Notes, subject to certain conditions, upon the occurrence of certain changes to the laws, rules or regulations of a relevant taxing jurisdiction (as defined in the Indenture). The redemption price is equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Current wording
The Company may not redeem the 2031 Notes prior to February 6, 2029, except in connection with certain tax-related events as described below. The Company may redeem for cash all or any portion of the 2031 Notes, at our option, on or after February 6, 2029 and prior to the 41 st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our ordinary shares has been at least 130% of the conversion price for the 2031 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption. However, the Company may not redeem less than all of the outstanding 2031 Notes at its option unless at least $75.0 million aggregate principal amount of 2031 Notes are outstanding and not called for optional redemption as of the time it sends the related notice of optional redemption (and after giving effect to the delivery of such notice of optional redemption). The Company may also redeem for cash, in whole but not in part, the 2031 Notes, subject to certain conditions, upon the occurrence of certain changes to the laws, rules or regulations of a relevant taxing jurisdiction (as defined in the Indenture). The redemption price is equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
On August 21, 2026, we completed a private offering of $310.0 million aggregate principal amount of 5.00% Convertible Senior Notes due 2032 (the “2032 Notes”), including $40.0 million aggregate principal amount issued upon the exercise in full of the initial purchasers’ option to purchase additional notes. The 2032 Notes are general senior unsecured obligations of the Company and rank equally in right of payment with the 2031 Notes. The 2032 Notes were issued pursuant to an Indenture, dated August 21, 2026 (the “2032 Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2032 Notes will mature on September 1, 2032, unless earlier converted, redeemed or repurchased. The 2032 Notes bear interest at a rate of 5.00% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2027. The net proceeds from the offering, after deducting the initial purchasers’ discounts and offering expenses, were approximately $298.5 million. We used approximately $118.5 million of the net proceeds to pay the cash consideration including accrued and unpaid interest for the concurrent note exchange transactions described below, and we intend to use the remaining net proceeds primarily for data center expansion, including related property, construction, energy service agreements and equipment (including GPU servers), and for working capital and general corporate purposes.
Current report — wording carried from elsewhere
Holders may convert their 2032 Notes at their option prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, our ordinary shares, or a combination of cash and ordinary shares, at our election, in the manner and subject to the terms and conditions set forth in the 2032 Indenture. The conversion rate is initially 29.5530 ordinary shares per $1,000 principal amount of the 2032 Notes (equivalent to an initial conversion price of approximately $33.84 per ordinary share). The conversion rate is subject to customary adjustments upon the occurrence of certain events, and, following certain corporate events or our delivery of a notice of redemption, the conversion rate will be increased in certain circumstances for holders who elect to convert in connection with such events, as described in the 2032 Indenture.
Current report — wording carried from elsewhere
On September 6, 2030, or if the Company undergoes a “Fundamental Change” (as defined in the 2032 Indenture), in each case, subject to certain conditions and except as set forth in the 2032 Indenture, noteholders may require the Company to repurchase for cash all or any portion of their 2032 Notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date.
Current report — wording carried from elsewhere
The Company may not redeem the 2032 Notes prior to September 6, 2030, except in connection with certain tax law changes described below. The Company may redeem for cash all or any portion of the 2032 Notes, at our option, on or after September 6, 2030 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our ordinary shares has been at least 130% of the conversion price for the 2032 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption. However, the Company may not redeem less than all of the outstanding 2032 Notes at its option unless at least $75.0 million aggregate principal amount of 2032 Notes are outstanding and not called for optional redemption as of the time it sends the related notice of optional redemption (and after giving effect to the delivery of such notice). The Company may also redeem for cash, in whole but not in part, the 2032 Notes, subject to certain conditions, upon the occurrence of certain changes to the laws, rules or regulations of a relevant taxing jurisdiction (as defined in the 2032 Indenture). The redemption price is equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.