WhiteFiber, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

2031 Convertible Senior Notes

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.

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.

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.

In connection with the issuance of the 2031 Notes, the Company entered into a privately negotiated zero-strike call option transaction with Barclays Bank PLC, through its agent Barclays Capital Inc. (the “Option Counterparty” and, such transaction, the “Call Option Transaction”), with an expiration date that is scheduled to occur shortly after the Maturity Date. Pursuant to the Call Option Transaction, the Company paid a premium equal to approximately $120.0 million for the right to receive, without further payment, 5,905,511 Ordinary Shares (subject to customary adjustment), with delivery thereof by the Option Counterparty at expiry, subject to early settlement of the Call Option Transaction in whole or in part at the Option Counterparty’s discretion.

The net proceeds from the sale of the 2031 Notes were approximately $222.1 million, after deducting the initial purchasers’ discounts and offering expenses payable by the Company. The Company used approximately $120.0 million of the net proceeds from the 2031 Notes to pay the cost of the Call Option Transaction. The remaining net proceeds are expected to be used primarily for data center expansion, including to partially fund the lease or purchase of additional property or properties on which to build additional WhiteFiber data centers, to construct those facilities, to enter into additional energy service agreements for each additional site, to purchase related equipment, and for potential acquisitions, partnerships and joint ventures related thereto, and for working capital and general corporate purposes.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the Notes were initially resold by the initial purchasers to persons whom the initial purchasers reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in purchase agreement, dated January 21, 2026, by and among the Company and the representatives of the initial purchasers named therein. The Notes and the Ordinary Shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any Ordinary Shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of Ordinary Shares. Initially, a maximum of 11,318,898 Ordinary Shares may be issued upon conversion of the Notes based on the initial maximum conversion rate of 49.2126 Ordinary Shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

2032 Convertible Senior Notes

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.

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.

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.

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.

Partial Repurchase of 2031 Notes

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.