WhiteFiber Announces Pricing of Upsized $210.0 Million Convertible Senior Notes Offering

WhiteFiber (Nasdaq: WYFI) priced an upsized private placement of $210.0 million 4.500% convertible senior notes due 2031, with an additional $20.0 million initial purchaser option.

Rhea-AI Summary

WhiteFiber (Nasdaq: WYFI) priced an upsized private placement of $210.0 million 4.500% convertible senior notes due 2031, with an additional $20.0 million initial purchaser option. The offering is expected to close on January 26, 2026. Net proceeds are estimated at $202.1 million (or ~$221.5 million if the option is exercised).

The notes carry an initial conversion rate of 38.5981 shares per $1,000 (≈$25.91 per share, ~27.5% premium to the Jan 21, 2026 close). The company will pay ~$120.0 million to purchase a zero-strike call option to receive 5,905,511 ordinary shares at expiry. Proceeds are earmarked primarily for data center expansion, related equipment, energy agreements, possible acquisitions, and general corporate purposes.

Positive

• Net proceeds of $202.1M to fund expansion
• Initial conversion price ≈ $25.91 (27.5% premium)

Negative

• Paid ~$120.0M for zero-strike call option reducing available cash
• Issued $210.0M senior unsecured notes due 2031 increasing indebtedness
• Zero-strike arrangement and hedging could pressure share price near expiry

Argus Jan 22 session

-3.10% close to close Open Argus

Details

News Market Reaction – WYFI

On Jan 22, the day this news came out, WYFI closed 3.10% below the previous close.

Data tracked by StockTitan Argus for the Jan 22 session.

Key Figures

Convertible notes size: $210.0 million principal Initial offering size: $200.0 million Over-allotment option: $20.0 million +5 more

Convertible notes size

$210.0 million principal

4.500% Convertible Senior Notes due 2031 in private placement

Initial offering size

$200.0 million

Previously announced aggregate principal amount before upsizing

Over-allotment option

$20.0 million

Additional principal amount purchasable by initial purchasers

Coupon rate

4.500% per year

Interest on Convertible Senior Notes, payable semiannually

Initial conversion rate

38.5981 shares per $1,000

Ordinary shares per $1,000 principal upon conversion

Initial conversion price

$25.91 per share

Implied conversion price, 27.5% premium to last sale

Estimated net proceeds

$202.1 million

Net from offering, excluding full exercise of option

Zero-strike call premium

$120.0 million

Cost to receive 5,905,511 ordinary shares at option expiry

Historical Context

5 past events · Latest: Jan 21

5 events

1. Jan 21

   Convertible notes proposal

   24h Move

   +6.0%

   Announced intent to privately offer $200M convertible senior notes due 2031.

2. Jan 07

   Crypto treasury update

   24h Move

   -5.5%

   Reported December Ethereum holdings, staking activity, and value metrics.

3. Dec 22

   Board appointment

   24h Move

   +9.4%

   Added director with digital asset and AI infrastructure background.

4. Dec 18

   AI colocation contract

   24h Move

   +0.9%

   Signed 10-year, 40 MW colocation deal with ~$865M contract value.

5. Dec 05

   Crypto metrics update

   24h Move

   -8.2%

   Reported November Ethereum holdings, staking levels, and yield metrics.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, rule 144a, fundamental change, zero-strike call option transaction, +2 more

6 terms

convertible senior notes financial

"announced the pricing of $210.0 million principal amount of 4.500% Convertible Senior Notes due 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

rule 144a regulatory

"to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

fundamental change financial

"if the Company undergoes a "fundamental change" (as defined in the indenture that will govern the notes)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

zero-strike call option transaction financial

"entered into a privately negotiated zero-strike call option transaction with one of the initial purchasers"

A zero-strike call option transaction is a contract that lets the holder buy a company’s shares for no cash (a strike price of zero), effectively granting the right to receive stock. It matters to investors because such transactions increase the number of shares outstanding and dilute existing ownership—think of giving someone a free ticket to claim an extra slice of pizza from a limited pie—so they can change ownership percentages, earnings per share and market value.

additional amounts regulatory

"and any additional amounts which would otherwise be payable to such redemption date"

Additional amounts are extra payments or charges that are added on top of a stated sum in contracts, securities, or settlements — for example extra interest, fees, tax items, or post‑closing adjustments. For investors, they matter because these extras change the true cost or return of a transaction; like unexpected shipping and taxes on an online order, additional amounts can alter cash flow, profit margins and the value of an investment.

registration requirements regulatory

"may not be offered or sold in the United States absent registration or an applicable exemption"

Registration requirements are the legal steps a company or security must complete with regulators before offering shares, bonds, or certain products to the public. They matter to investors because these rules force companies to disclose key facts—like financials, risks, and who’s in charge—so buyers can make informed choices, much like checking a permit and inspection report before buying a house to reduce surprise problems.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Jan. 22, 2026 /PRNewswire/ -- WhiteFiber, Inc. (Nasdaq: WYFI) ("WhiteFiber" or the "Company"), a provider of artificial intelligence ("AI") infrastructure and high-performance computing ("HPC") solutions, today announced the pricing of $210.0 million principal amount of 4.500% Convertible Senior Notes due 2031 (the "notes") in a private placement (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The size of the offering was increased from the previously announced $200.0 million aggregate principal amount of notes. The Company has also granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $20.0 million principal amount of the notes. The sale of the notes is expected to close on January 26, 2026, subject to customary closing conditions.

Additional Details of the Convertible Notes

The notes will be general, senior unsecured obligations of the Company and 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. The notes will mature on February 1, 2031, unless earlier converted, redeemed or repurchased. Upon conversion, the Company will pay or deliver, as the case may be, cash, ordinary shares par value $0.01 per share, of the Company (the "ordinary shares") or a combination of cash and ordinary shares, at its election. The initial conversion rate of the notes will be 38.5981 ordinary shares per $1,000 principal amount of such notes (equivalent to an initial conversion price of approximately $25.91 per ordinary share). The initial conversion price of the notes represents a premium of approximately 27.5% over the last reported sale price of the ordinary shares on the Nasdaq Capital Market on January 21, 2026.

The Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its 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 the ordinary shares has been at least 130% of the conversion price for the 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, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all of the outstanding notes, at least $75.0 million aggregate principal amount of notes must be outstanding and not called for optional redemption as of the time the Company sends the related notice of redemption, and after giving effect to the delivery of such notice of redemption.

The Company may also redeem for cash all but not part of the notes in the event of certain tax law changes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date and any additional amounts which would otherwise be payable to such redemption date with respect to such redemption price, as described in the indenture that will govern the notes.

On February 6, 2029 and if the Company undergoes a "fundamental change" (as defined in the indenture that will govern the notes), subject to certain conditions and a limited exception, holders may require the Company to repurchase for cash all or any portion of their notes at a repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or following the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or convert their notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

Use of Proceeds

The Company estimates that the net proceeds from the offering will be approximately $202.1 million (or approximately $221.5 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers' discounts and estimated offering expenses payable by the Company. The Company intends to use: (i) approximately $120.0 million of the net proceeds from the offering to pay the cost of the zero-strike call option transaction, as described below; and (ii) the remaining net proceeds from the offering 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. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use the net proceeds from the sale of the additional notes 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, as well as working capital and other general corporate purposes as described above. The Company will require additional project financing (e.g., construction loans) in order to fully accomplish the specified initiatives identified in these uses of proceeds. The Company also may elect to raise additional capital opportunistically.

Zero-Strike Call Option Transaction

In connection with the pricing of the notes, the Company entered into a privately negotiated zero-strike call option transaction with one of the initial purchasers or its affiliate (the "option counterparty") with an expiration date that is scheduled to occur shortly after the maturity date of the notes. Pursuant to the zero-strike call option transaction, the Company will pay 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 zero-strike call option transaction in whole or in part at the option counterparty's discretion. In the case of settlement at expiration or upon any early settlement, the option counterparty will deliver to the Company the number of ordinary shares underlying the zero-strike call option transaction or the portion thereof being settled early. The zero-strike call option transaction is intended to facilitate privately negotiated derivative transactions with respect to the ordinary shares between the option counterparty (or its affiliate) and certain investors in the notes by which those investors will be able to hedge their investment in the notes. Those activities, which are expected to occur concurrently with or shortly after the pricing of the offering, could increase (or reduce the size of any decrease in) the market price of the ordinary shares and/or the notes at that time.

The option counterparty (or its affiliate) may modify its hedge positions by entering into or unwinding derivative transactions with respect to the ordinary shares and/or purchasing or selling ordinary shares or other securities of the Company in secondary market transactions at any time following the pricing of the notes and shortly before or after the expiry or early settlement of the zero-strike call option transaction, and, the Company has been advised that the option counterparty may unwind its derivative transactions and/or purchase or sell the ordinary shares in connection with the expiry of the zero-strike call option transaction or any early settlement of the zero-strike call option transaction at the option counterparty's discretion, including any early settlement relating to any conversion, repurchase or redemption of the notes. Those activities could also increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of the ordinary shares and/or the notes.

If the zero-strike call option transaction fails to become effective, whether or not the offering is completed, the option counterparty may unwind its hedge positions with respect to the ordinary shares, which could adversely affect the market price of the ordinary shares and, if the notes have been issued, the market price of the notes.

The notes and any ordinary shares issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About WhiteFiber, Inc.

WhiteFiber is a provider of AI infrastructure solutions. WhiteFiber owns HPC data centers and provides cloud services to customers. Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency, and margin for generative AI workloads.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipate," "look forward to," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating to WhiteFiber's expectations regarding the completion of the offering and the expected use of proceeds from the sale of the notes and potential impact of the offering, the zero-strike call option transaction each as described above or related transactions on the market price of the ordinary shares or the trading price of the notes. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with market conditions and the satisfaction of closing conditions related to the offering. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond WhiteFiber's control. Any forward-looking statements contained in this press release speak only as of the date hereof. WhiteFiber specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.

Contacts for WhiteFiber
Investor Contact: IR@whitefiber.com
Media Contact: joanne@jam-comms.com

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SOURCE WhiteFiber, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did WhiteFiber (WYFI) raise with the convertible notes offering on January 22, 2026?

WhiteFiber priced $210.0 million of convertible notes, with an additional $20.0 million option for initial purchasers.

What are the key terms of the WYFI convertible notes due 2031?

The notes bear 4.500% interest, mature Feb 1, 2031, and convert at 38.5981 shares per $1,000 (≈$25.91 per share).

How will WhiteFiber (WYFI) use the net proceeds from the January 2026 offering?

Approximately $120.0M for a zero-strike call option; remaining proceeds for data center expansion, equipment, energy agreements, acquisitions, and working capital.

What is the zero-strike call option in the WYFI financing and how many shares are involved?

WhiteFiber paid ~$120.0M for a zero-strike call option to receive 5,905,511 ordinary shares at expiry, subject to adjustment and early settlement.

When is the closing date for WhiteFiber's convertible notes offering and who can buy them?

The sale is expected to close on January 26, 2026 and was conducted in a Rule 144A private placement to qualified institutional buyers.