WhiteFiber (NASDAQ: WYFI) inks $865M, 40MW NC-1 data center contract

Rhea-AI Filing Summary

WhiteFiber, Inc. entered into a major data center services agreement through its subsidiary Enovum NC-1 Bidco, LLC with Nscale Services US Inc. and Nscale Global Holdings Limited. The initial service order covers 40 megawatts of IT load at WhiteFiber’s Tier 3-equivalent NC-1 colocation facility in Madison, North Carolina, to be rolled out in two 20 MW phases.

The contract represents an expected $865 million in total contracted revenue over an initial 10-year term, including annual price escalators and non-recurring installation services, while electricity and certain other costs will be passed through to the customer. Billing for the first 20 MW is anticipated to begin on April 30, 2026, with the remaining 20 MW expected to start on May 30, 2026, providing a long-dated, phased revenue stream tied to deployment of the customer’s high-density infrastructure.

Insights

Data center and infrastructure analyst

WhiteFiber locks in a long-term, high-density 40 MW colocation contract with sizeable contracted revenue.

WhiteFiber, via its Enovum subsidiary, agreed to provide 40 MW of information technology load at its NC-1 facility under a master services agreement with Nscale entities. The NC-1 site is described as Tier 3-equivalent with ultra-high-density power of up to 150 kW per cabinet, fully redundant power distribution, N+1 cooling, and a targeted power usage effectiveness of 1.3 or better, positioning it for power-intensive workloads.

The initial service order is expected to generate $865 million in total contracted revenue over a 10-year term, including annual rate escalators and one-time installation services, while electricity and some other costs are passed through to the customer. Billing for the first 20 MW is anticipated to start on April 30, 2026, with the second 20 MW on May 30, 2026, so actual revenue realization will depend on the facility being ready on time and the load being deployed as contemplated in the agreement.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2025

WHITEFIBER, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42780		61-2222606
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

31 Hudson Yards, Floor 11, Suite 30

New York, NY 10001

(212) 463-5121

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share		WYFI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 22, 2025, Enovum NC-1 Bidco, LLC (“Enovum”), a wholly-owned subsidiary of WhiteFiber, Inc. (the “Company”), entered into a master services agreement (the “Services Agreement”) with Nscale Services US Inc. and Nscale Global Holdings Limited (together, the “Customer”) pursuant to which Enovum agreed to provide certain services (the “Services”), as set forth in a service order(s) (each, a “Service Order”), to the Customer at Enovum’s colocation facility located in Madison, North Carolia, or the NC-1 Facility. The Services Agreement provides the customer a non-exclusive license to access the NC-1 Facility and exclusive access to use and occupy designated areas for placing, installing, upgrading, adding, maintaining, repairing and operating the Customer’s equipment. The NC-1 Facility design specifies Tier 3-equivalent with ultra-high-density power to support up to 150 kW per cabinet with fully redundant power distribution and N+1 cooling and a targeted power usage effectiveness (“PUE”) of 1.3 or better.

The initial Service Order provided pursuant to the Services Agreement covers 40 megawatts (“MW”) of information technology load, to be deployed in two 20 MW phases, at the NC-1 Facility and represents an expected $865 million in total contracted revenue over the initial 10-year term, including contractual annual rate escalators and non-recurring installation services. Electricity and certain other costs will be passed through to the Customer. Billing for the initial 20 MW is anticipated to commence on April 30, 2026, with the remaining 20 MW anticipated to commence on May 30, 2026.

Item 7.01. Regulation FD Disclosure.

On December 16, 2025, the Company issued a press release announcing the entry into the Services Agreement. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of applicable securities laws relating to the business of the Company and its subsidiaries. Such statements include, but are not limited to, statements about the Company’s expected contracted revenue and the anticipated timing and deploying of the information technology load. All statements, other than statements of historical fact, included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. These forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of this Current Report, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of new information, future developments or otherwise occurring after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release of WhiteFiber, Inc., dated December 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHITEFIBER, INC.
Date: December 18, 2025	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

2

FAQ

What agreement did WhiteFiber (WYFI) disclose in this 8-K?

WhiteFiber, Inc. disclosed that its wholly owned subsidiary Enovum NC-1 Bidco, LLC entered into a master services agreement with Nscale Services US Inc. and Nscale Global Holdings Limited to provide colocation services at the NC-1 facility in Madison, North Carolina.

How large is the new WhiteFiber (WYFI) data center contract and over what term?

The initial service order under the agreement covers 40 megawatts of IT load and represents an expected $865 million in total contracted revenue over an initial 10-year term, including contractual annual rate escalators and non-recurring installation services.

When does billing under WhiteFibers new NC-1 services agreement begin?

Billing for the initial 20 MW of IT load is anticipated to commence on April 30, 2026, with billing for the remaining 20 MW anticipated to commence on May 30, 2026, according to the disclosed service order.

What are the key technical features of WhiteFibers NC-1 facility?

The NC-1 facility is described as Tier 3-equivalent with ultra-high-density power supporting up to 150 kW per cabinet, fully redundant power distribution, N+1 cooling, and a targeted power usage effectiveness (PUE) of 1.3 or better.

How are electricity and other costs treated in WhiteFibers NC-1 services agreement?

Under the disclosed terms, electricity and certain other costs associated with providing the services at the NC-1 facility will be passed through to the customer rather than bundled into the base service price.

What did WhiteFiber (WYFI) say about the press release related to this agreement?

WhiteFiber stated that it issued a press release on December 16, 2025 announcing the entry into the services agreement, furnished as Exhibit 99.1, and that this information is not deemed filed for purposes of Section 18 of the Exchange Act.