WhiteFiber CFO acquires 26,374 shares as grant vests

The CFO's reported transactions combine a 26,374-share RSU vesting with two tax-liability share dispositions.

Rhea-AI Filing Summary

WhiteFiber, Inc. (WYFI) Chief Financial Officer Justin Zhu acquired 26,374 Ordinary Shares on October 14, 2026, issued upon vesting of RSUs when a performance milestone was achieved. The shares were valued using the $18.01 closing market price on September 30, 2026. He disposed of 14,080 shares on October 15, 2026, to pay tax liability on the October 14 issuance, at a $12.20 weighted average price, and 2,060 shares on August 27, 2026, to pay tax liability on shares issued August 1, 2026, at a $20.39 weighted average price. The footnotes state that neither tax-liability transaction represented a discretionary transaction by a reporting person.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Zhu Justin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares F5, F2	14,080	$12.20	$172K
Grant/Award	Ordinary Shares F3, F4	26,374	--	--
Tax Withholding	Ordinary Shares F1, F2	2,060	$20.39	$42K

Holdings After Transaction: Ordinary Shares — 23,935 shares (Direct)

Footnotes (5)

1. F1. Represents Ordinary Shares, sold on August 27, 2026, to pay tax liability of the shares issued on August 1, 2026, upon the vesting of RSUs granted under the Issuer's Plan pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.
2. F2. The price reported in Column 4 is a weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. Represents Ordinary Shares issued upon vesting of restricted stock units ("RSUs") awarded under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") on the date the applicable performance milestone was achieved.
4. F4. These shares were valued at $18.01 the closing market price on September 30, 2026, when the RSUs vested.
5. F5. Represents Ordinary Shares, sold on October 15, 2026, to pay tax liability of the shares issued on October 14, 2026 relating to the shares granted on September 30, 2026, upon the vesting of RSUs granted under the Issuer's Plan pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

Key Figures

Ordinary Shares acquired: 26,374 shares Closing market price: $18.01 per share Shares disposed of for tax liability: 14,080 shares +3 more

6 metrics

Ordinary Shares acquired 26,374 shares Issued upon RSU vesting on October 14, 2026

Closing market price $18.01 per share September 30, 2026, when the RSUs vested

Shares disposed of for tax liability 14,080 shares October 15, 2026

Weighted average price $12.20 per share 14,080 shares disposed of on October 15, 2026

Shares disposed of for tax liability 2,060 shares August 27, 2026

Weighted average price $20.39 per share 2,060 shares disposed of on August 27, 2026

Key Terms

restricted stock units ("RSUs"), weighted average price, 2025 Omnibus Equity Incentive Plan, Rule 16b-3

4 terms

restricted stock units ("RSUs") financial

"vesting of restricted stock units ("RSUs") awarded under"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

2025 Omnibus Equity Incentive Plan financial

"awarded under the Company's 2025 Omnibus Equity Incentive Plan"

Rule 16b-3 regulatory

"pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

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

How many shares did WYFI's CFO acquire and dispose of?

Justin Zhu acquired 26,374 Ordinary Shares on October 14, 2026, upon vesting of RSUs. He disposed of 14,080 shares on October 15, 2026, and 2,060 shares on August 27, 2026, to pay tax liabilities. The footnotes state that neither tax-liability transaction represented a discretionary transaction by a reporting person.

What prices did WYFI's CFO report for the share dispositions?

The reported weighted average prices were $12.20 per share for 14,080 shares disposed of on October 15, 2026, and $20.39 per share for 2,060 shares disposed of on August 27, 2026.

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

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Available on EDGAR 10/16/2026 - 09:37 PM EDT Accepted by SEC EDGAR 10/16/2026 - 09:36 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhu Justin

(Last) (First) (Middle)

C/O WHITEFIBER, INC., 31 HUDSON

YARDS, FLOOR 11, SUITE 30

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WhiteFiber, Inc. [ WYFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/27/2026		F		2,060(1)	D	$20.39(2)	11,641	D
Ordinary Shares	10/14/2026		A		26,374(3)	A	(4)	38,015	D
Ordinary Shares	10/15/2026		F		14,080(5)	D	$12.2(2)	23,935	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Ordinary Shares, sold on August 27, 2026, to pay tax liability of the shares issued on August 1, 2026, upon the vesting of RSUs granted under the Issuer's Plan pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

2. The price reported in Column 4 is a weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents Ordinary Shares issued upon vesting of restricted stock units ("RSUs") awarded under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") on the date the applicable performance milestone was achieved.

4. These shares were valued at $18.01 the closing market price on September 30, 2026, when the RSUs vested.

5. Represents Ordinary Shares, sold on October 15, 2026, to pay tax liability of the shares issued on October 14, 2026 relating to the shares granted on September 30, 2026, upon the vesting of RSUs granted under the Issuer's Plan pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

	/s/ Justin Zhu	10/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)