Were the WhiteFiber (WYFI) insider share dispositions discretionary trades?

The filing states the dispositions were not discretionary trades by the reporting person. Instead, the Ordinary Shares were sold or delivered to pay tax liabilities upon vesting of RSUs under WhiteFiber’s 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3.

WhiteFiber CTO uses shares to cover RSU taxes

WhiteFiber, Inc. Chief Technology Officer Thomas Sanfilippo reported share dispositions tied to tax withholding on vested equity awards.

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Form Type

Rhea-AI Filing Summary

WhiteFiber, Inc. Chief Technology Officer Thomas Sanfilippo reported share dispositions tied to tax withholding on vested equity awards. On May 7, 2026, 955 Ordinary Shares at $21.00 per share were delivered to cover tax liabilities from RSU vesting under the 2025 Omnibus Equity Incentive Plan. A prior tax-withholding disposition on February 10, 2026 involved 1,500 shares at $19.31 per share. After the most recent event, he holds 17,320 Ordinary Shares directly, and the filing notes these were not discretionary market transactions.

Insider Trade Summary

Exercise Price or Tax Liability: 2,455 shares

Exercise Price or Tax Liability 2 txns

Insider Sanfilippo Thomas

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares, $.01 par value	955	$21.00	$20K
Exercise Price or Tax Liability	Ordinary Shares, $01 par value	1,500	$19.31	$29K

Holdings After Transaction: Ordinary Shares, $.01 par value — 17,320 shares (Direct); Ordinary Shares, $01 par value — 13,863 shares (Direct)

Footnotes (3)

F1. Represents Ordinary Shares sold to pay tax liability upon the vesting of the RSUs on April 31, 2026 and previously reported on February 12, 2026, under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.
F2. These shares were sold at $21.00, the average sales price on May 7, 2026.
F3. These shares were sold at $19.31, the average sales price on February10, 2026.

Key Figures

Tax-withholding shares (May 2026): 955 shares at $21.00/share Tax-withholding shares (Feb 2026): 1,500 shares at $19.31/share Total tax-withholding shares: 2,455 shares +1 more

4 metrics

Tax-withholding shares (May 2026) 955 shares at $21.00/share Ordinary Shares delivered for tax liability on May 7, 2026

Tax-withholding shares (Feb 2026) 1,500 shares at $19.31/share Ordinary Shares delivered for tax liability on February 10, 2026

Total tax-withholding shares 2,455 shares Aggregate shares used for tax withholding across two transactions

Post-transaction holdings 17,320 shares Ordinary Shares directly held after May 7, 2026 disposition

Key Terms

RSUs, 2025 Omnibus Equity Incentive Plan, Rule 16b-3

3 terms

RSUs financial

"tax liability upon the vesting of the RSUs on April 31, 2026"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2025 Omnibus Equity Incentive Plan financial

"under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan")"

Rule 16b-3 regulatory

"under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") 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.

What insider activity did WhiteFiber (WYFI) report in this Form 4?

WhiteFiber (WYFI) reported its Chief Technology Officer disposed of shares to cover tax liabilities on vested RSUs. The filing shows two tax-withholding transactions rather than discretionary market trades, reflecting routine administration of equity compensation under the company’s 2025 Omnibus Equity Incentive Plan.

How many WhiteFiber (WYFI) shares were used for tax withholding?

The CTO used a total of 2,455 Ordinary Shares for tax withholding. This includes 955 shares on May 7, 2026 and 1,500 shares on February 10, 2026, reflecting shares delivered to satisfy tax obligations associated with restricted stock unit vesting.

At what prices were the WhiteFiber (WYFI) tax-withholding shares valued?

The tax-withholding shares were valued at average sales prices on the relevant dates. The 955 shares on May 7, 2026 were valued at $21.00 per share, while the 1,500 shares on February 10, 2026 were valued at $19.31 per share, according to the filing footnotes.

How many WhiteFiber (WYFI) shares does the CTO hold after these transactions?

After the May 7, 2026 tax-withholding disposition, the CTO directly holds 17,320 Ordinary Shares. This post-transaction balance, reported in the Form 4, shows his remaining equity stake after using a portion of shares to satisfy RSU-related tax liabilities.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/08/2026 - 07:48 PM EDT

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^*

Sanfilippo Thomas

(Last)

(First)

(Middle)

C/O WHITEFIBER, INC 31 HUDSON YARDS

FLOOR 11, SUITE 30

(Street)

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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, $.01 par value	05/07/2026	05/07/2026	F		955⁽¹⁾	D	$21⁽²⁾	17,320	D
Ordinary Shares, $01 par value	02/10/2026	02/10/2026	F		1,500⁽¹⁾	D	$19.31⁽³⁾	13,863	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents Ordinary Shares sold to pay tax liability upon the vesting of the RSUs on April 31, 2026 and previously reported on February 12, 2026, under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

2. These shares were sold at $21.00, the average sales price on May 7, 2026.

3. These shares were sold at $19.31, the average sales price on February10, 2026.

	/s/ Erke Huang, Attorney-in-Fact	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR