8-K
WhiteFiber, Inc. (WYFI)
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):November 13, 2025
WHITEFIBER, INC.
(Exact name of registrant as specified in itscharter)
| Cayman Islands | 001-42780 | 61-2222606 |
|---|---|---|
| (State or other jurisdiction ofincorporationor organization) | (Commission File Number) | (I.R.S. EmployerIdentification Number) |
31 Hudson Yards, Floor 11, Suite 30
New York, NY 10001
(212) 463-5121
(Address, including zip code, and telephonenumber, 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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<br><br> <br>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 2.02. Results of Operations and FinancialCondition.
On November 13, 2025, WhiteFiber, Inc. (the “Company”) is issuing a press release and holding a conference call regarding its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information in this Item 2.02 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 in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 13, 2025, the Company will hold its third quarter earnings call and references will be made stating, in substance, that since September 30, 2025, the Company began the process of winding down a customer arrangement that represents approximately $21 million of the Company’s annualized cloud run rate. Because discussions are ongoing, the Company cannot comment further on the specific counterparty or details of the proposed agreement. The Company expects the relationship to be concluded through a mutual termination once documentation is finalized.
By furnishing this Report, the Company makes no admission as to the materiality of any information in this Report, including the statements made in the preceding paragraph.
The information in this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 13, 2025, titled “WhiteFiber, Inc. Reports Third Quarter 2025 Results.” |
| 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: November 13, 2025 | By: | /s/ Sam Tabar |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
WhiteFiber, Inc. Reports Third Quarter 2025 Results
New York, November 13, 2025 /PRNewswire/– WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a leading provider of AI infrastructure and HPC solutions, today announced its financial results for the third quarter ended September 30, 2025.
Third Quarter 2025 Highlights
| ● | Total revenue of $20.2 million, up 65% year-over-year (from $12.3 million in 3Q 2024). |
|---|---|
| ● | Cloud services revenue of $18.0 million, up 48% year-over-year, with gross margin of approximately 65%. |
| --- | --- |
| ● | Colocation services revenue of $1.7 million, contributing gross margin of approximately 60%. |
| --- | --- |
| ● | Totalgross profit of $12.7 million, up 90% year-over-year from $6.7 million in 3Q 2024. |
| --- | --- |
| ● | Net loss of $15.8 million compared to net loss of $0.4 million for the prior-year period, primarily reflecting non-cash stock-based<br>compensation and incremental public-company costs following the IPO. |
| --- | --- |
| ● | Adjusted EBITDA of $2.3 million, compared to $5.6 million in the prior-year period, reflecting higher public-company expenses<br>and an expanded cost structure in preparation for growth. |
| --- | --- |
| ● | Cash and cash equivalents of $166.5 million as of September 30, 2025, providing ample liquidity to fund data-center development<br>and maintain a disciplined approach to GPU procurement. |
| --- | --- |
Corporate Developments
| ● | Initial Public Offering: On August 8, 2025, WhiteFiber completed its initial public offering at $17 per share, raising approximately<br>$183 million in gross proceeds including the underwriters’ overallotment option. |
|---|---|
| ● | MTL-3 Deployment: Installation of wafer-scale systems for Cerebras under a 5 MW IT-load contract was completed in October 2025,<br>and the site is now fully operational and generating revenue. |
| --- | --- |
| ● | NC-1 Development Progress: Site preparation and power design work advanced during the quarter for the initial 24-megawatt phase<br>of the North Carolina-1 campus, which remains on schedule for early 2026 delivery. WhiteFiber is engaged in discussions with multiple<br>highly creditworthy counterparties regarding a long-term anchor agreement and continues to see exceptionally strong demand for near-term,<br>high-density capacity. The Company remains focused on securing an agreement that reflects the strategic value of early-2026 delivery. |
| --- | --- |
| ● | Pipeline Expansion: The Company is evaluating a large pipeline of potential data-center sites to support future capacity growth.<br>Several locations are in advanced stages of assessment, and the Company expects to formalize its next development site in response to<br>specific customer demand for additional high-density capacity. |
| --- | --- |
Management Commentary
Sam Tabar, Chief Executive Officer of WhiteFiber, said:
“The third quarter marked an important transition for WhiteFiber as we moved from launch to scale following our IPO. Our focus remains on disciplined execution and building durable value across both our colocation and cloud platforms.
At NC-1, we made steady progress toward first-phase delivery in the first half of 2026. Following a re-marketing process, we are now in the closing stages of discussions with multiple highly creditworthy counterparties for a long-term anchor agreement. Demand for near-term, high-density capacity remains exceptionally strong, and we are confident that NC-1 will be a cornerstone of our platform.
In parallel, we are expanding our energy and development pipeline to support future growth. Colocation demand continues to outpace available supply, and we are targeting expansion opportunities directly aligned with customer requirements for 2026 and beyond.
On the Cloud side, we continue to scale deliberately. Our goal is not to pursue short-term, volume-based contracts but to build a differentiated, technology-driven platform that competes on performance, reliability, and software. This disciplined approach positions WhiteFiber to capture sustainable, high-quality growth as AI infrastructure demand continues to mature.”
Summary of Financial Results
WHITEFIBER, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS ANDCOMPREHENSIVE INCOME (LOSS)
For the Three and Nine Months Ended September30, 2025 and 2024
(Expressed in US dollars, except for the numberof shares)
| For the Three Months Ended<br> September 30, | For the Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | ||||||||||||
| Cloud services | $ | 18,032,898 | $ | 12,151,303 | $ | 49,470,499 | $ | 32,718,084 | ||||
| Colocation services | 1,692,280 | - | 5,059,693 | - | ||||||||
| Other | 454,588 | 130,144 | 1,073,085 | 322,396 | ||||||||
| Total Revenues | 20,179,766 | 12,281,447 | 55,603,277 | 33,040,480 | ||||||||
| Operating costs and expenses | ||||||||||||
| Cost of revenue (exclusive of depreciation shown below) | ||||||||||||
| Cloud services | (6,314,548 | ) | (5,459,667 | ) | (18,932,677 | ) | (13,212,295 | ) | ||||
| Colocation services | (674,947 | ) | - | (1,874,829 | ) | - | ||||||
| Depreciation and amortization expenses | (6,371,178 | ) | (4,324,751 | ) | (15,341,535 | ) | (11,528,569 | ) | ||||
| General and administrative expenses | (21,323,157 | ) | (3,344,402 | ) | (41,077,642 | ) | (5,802,810 | ) | ||||
| Total operating expenses | (34,683,830 | ) | (13,128,820 | ) | (77,226,683 | ) | (30,543,674 | ) | ||||
| (Loss) income from operations | (14,504,064 | ) | (847,373 | ) | (21,623,406 | ) | 2,496,806 | |||||
| Net loss from disposal of property and equipment | (338,222 | ) | - | (338,222 | ) | - | ||||||
| Other (loss) income, net | (844,732 | ) | 866,429 | (90,412 | ) | 1,036,399 | ||||||
| Total other (loss) income, net | (1,182,954 | ) | 866,429 | (428,634 | ) | 1,036,399 | ||||||
| (Loss) income before income taxes | (15,687,018 | ) | 19,056 | (22,052,040 | ) | 3,533,205 | ||||||
| Income tax expense | (66,698 | ) | (383,619 | ) | (1,107,232 | ) | (1,126,193 | ) | ||||
| Net (loss) income | $ | (15,753,716 | ) | $ | (364,563 | ) | $ | (23,159,272 | ) | $ | 2,407,012 | |
| Other comprehensive (loss) income | ||||||||||||
| Foreign currency translation adjustment | (1,289,571 | ) | - | 1,634,032 | - | |||||||
| Total comprehensive (loss) income | (17,043,287 | ) | (364,563 | ) | (21,525,240 | ) | 2,407,012 | |||||
| Weighted average number of ordinary share outstanding | ||||||||||||
| Basic | 33,742,031 | 27,043,750 | 29,325,582 | 27,043,750 | ||||||||
| Diluted | 33,742,031 | 27,043,750 | 29,325,582 | 27,043,750 | ||||||||
| Earnings (loss) per share | ||||||||||||
| Basic | $ | (0.47 | ) | (0.01 | ) | (0.79 | ) | 0.09 | ||||
| Diluted | $ | (0.47 | ) | (0.01 | ) | (0.79 | ) | 0.09 |
2
Segment Level Detail
Three Months Ended September 30, 2025
| Cloud<br> services | Colocation<br> services | Total | ||||
|---|---|---|---|---|---|---|
| Revenue from external customers | $ | 18,032,898 | $ | 1,692,280 | $ | 19,725,178 |
| Reconciliation of revenue | ||||||
| Other revenue (a) | 454,588 | |||||
| Total consolidated revenue | 20,179,766 | |||||
| Less: | ||||||
| Electricity costs | 631,099 | 288,797 | 919,896 | |||
| Datacenter lease expense | 1,380,553 | 166,114 | 1,546,667 | |||
| GPU lease expense | 3,454,308 | - | 3,454,308 | |||
| Wage expense | - | 92,494 | 92,494 | |||
| Other segment items (b) | 848,588 | 127,542 | 976,130 | |||
| Segment gross profit | $ | 11,718,350 | $ | 1,017,333 | $ | 12,735,683 |
| (a) | Other revenue is primarily<br>attributable to Equipment Leasing revenue and is therefore not included in the total for segment gross profit. | |||||
| --- | --- | |||||
| (b) | All amounts included within<br>Other segment items are individually insignificant. | |||||
| --- | --- |
Reconciliations of Adjusted EBITDA to the mostcomparable U.S. GAAP financial metric for the three months ended and nine months ended September 30, 2025 and 2024 are presented in thetable below:
| For the Three Months<br><br> Ended<br> September 30, | For the Nine Months<br><br> Ended<br> September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Reconciliation of non-GAAP income (loss) from operations: | |||||||||||
| Net (loss) income | $ | (15,753,716 | ) | $ | (364,563 | ) | $ | (23,159,272 | ) | $ | 2,407,012 |
| Depreciation and amortization expenses | 6,371,178 | 4,324,751 | 15,341,535 | 11,528,569 | |||||||
| Income tax expenses | 66,698 | 383,619 | 1,107,232 | 1,126,193 | |||||||
| EBITDA | (9,315,840 | ) | 4,343,807 | (6,710,505 | ) | 15,061,774 | |||||
| Adjustments: | |||||||||||
| Net loss from disposal of property, plant and equipment | 338,222 | - | 338,222 | - | |||||||
| Share-based compensation expenses | 11,254,690 | 1,297,489 | 17,876,451 | 1,382,004 | |||||||
| Adjusted EBITDA | $ | 2,277,072 | $ | 5,641,296 | $ | 11,504,168 | $ | 16,443,778 |
Conference Call and Webcast
WhiteFiber will host a conference call to discuss its results at 4:30 p.m. ET on November 13, 2025. The call can be accessed by dialing (800) 330-6730 (passcode: 761301). A webcast will also be available in the Investor Relations section of WhiteFiber’s website at https://www.whitefiber.com/investors#upcoming-events. A replay will be available following the call.
3
About WhiteFiber, Inc.
WhiteFiber is a provider of artificial intelligence (“AI”) infrastructure solutions. WhiteFiber owns high-performance computing 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. For more information, visit www.whitefiber.com. Follow us on LinkedIn and X @WhiteFiber_.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of applicable securities laws. Such statements include, but are not limited to, statements about our ability to capture demand in the market, prospective customer demand, the timing for completion of the initial 24-megawatt phase at our NC-1 facility, our pipeline, and our ability to formalize contracts with our customers. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. These statements may be identified by words such as “will likely result,” “are expected to,” “will continue,” “will allow us to” “is anticipated,” “estimated,” “expected”, “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. 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 statements. WhiteFiber undertakes no obligation to update any forward-looking statements except as required by law. All forward-looking statements speak only as of the date of this press release.
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 the date hereof, and we disclaim 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 communication.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measure: adjusted EBITDA. The presentation of this financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use adjusted EBITDA for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We define adjusted EBITDA, a non-GAAP financial measure, as net (loss) income before income tax expenses, depreciation and amortization, as adjusted to exclude share-based compensation expenses. We believe that adjusted EBITDA provides helpful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business operating results. We believe that both management and investors benefit from referring to adjusted EBITDA in assessing our performance and when planning, forecasting, and analyzing future periods. Adjusted EBITDA also facilitates management’s internal comparisons to our historical performance and comparisons to our competitors’ operating results. We believe adjusted EBITDA is useful to investors both because they (i) allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (ii) are used by our institutional investors and the analyst community to help them analyze the health of our business.
The items excluded from adjusted EBITDA may have a material impact on our financial results. Accordingly, adjusted EBITDA is presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP.
There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with GAAP. We refer investors to the reconciliation adjusted EBITDA to net (loss) income included below consolidated results.
Investor Contact
WhiteFiber
IR@whitefiber.com
Media Contact
JAM Strategic Communications
joanne@jam-comms.com
4