WYFI 10-K & 10-Q changes, risk factors and insider trading
WhiteFiber, Inc. · Nasdaq · Finance Services · CIK 2042022 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
In addition to the information set forth in this Quarterly Report on Form 10-Q, including the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our condensed consolidated financial statements and the related notes, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in our Annual Report and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed:
Full comparison: every changed paragraph (1)
In addition to the information set forth in this
Quarterly Report on Form 10-Q, including the information set forth in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” as well as in our condensed consolidated financial statements and the related notes, you should
carefully consider the risk factors disclosed in the section entitled “Risk Factors” in our Annual Report and the other
reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not
currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial
condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk
factors as previously disclosed.disclosed:
Management's Discussion & Analysis (MD&A)
New heading “RBC Credit Facility”
New heading “Global Data Center Infrastructure and Partnerships”
New heading “Customer Base and Concentration”
New heading “Selected Customer Agreements”
New heading “New Business Developments”
New heading “Availability of Additional Financing.”
New heading “Impairment of capitalized software assets”
New heading “Results of operations for the six months ended June 30, 2026 and 2025”
New heading “Revenue from cloud services”
New heading “Revenue from colocation services”
New heading “Cost of revenue”
New heading “Cost of revenue — cloud services”
New heading “Cost of revenue — Colocation Services”
New heading “Depreciation and amortization expenses”
New heading “Impairment of capitalized software assets”
New heading “General and administrative expenses”
New heading “Income tax expenses”
New heading “Discussion of Certain Balance Sheet Items as of June 30, 2026 and December 31, 2025”
New heading “Short-term and long-term debt, net”
New heading “Other long-term liabilities”
New heading “Delayed Draw Term Loan Facility”
New heading “B. Riley Facility”
New heading “NC-1 Project Financing Update”
Removed heading “RBC Facility Agreement Executed on June 18, 2025”
Removed heading “RBC Facility Agreement amended on April 27, 2026”
Removed heading “Discussion of Certain Balance Sheet Items as of March 31, 2026 and December 31, 2025”
Largest changes
“Discussion of Certain Balance Sheet Items as of March 31, 2026 and December 31, 2025”see in full comparison
“Discussion of Certain Balance Sheet Items as of June 30, 2026 and December 31, 2025”see in full comparison
“Borrowings under the facility bear interest, at the Company’s option, at either Daily Simple CORRA plus 2.75% per annum or Royal Bank Prime plus 1.00% per annum, with the prime-based rate serving as the default option.”see in full comparison
“Results of operations for the six months ended June 30, 2026 and 2025”see in full comparison
Full comparison: every changed paragraph (193)
The following information should be read in
conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form
10-Q for the period ended MarchJune 31,30, 2026 as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report). Except for the statements of historical
fact, this Form 10-Q contains “forward-looking information” and “forward-looking statements reflecting our current expectations
that involve risks and uncertainties (collectively, “forward-looking information”) that is based on expectations, estimates
and projections as at the date of this Form 10-Q. 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. 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. The following
discussion may contain forward-looking statements that reflect WhiteFiber, Inc.’s plans, estimates and beliefs. WhiteFiber, Inc.’s
actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute
to these differences include those factors discussed below, in the Annual Report and in Part II, Item 1.A of this Form 10-Q, particularly
in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” Before
making an investment decision, you should carefully consider these risks, uncertainties and forward-looking statements.
The Company’s actual results could differ
materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed
in the Company’s periodic reports that are filed with the SEC and available on its website at http://www.sec.gov. If any material
risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities
could decline and you could lose part ofor all of your investment. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicateindicator of future
performance, and historical trends should not be used to anticipate results in the future. All forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under
the securities laws, the companyCompany does not assume a duty to update these forward-looking statements.
Based on their collective industry experience, our data center team
is adept at bringing new sites online on an accelerated timeline. We are aggressively pursuing our development pipeline and intend to
achieve an estimated 7670 MW (gross) of total data center capacity by the end of the fourth quarter of 2026, a target that is underpinned
by assets including our MTL-2, MTL-3, and NC-1 facilities. As of MarchJune 31,30, 2026, our pipeline of potential data center projects represents
approximately 1,500 MW (gross) under management review. We follow a disciplined process prioritizing projects that are backed by customer
lease commitments. In select cases, we may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization
pathways. Accordingly, the foregoing timelines and capacities are subject to change based on many factors, many of which are outside of
our control.
On May 20, 2025, we completed the purchase of a former industrial/manufacturing
building from UMI. Pursuant to the Purchase Agreement we agreed to purchase from UMI, an industrial/manufacturing building together with
the underlying land located in Madison, North Carolina, which we refer to as “NC-1”, as well as certain machinery and equipment
located thereon for a cash purchase price of $45 million. The purchase price will increase by (i) $8 million, if Duke Energy actually
provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) within two years of May 20, 2025, or (ii) $5
million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) more than
two years but less than three years after May 20, 2025. Additionally, the purchase price will increase by an additional $200,000$200 thousand per MW
over 99 MW (gross) up to a maximum of $5 million if at least 99 MW (gross) are actually delivered, or Duke Energy provides an Electric
Services Agreement for the provision of at least 99 MW (gross), within four years of May 20, 2025. Separately, the Company entered into
a Capacity Agreement with Duke Energy pursuant to which Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross)
of service to NC-1 by September 1, 2025, 40 MW (gross) by April 1, 2026, and 99 MW (gross) within four years of May 16, 2025. Management
believes based upon its review of the site and a Duke Energy preliminary transmission study, that NC-1 may receive and support up to 200
MW (gross) of total electrical supply over an extended period of time, subject to infrastructure upgrades, such as developing new substations
and other conditions. On August 4, 2025, Enovum NC-1 Bidco LLC, a subsidiary of the Company, entered into an Assignment and Assumption
Agreement with Unifi Manufacturing and Duke Energy Carolinas, LLC, pursuant to which Enovum assumed Unifi’s rights and obligations
under certain electric service agreements for facilities located in North Carolina. Duke Energy consented to the assignment. Refer to
Note 18. Commitments and contingencies to our condensed consolidated financial statements for further detail.
As the business grows, the Company’s ability to fund its operating needs will depend on the ongoing ability to generate positive cash flow from our operations and raise capital in the capital markets. Accordingly, the Company has entered into certain credit facilities to finance these areas of growth, including the RBC Facility Agreement discussed here. Refer to Liquidity and capital resources for further discussion on this Facility and other credit facilities of the Company.
RBC Credit Facility
On June 18, 2025, we entered into a non-recourse credit agreement with RBC (as subsequently amended on July 4, 2025, the “original credit agreement”) providing for an aggregate of up to approximately CAD 60 million (approximately $43.8 million) of financing intended primarily to refinance the buildout of MTL-2 and to provide $5.8 million of revolving term financing. The facilities had not been authorized for use by the lender, as certain conditions precedent had not yet been satisfied, and accordingly no amounts were drawn and no borrowings were available under the original credit agreement.
RBC Facility Agreement Executed on June 18, 2025
On June 18, 2025, we entered
into the Credit Facility with RBC. The Credit Facility provides for an aggregate of up to approximately CAD 60 million (approximately
$43.8 million) of financing. The proceeds are to be used primarily to refinance the buildout of MTL-2 as well as $5.8 million of revolving
term financing (the “Revolver”). The Credit Facility is non-recourse to the Company. We entered into a three-year USD $18.5
million non-revolving lease facility to finance equipment costs and building improvements to build out the site. The lease facility provides
for straight-line amortization of six years and capital moratorium of six months after disbursement is complete. RBC may cancel any unutilized
portion of the Credit Facility after March 31, 2026. The interest rate is fixed based on the rental rate determined by RBC for the three-year
term of the lease.
As part of the Credit Facility,
we entered into a three-year $19.6 million non-revolving real estate term loan facility. The purpose of this facility is to refinance
the Company’s purchase of MTL-2. The interest rate of the real estate term loan facility will be determined at the time of borrowing,
or a floating interest rate ranging from RBP plus 0.75% to CORRA (“Canadian Overnight Repo Rate Average”) plus 250 bps. Payment
of principal and interest is due 30 days after drawdown and is repayable in full on the last day of the three-year term.
The Revolver is being provided
by RBC by way of Letters of Credit and Letters of Guaranty with fees to be determined on a transaction by transaction basis. This facility
will be available for the 36 month term subject to the issuance of the EDC (Export and Development Canada) Performance Security Guaranty
in the amount of $5.8 million and other related supporting documents. We agreed to certain financial covenants included maintaining on
a combined basis between MTL-1 and MTL-2: fixed charge coverage of not less than 1.20:1 and a ratio of Net Funded Debt to EBITDA of not
greater than 4.25:1 and decreasing to 3.50:1 from December 31, 2027.
RBC Facility Agreement amended on April
27, 2026
On April 27, 2026, the Company entered
into an amended credit agreement with RBC.RBC, This agreement replacesreplacing the original credit agreement dated June 18, 2025, as subsequently
amended on July 4, 2025. The amended credit agreement providesprovided for an authorized credit facility of CAD $28 million (approximately $20
million)., Thethe proceeds haveof beenwhich were used as a real estate acquisition bridge loan to finance the acquisition of the MTL-3 facility,facility. atThe amended credit agreement also included a
purchase price of CAD $24.2$8 million (approximately USD $17.4$5.8 million). Therevolving closingfacility datein occurredthe onform Mayof 8,Letters 2026.of Credit and Letters of Guarantee, available for a 12-month term. On July 15, 2026, the amended credit agreement was repaid in full and refinanced through the Syndicated RBC Credit Facility Agreement described below; the revolving Letters of Credit and Letters of Guarantee facility remains in place.
Syndicated RBC Credit Facility Agreement executed on July 6, 2026 On July 6, 2026, the Company’s wholly-owned subsidiary, Enovum Data Center Corp. entered into a syndicated credit agreement (“Syndicated RBC Credit Facility Agreement”), The Syndicated Credit Facility Agreement provides for an aggregate of up to approximately CAD $115 million (approximately $80.8 million) to refinance the Amended Credit Agreement and finance its data centers business. The agreement also includes an accordion feature that permits the Company to increase by up to an additional CAD $25 million (approximately $17.7 million) to refinance the Amended Credit Agreement, subject to the satisfaction of specified conditions. The Syndicated Credit Facility Agreement is a non-revolving facility, and amounts repaid or prepaid may not be reborrowed.
Borrowings under the Syndicated Credit Facility Agreement bear interest, at the Company’s option, at either (i) CORRA-based benchmark rate for such interest period plus 2.45% per annum plus the credit spread adjustment for the applicable interest period (29.547 basis points for one month interest period, 32.138 basis points for a three month interest period and 0 for a daily interest period), or (ii) RBC Prime rate plus 1.00% per annum. The facility has a three-year term from the date of the initial drawdown and requires interest-only payments until the first full quarter after the date of the initial drawdown. The loan will be amortized through quarterly principal repayments based on a 15-year amortization schedule, with the outstanding principal due in full at maturity. The specific borrowing terms are established at the time of each drawdown pursuant to a borrowing request submitted by the Company and accepted by the lender.
The Syndicated Credit Facility is secured by first-ranking security interests over substantially all present and future personal property and assets of the borrower and the guarantors, together with first-ranking mortgages on certain owned real estate, including the Company's MTL-2 and MTL-3 properties and related improvements and equipment The Company has agreed to certain financial covenants, including a minimum debt service coverage ratio and a maximum Net funded debt to EBITDA ratio.
On July 15, 2026, the Company drew a CORRA loan amount of CAD $36.8 million (approximately $26.2 million) under the Syndicated Credit Facility Agreement.
Borrowings under the facility bear interest,
at the Company’s option, at either Daily Simple CORRA plus 2.75% per annum or Royal Bank Prime plus 1.00% per annum, with the prime-based
rate serving as the default option.
The facility has a six-month term from the date
of drawdown and requires interest-only payments during the term, with the outstanding principal due in full at maturity. The specific
borrowing terms are established at the time of each drawdown pursuant to a borrowing request submitted by the Company and accepted by
the lender.
Additionally, RBC is providing a CAD $8 million
(approximately $5.8 million) revolving facility in the form of Letters of Credit and Letters of Guarantee. The fees will be determined
on a transaction-by-transaction basis, and the facility will be available for a 12-month term.
The Company has agreed to certain financial covenants,
including a minimum debt service coverage ratio and a maximum Net funded debt to EBITDA ratio.
As of the reporting date, the April 27, 2026
bridge loan has been authorized and funded by RBC for the MTL-3 facility acquisition. The Company and RBC are currently in discussions
regarding new syndicated credit facilities, including (i) a delayed draw term loan facility of CAD $115 million (approximately $82.5
million), which includes the CAD $24.2 million (approximately $17.4 million) bridge loan (ii) an accordion facility of CAD $25 million
(approximately $17.9 million) and (iii) the CAD $8 million (approximately $5.7million) revolving facility.
In November 2025, our wholly owned subsidiary, Enovum NC-1 Bidco, LLC,
entered into the Services Agreement with Nscale Services US Inc. and Nscale Global Holdings Limited (collectively, “Nscale”)
for the provision of colocation and related services at our NC-1 facility. The agreement represents a significant commercial milestone
for our high-density data center platform and provides long-term contracted revenue visibility. The initial Service Order pursuant to
the Services Agreement represents approximately $865 million in total contracted revenue over a 10-year term, inclusive of contractual
annual rate escalators and non-recurring installation services (“NRCs”). Electricity and certain other operating costs are
structured as pass-through charges to Nscale. Billing is expected to commence during the secondthird quarter, subject to completion of construction
and commissioning. As a result, we expect full revenue contribution from this agreement to begin during the third quarter of 2026 as the
facility reaches its contractual capacity.
We are also developing a capital-light managed services offering through which customers would fund the underlying hardware while we deploy and operate it on their behalf. This offering has not yet generated material revenue.
Global Data Center Infrastructure and Partnerships
We expect to leverage a global network of data centers for hosting capacity for
our GPU business, in many instances, by negotiating with third-party providers to seamlessly integrate our cloud services at strategically located data centers
across key regions in Europe, North America and Asia.centers. Our initial data center partnership through which we lease capacity is at Blönduós
Campus, Iceland, offering a world-class operations team with certified technicians and reliable engineers. The facility has a 45 kW rack
density and 6 MW (gross) total capacity. We have executed contracts for 5.5 MW IT load at the data center. The center’s energy source
is 100% renewable energy, mainly from Blanda Hydro PowerStation, the winner of an IHA Blue Planet Award in 2017. In addition, we have
leased additional capacity to install our data center in Atlanta, Georgia, USA to expand our cloud services offering. The capacity leases
commenced in February 2026. We also intend to lease additional capacity to expand our cloud services offering. In July 2026, we entered into a lease for 2.5 MW IT load Tier 3 design data center space in Sydney, Australia to expand our cloud services offering. The lease is scheduled to commence in the fourth quarter of 2026.
In April 2025, we received our first shipment
of NVIDIA GB200 NVL72 system powered NVIDIA GB200 Grace Blackwell Superchip powered NVIDIA GB200 NVL72 system chips,Superchips, from Quanta Cloud Technology, a leading provider of
data center solutions. We believe that support with proof of concept (POC) access from Quanta will enable us to meet and exceed expectations
around delivery and timeline, performance and reliability.
Customer Base and Concentration
As of the date of this Form 10-Q, we have seven existing customers. Our largest customer accounted for approximately 63% of our revenue during the six months ended June 30, 2026. During the period we had discontinuation of three customer orders. The discontinued orders resulted in approximately $5.1M impact to revenue during the six months ended June 30, 2026. However, there were new customer orders contracted in the six months ended June 30, 2026 and through the date of this Form 10-Q for total contracted revenue of $635.8M over a six months to three-year period.
Discontinued customer agreements during the six months ended June 30, 2026 and through the date of this Form 10-Q include: (i) the Company’s Initial Customer, following execution of the Termination Agreement described below; (ii) a customer whose Master Services Agreement and related purchase order, as previously amended, was terminated in January 2026; and (iii) a customer whose service order, entered into in January 2026, was terminated during the period.
New customer agreements signed during the six months ended June 30, 2026 and through the date of this Form 10-Q include new service orders entered into with existing customers for additional GPU and CPU/storage capacity, as well as new service orders entered into with new customers, in each case as further described below.
Selected Customer Agreements
The following summaries reflect selected GPU cloud service agreements that were entered into or discontinued during the period, or that that we otherwise consider to be material or representative. We have entered into additional agreements that are not individually material and are not included below.
In January 2025, the Company entered into aan new
agreement to supply its Initial Customer with an additional 464 GPUs for a period of 18 months. This new agreement replaces the prior
agreement whereby the Company was to provide the customer with an incremental 2,048 H100 GPUs. The contract represents approximately
$15 million of annualized revenue and features a two-month prepayment from the customer. The customer elected to defer the commencement
date until August 20, 2025, which is the latest allowable date under the agreement. Deployment commenced on August 20, 2025, using the
Company’s inventory of B200 GPUs.
In the second quarter of 2026, the Company executed a termination agreement (the “Termination Agreement”) with the Initial Customer. The Termination Agreement preserved $12.5 million of previously invoiced, unpaid trade receivables. This preserved balance was fully collected as of June 30, 2026. Prepayment and service deposit balances were applied against other outstanding receivables and the Company recognized a bad debt expense of approximately $2.2 million for the unpreserved remaining receivable balance outstanding. Additionally, under the Termination Agreement the Initial Customer is obligated to pay the Company a fixed termination fee of $12.3 million that was recognized as revenue during the second quarter of 2026. Subsequently, after quarter-end, the termination fee was amended to $15.7 million. The amended amount of $15.7 million remains outstanding as of the date of this Form 10-Q. Following the service pause and termination of the agreement, the Company redeployed the GPUs previously allocated to the Initial Customer to other customers.
As of the date of this Form 10-Q, the Company
and the Initial Customer are engaged in discussions regarding a potential resolution of the existing service agreements following the
agreed pause of services. No definitive termination or settlement agreement has been executed. In connection with these discussions, the
parties are negotiating the treatment of the remaining non-refundable prepayment, service deposit, outstanding receivables, and a potential
early termination fee, which the Company believes would be equal to 40% of the fees that would have accrued for services during the remainder
of the term of the MSA and applicable purchase orders. Following the service pause, the Company has redeployed the GPUs previously allocated
to the Initial Customer to three other customers and continues to evaluate the related financial and operational implications. There can
be no assurance as to the timing, terms, or final outcome of these discussions.
On November 6, 2024, we entered into a Master Services Agreement (“MSA”)
with a minimum purchase commitment of 16 GPUs, along with an associated purchase order, from a new customer. The purchase order provides
for services utilizing a total of 16 H200 GPUs over a minimum of a six-month period, representing total contracted value of approximately
$160,000 $0.16 million for the term. The deployment commenced on November 7, 2024, using the Company’s existing inventory of H200 GPUs. The service
under the purchase order concluded in May 2025. Between May 2025 and September 2025, the Company signed six additional agreements on a
month-to-month basis for a total of 88 H200 GPUs, which were terminated in January 2026.
In March 2026, we entered into another service order with the customer to provide
services utilizing a total of 256 H100 GPU servers. The service order has an initial term of 24 months beginning on the services commencement
date, with an option to renew for an additional twelve months. The service order represents an aggregate revenue opportunity of approximately
$50.2 million. The deployment and revenue generation is expected to beginbegan in Aprilthe second quarter of 2026.
On December 30, 2024, we entered into a Master
Services Agreement (“MSA”) with an AI Compute Fund managed by DNA Holdings Venture Inc. (“DNA Fund”). The MSA
had a minimum purchase commitment of 32 GPUs, along with an associated purchase order. The purchase order provides for services utilizing
a total of 576 H200 GPUs over a 25-month period and terminable by either party upon at least 90 days’ written notice prior to any
renewal date. Concurrently, we placed a purchase order for 130 H200 servers for approximately $30 million. The deployment commenced in
February 2025.
In April 2025, the Company signed two additional
cloud services agreements with DNA Fund. The first agreement includes 104 NVIDIA H200 GPUs under a 23-month term and was deployed in
May 2025. The second agreement includes 512 H200 GPUs under a 24-month term and was deployed in July 2025. With these additions, DNA
Fund’s total contracted deployment increased to 1,192 GPUs.
On January 6, 2025, we entered into a Master
Services Agreement (“MSA”) with a minimum purchase commitment of 32 GPUs, along with an associated purchase order, from a
new customer. The purchase order provided for services utilizing a total of 32 H200 GPUs over a minimum of six-month period, representing
total revenue of approximately $300,000 for the term. The deployment commenced and revenue generation began on January 8, 2025, using
the Company’s existing inventory of H200 GPUs. The service under the purchase order concluded in April 2025 following a change
in the customer’s ownership, and the customer paid the remaining contract value as an early termination penalty.
In January 2025, we entered into a Master Services
Agreement (“MSA”), along with two associated purchase orders, from a new customer. The purchase orders provide for services
utilizing a total of 24 H200 GPUs over a minimum 12-month period, representing total revenue of approximately $450,000 for the term.
The deployment commenced and revenue generation began on January 27, 2025, using the Company’s existing inventory of H200 GPUs.
The service under the purchase order concluded in March 2025 after the customer ceased operations.
On January 30, 2025, we entered into a Master Services Agreement (“MSA”)
with a minimum purchase commitment of 40 GPUs, along with an associated purchase order, from a new customer. The purchase orders provide
for services utilizing a total of 40 H200 GPUs over a minimum of 12 month period, representing total revenue of approximately $750,000
for the term. The deployment commenced and revenue generation began on January 24, 2025, using the Company’s existing inventory
of H200 GPUs. In October 2025, the purchase order was amended to reduce the number of H200 GPUs from 40 to 8 and to extend the term of
service through May 2027. This contract was terminated in January 2026. Between April and July 2025, the Company signed four additional
agreements on a month-to-month basis for a total of 184 H200 GPUs, which were terminated in August 2025.
In March 2025, we entered a strategic partnership
with Shadeform, Inc., the premier multi-cloud GPU marketplaces, to bring on-demand NVIDIA B200 GPUs to customers beginning in May 2025.
In August and September 2025, we entered into
three service orders with a new customer. Each order form provides for services utilizing a total of 64 B200 GPUs on a weekly basis,
which either party may terminate by not extending it with mutual written agreement. In September, the customer renewed one order form
for an additional week for services utilizing a total of 64 B200 GPUs. As of the reporting date, no additional renewals have occurred.
In September 2025, we entered into a service
order with a new customer, which provides services utilizing a total of 16 B200 GPUs on a monthly basis, automatically renewing for an
additional one month period unless and until otherwise terminated upon at least seven days’ prior written notice. The deployment
commenced and revenue generation began on September 23, 2025. The agreement was not renewed after the initial term.
In October 2025, we entered into a service order
with a new customer to provide services utilizing a total of 48 H200 GPUs. The service order had an initial term of 36 months. The deployment
commenced and revenue generation began on October 21, 2025. The contract was terminated in December 2025.
In October 2025, we entered into a two-week service
order with a new customer to provide services utilizing a total of 72 B200 GPUs. In January 2026, we entered into an additional two-week
service order with this customer for 72 B200 GPUs. These contracts were terminated as of February 2026. In February 2026, we entered
into a further service order with this customer to provide services utilizing a total of 384 B200 GPUs. This service order has an initial
term of 24 months commencing on the service commencement date, after which it will automatically renew for successive one-month periods
unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $18.1 million. Deployment
and revenue generation commenced on January 27, 2026.
In November 2025, we entered into a service order
with a new customer to provide services utilizing a total of 128 B200 GPUs. The service order has an initial term of 12 months, representing
total contracted value of approximately $3.0 million, after which it automatically renews for successive one-month periods unless terminated
by either party. Deployment and revenue generation began on December 1, 2025.
In February 2026, we entered into a service order
with a new customer to provide services utilizing a total of 256 GPUs. The service order has an initial term of 12 months beginning on
the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party.
The deployment and revenue generation began on February 1, 2026.
In March 2026, we entered into a service order
with a new customer to provide services utilizing a total of 72 GB200 GPUs. The service order has an initial term of 12 months beginning
on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party.
The deployment and revenue generation began on March 7, 2026.
In FebruaryApril 2026, wethe Company entered into aanother service order
with a newthe customer to provide servicesCPU utilizingand astorage totalserver of 80 H200 GPUs.services. The service order has an initial term of 1224 months beginning
on the services commencement date. The service order represents an aggregate revenue opportunity of approximately $0.8 million. The deployment and revenue generation began onin Februarythe 1,second quarter of 2026.
On January 30, 2025, we entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 40 GPUs, along with an associated purchase order, from a new customer. The purchase orders provide for services utilizing a total of 40 H200 GPUs over a minimum of 12 month period, representing total revenue of approximately $0.8 million for the term. In October 2025, the purchase order was amended to reduce the number of H200 GPUs from 40 to 8 and to extend the term of service through May 2027. This contract was terminated in January 2026.
In October 2025, we entered into a two-week service order with a new customer to provide services utilizing a total of 72 B200 GPUs. In January 2026, we entered into an additional two-week service order with this customer for 72 B200 GPUs. These contracts were terminated as of February 2026. In January 2026, we entered into a further service order with this customer to provide services utilizing a total of 384 B200 GPUs. This service order has an initial term of 24 months commencing on the service commencement date, after which it will automatically renew for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $18.1 million. Deployment and revenue generation commenced in January 2026.
In February 2026, we entered into a service order with a new customer to provide services utilizing a total of 256 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on February 1, 2026 which is expected to generate total revenues of $3.6 million.
In March 2026, we entered into a service order with a new customer, Prime Intellect, to provide services utilizing a total of 72 GB200 GPUs. The service order has an initial term of 6 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on March 7, 2026 and will generate a total revenue of up to $1.0 million. Additionally, in April 2026, we entered into a service order with this customer to provide services utilizing a total of 216 GB200 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation is scheduled to begin in July 2026 generating total revenues of up to $6.8 million.
New Business Developments
In May 2026, we entered into a five-year agreement to provide AI compute infrastructure for an investment-grade technology customer in the Paris region utilizing advanced NVIDIA GPU systems, with total contract value in excess of $160 million. Service under this agreement, which was previously expected to commence in July 2026, is now expected to commence in September 2026, subject to final equipment delivery and acceptance milestones. We have secured third-party data center capacity in France to support the deployment and have entered into a binding term sheet for project-level financing with respect to this deployment (the “France Project Financing”). We are currently in the process of negotiating definitive documentation for the France Project Financing; however, certain material terms remain subject to ongoing negotiation between the parties. While we expect to finalize the France Project Financing in the near term, no definitive agreements have been entered into as of the date of this Quarterly Report, and no assurance can be given that we will enter into such financing on the timeline currently anticipated, on the terms contemplated by the binding term sheet, on other terms satisfactory to us, or at all. If consummated, the France Project Financing is expected to be incurred at a project-level subsidiary and would not be guaranteed by WhiteFiber, Inc. The project is expected to be supported by customer prepayments, including 12 months of advance service fees, and project-level financing, with limited long-term reliance on our corporate balance sheet and existing cash resources.
Also in May 2026, we entered into a two-year cloud services agreement with Hyperbolic Labs, Inc., with Modal Labs as the end customer and reference partner, to deploy H200 GPUs from our existing owned fleet, with total contract value of approximately $17 million. Revenue under this agreement commenced in June 2026. No incremental GPU capital expenditures were required for this deployment.
In July 2026, we entered into a service order with a new customer to provide services utilizing a total of 128 B300 GPUs. The service order has an initial term of 36 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $16.0 million.
WYFI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 7,059 shares, about $212.6K). Net open-market shares: -7,059 (purchases minus sales); net value about -$212.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-03 | Shih Ichi |
Grant/award | 4,657 | — | — |
| 2026-08-01 | Zhu Justin |
Grant/award | 4,219 | — | — |
| 2026-07-24 | Tabar Samir |
Option exercise | 7,079 | — | — |
| 2026-07-24 | Huang Erke |
Option exercise | 7,079 | — | — |
| 2026-05-29 | Shih Ichi |
Open-market sale | 7,059 | $30.12 | $212.6K |
| 2026-05-07 | Sanfilippo Thomas |
Shares withheld for tax | 955 | $21.00 | $20.1K |
| 2026-04-28 | Krassakopoulos Billy |
Shares withheld for tax | 8,490 | — | — |
| 2026-03-31 | Tabar Samir |
Option exercise | 41,982 | — | — |
| 2026-03-31 | Huang Erke |
Option exercise | 41,982 | — | — |
| 2026-02-10 | Sanfilippo Thomas |
Shares withheld for tax | 1,500 | $19.31 | $29.0K |
Well-known investors holding WYFI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 409,655 | $15.9M | 0.01% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 296,294 | $11.5M | 0.01% | Reduced 39% |
| Two Sigma Investments | 2026-06-30 | 234,172 | $9.1M | 0.01% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 48,538 | $1.9M | 0.0% | New position |
| Renaissance Technologies | 2026-06-30 | 37,900 | $1.5M | 0.0% | New position |
| Polen Capital Management | 2026-06-30 | 26,281 | $1.0M | 0.01% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 27,000 | $321.6K | — | Sold out |