Form 8-K

8-K — WhiteFiber, Inc.

Accession: 0001213900-26-060135

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0002042022

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0291876-8k_white.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 21, 2026 (ea029187601ex99-1.htm)

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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): May

21, 2026

WHITEFIBER, INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-42780

61-2222606

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

31 Hudson Yards, Floor 11, Suite 30

New York, NY 10001

(646) 801-0779

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since

last report)

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 7.01. Regulation FD Disclosure.

On May 21, 2026, WhiteFiber, Inc. (the “Company”)

issued a press release announcing that it had entered into a five-year agreement to provide AI compute infrastructure for an investment-grade

technology customer, located in the Paris region, using advanced NVIDIA GPU systems. The total contract value is in excess of $160 million

over the five-year term of the agreement, and service is expected to commence in July 2026, subject to final equipment delivery and acceptance

milestones. Further, the Company announced that it has secured third-party data center capacity in France to support the deployment, and

has entered into a binding term sheet for project-level financing, which is expected to close in June 2026. 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 the Company’s corporate balance sheet and existing cash resources.

A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 of

this Current Report on Form 8-K (this “Current Report”) and in Exhibit 99.1 hereto, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report, including the exhibit hereto,

may contain forward-looking statements within the meaning of applicable securities laws. Such statements include, but are not limited

to, statements about the Company’s ability to capture demand in the market, prospective customer demand, the Company’s pipeline,

the Company’s ability to obtain financing on favorable terms, the expected closing of the project-level financing arrangement, the

Company’s expected contracted revenue, the anticipated timing and deployment of the information technology load, the Company’s

position and ability to support AI infrastructure demand, the Company’s ability to capture the next phase of growth in AI infrastructure,

and the Company’s ability to formalize contracts with its 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 the Company’s control. Actual results and the timing of events may differ

materially from the results anticipated in these forward-looking statements. The Company 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 the Company’s control. All information set forth herein speaks

only as of the date hereof, 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 communication.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 21, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: May 21, 2026

By:

/s/ Sam Tabar

Name:

Sam Tabar

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 21, 2026

EX-99.1

Filename: ea029187601ex99-1.htm · Sequence: 2

Exhibit 99.1

WhiteFiber Signs AI Compute Agreement with

Total Contract Value in Excess of $160 Million with Investment-Grade Technology Customer

New York, May 21, 2026 /PRNewswire/–

WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a leading provider of AI infrastructure and high-performance

computing solutions, today announced that it has entered into a five-year agreement to provide AI compute infrastructure for an investment-grade

technology customer. The deployment will be located in the Paris region and will utilize advanced NVIDIA GPU systems.

The agreement represents total contract value

in excess of $160 million over the five-year term and is expected to commence service in July 2026, subject to final equipment delivery

and acceptance milestones.

In connection with the deployment, WhiteFiber

has entered into a binding term sheet for project-level financing, which is expected to close in June 2026. 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 WhiteFiber’s corporate balance sheet and existing cash resources.

“We continue to see strong demand for AI

compute infrastructure from enterprise customers globally,” said Sam Tabar, Chief Executive Officer of WhiteFiber. “This agreement

reflects our ability to originate large-scale AI compute deployments with long-duration, investment-grade customer commitments and capital-efficient

financing structures. It also expands our cloud footprint into Europe and reinforces that demand for high-performance AI infrastructure

is global.”

WhiteFiber has secured third-party data center

capacity in France to support the deployment.

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, our pipeline, our ability to obtain financing on favorable terms, the expected

closing of the project-level financing arrangement, our expected contracted revenue, the anticipated timing and deployment of the information

technology load, our position and ability to support AI infrastructure demand, our ability to capture the next phase of growth in AI infrastructure,

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. The Company 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.

Investor Contact

WhiteFiber

IR@whitefiber.com

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