WhiteFiber, Inc. (Nasdaq: WYFI) announced the pricing of $270.0 million in 5.00% Convertible Senior Notes due 2032, upsized from an initially announced $250.0 million, in a private placement to qualified institutional buyers under Rule 144A.

The notes will mature on September 1, 2032, and bear interest at 5.00% per year, payable semiannually beginning March 1, 2027. The initial conversion rate is 29.5530 ordinary shares per $1,000 principal amount, equivalent to a conversion price of approximately $33.84 per share, representing a 25.0% premium over the closing share price on August 18, 2026. WhiteFiber has also granted initial purchasers an option to buy up to an additional $40.0 million in notes within 13 days of issuance. The offering is expected to close August 21, 2026.

WhiteFiber estimates net proceeds of approximately $259.8 million, or approximately $298.5 million if the additional notes option is exercised in full. The company plans to use approximately $118.5 million to fund concurrent note exchange transactions and the remainder primarily for data center expansion, including property acquisition or leasing, construction, energy service agreements, GPU server purchases, potential acquisitions and partnerships, and general corporate purposes.

Concurrently, WhiteFiber entered into privately negotiated exchange transactions with certain holders of its existing 4.500% Convertible Senior Notes due 2031. Under these transactions, $198.15 million in aggregate principal of the existing notes will be exchanged for approximately $118.5 million in cash, including accrued interest, and approximately 6.3 million ordinary shares. The closing of the new notes offering is contingent on the satisfaction of conditions for substantially all of the note exchange transactions.

WhiteFiber noted that holders of existing notes who participate in the exchange may sell the ordinary shares they receive, which could affect the market price of the company's shares. The company acknowledged it cannot predict the magnitude of such market activity.