22. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of issuance of these unaudited condensed consolidated financial statements and determined that, except as disclosed below, there were no subsequent events requiring recognition or disclosure in the financial statements.

Additional Borrowing under Galaxy Loan Facility

Subsequent to September 30, 2026, the Company drew down an additional $70.0 million under its existing collateralized borrowing arrangement with Galaxy Digital LLC (“Galaxy”), pursuant to the Master Digital Currency Loan Agreement dated March 27, 2026. The additional borrowing is secured by the Company’s LsETH holdings and is subject to the terms and conditions of the existing loan agreement.

Additional Advance Under Delayed Draw Term Loan Facility

On October 27, 2026, WhiteFiber received an additional advance of $70.0 million under the Delayed Draw Term Loan Facility and Security Agreement, dated May 20, 2026, among Bit Digital Capital, Inc., Enovum NC-1 Venture, LLC and White Fiber Operating Partnership LP. The additional advance matures 116 days following the funding date, subject to extension by mutual agreement of the parties, provided that such extension does not extend beyond the facility availability period. The advance is governed by the terms and conditions of the existing agreement.

Real Estate Acquisition – Yadkinville, North Carolina

On August 16, 2026, WhiteFiber entered into a Real Estate Purchase and Sale Agreement with Unifi Manufacturing, Inc. (the “Yadkinville Agreement”) to acquire two properties consisting of land, buildings and related improvements and certain machinery and equipment located in Yadkinville, North Carolina. The total consideration is $60.0 million in cash, including a deposit in escrow of $2.25 million. The transaction closed on October 28, 2026.

The properties comprise approximately 120 acres of land and 500,000 square feet of existing warehouse space and are expected to provide a combined minimum of 60 MW of initial gross electrical power capacity, with the potential to support up to approximately 200 MW within seven years following closing, subject to confirmation and power availability. WhiteFiber intends to develop the properties into data center campuses.

In connection with the agreement, the seller may become entitled to additional contingent consideration of up to $8 million per parcel if specified additional power capacity of up to 69 MW is secured within four years following closing, and up to an additional $5 million per parcel if more than 100 MW of additional power capacity is secured within the same four-year period. The amounts payable decline over the earnout period based on when the additional capacity is secured and the amount of additional power capacity secured.

Following closing, the seller will continue to occupy portions of the properties under short-term occupancy arrangements and subsequently lease back a portion of one property for a five-year term.

NC-1 Project Financing

On November 9, 2026, WhiteFiber’s indirect wholly owned subsidiaries, Enovum NC-1 Midco, LLC (“Holdings”) and Enovum NC-1 Bidco, LLC (the “Borrower”), entered into a Term Loan Credit Agreement (the “NC-1 Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and a consortium of lenders party thereto, providing a $200.0 million initial term loan facility and a $100.0 million delayed-draw term loan facility for the NC-1 project. No loans had been funded as of the date of issuance of these financial statements. Initial funding is subject to satisfaction or waiver of conditions relating to readiness and customer acceptance of the first 40 megawatts of capacity at NC-1 and other customary conditions. Delayed draws are subject to final completion of the first 40-megawatt phase of NC-1, pro forma financial tests and other conditions.

Loans bear interest, at the Borrower’s election, at Term SOFR (subject to a 2.00% floor) plus 6.00% or the base rate (subject to a 3.00% floor) plus 5.00%, and mature five years after initial funding, with quarterly principal amortization. The facilities are guaranteed by Holdings and secured by substantially all of the assets of the Borrower, Holdings’ equity interests in the Borrower and indebtedness owed to Holdings subject to permitted liens, exclusions and other limitations in the loan documents. Initial funding also requires a mortgage on the NC-1 data center and an unsecured guarantee from White Fiber Operating Partnership LP of Phase 1 completion, including cost overruns, and specified project carry costs. The guarantor’s minimum net-worth and liquidity requirements remain subject to finalization before initial funding. The loans are not guaranteed by WhiteFiber, Inc. The NC-1 Credit Agreement includes financing fees, financial and other covenants, restrictions on distributions, mandatory prepayments, prepayment premiums and events of default, including specified project- and customer-related defaults.

Forward Looking Statements

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements and the related notes included elsewhere in this report. Except for the statements of historical fact, this report 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. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report) and any subsequently filed Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. 

The following discussion may contain forward-looking statements that reflect the Company’s plans, estimates and beliefs. 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 Securities and Exchange Commission and available on its website at http://www.sec.gov. If any material risk were 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 of 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 indicator 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 company does not assume a duty to update these forward-looking statements.