10-K: WhiteFiber Reports $24.7M Net Loss in 2025, Boosts AI Infrastructure

WhiteFiber, Inc. reported a net loss of $24.7 million for the fiscal year ended December 31, 2025, despite significant revenue growth in cloud and colocation services and substantial investments in AI infrastructure.

Summary

• WhiteFiber, Inc. reported a net loss of $24,682,538 for the fiscal year ended December 31, 2025, a significant decline from a net income of $1,369,842 in 2024.
• Total revenues increased by 66.2% to $79,164,252 in 2025 from $47,639,237 in 2024, driven by growth in both cloud and colocation services.
• Cloud services revenue grew by 50.4% to $68.8 million in 2025, primarily due to an increase in deployed GPU servers, though offset by a $2.0 million service credit.
• Colocation services revenue surged to $8.9 million in 2025 from $1.4 million in 2024, reflecting a full year of operations from the Enovum acquisition.
• Operating expenses more than doubled to $105,985,028 in 2025 from $47,010,852 in 2024, largely due to higher general and administrative expenses, including share-based compensation, and increased depreciation.
• General and administrative expenses increased to $52.5 million in 2025 from $10.3 million in 2024, primarily due to $14.0 million in share-based compensation, $6.9 million in salary and bonus, and $20.6 million in professional and consulting fees.
• The company completed its IPO on August 8, 2025, raising approximately $159.4 million, with an additional $23.9 million from the underwriters' over-allotment option.
• WhiteFiber acquired Enovum Data Centers Corp. on October 11, 2024, integrating it into its HPC Business segment in Canada.
• A major services agreement with Nscale Services US Inc. for the NC-1 facility is expected to generate approximately $865 million in total contracted revenue over a 10-year term, with billing for the 40 MW phase commencing in June 2026.
• The company issued $230.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2031 in January 2026, with net proceeds of approximately $102.5 million after deducting the cost of a zero-strike call option transaction.
• WhiteFiber Iceland ehf, a subsidiary, secured a term loan facility of up to $20 million with Landsbankinn hf in March 2026.
• The estimated useful lives for cloud service equipment were changed from three to five years effective January 1, 2025, reducing depreciation expense by $10.0 million and benefiting net loss by $7.9 million for 2025.
• Bit Digital, Inc. remains a significant shareholder, holding approximately 70.5% of WhiteFiber's issued and outstanding Ordinary Shares as of December 31, 2025.
• The company aims to achieve an estimated 76 MW (gross) of total data center capacity by the end of Q4 2026 and has a pipeline of potential data center projects representing approximately 1,500 MW (gross) under management review.
• WhiteFiber is expanding its cloud services offering with new data center leases in Atlanta, Georgia, USA, commencing in February 2026, and expects the facility to be operational in May 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed report with significant long-term potential but immediate financial challenges. While revenue growth and strategic investments in AI infrastructure are positive, the substantial net loss and decline in Adjusted EBITDA, coupled with customer concentration risks, indicate operational inefficiencies and execution hurdles that need to be addressed.

Positives

• Total revenues increased significantly by 66.2% year-over-year to $79.2 million in 2025, demonstrating strong business growth.
• Cloud services revenue grew by 50.4% to $68.8 million, indicating robust demand for GPU-based AI infrastructure.
• Colocation services revenue saw a substantial increase to $8.9 million in 2025, benefiting from the full-year impact of the Enovum acquisition.
• The company secured a significant 10-year services agreement with Nscale for the NC-1 facility, representing approximately $865 million in total contracted revenue, providing long-term revenue visibility.
• Successful completion of an IPO in August 2025, raising approximately $183.3 million in gross proceeds, enhancing capital resources.
• Issuance of $230.0 million in 4.500% Convertible Senior Notes due 2031 in January 2026, providing substantial capital for data center expansion and strategic initiatives.
• Secured a $20 million secured term loan facility for WhiteFiber Iceland ehf in March 2026, further bolstering project financing capabilities.
• Strategic acquisition of Enovum Data Centers Corp. in October 2024, expanding HPC data center portfolio and management expertise.
• Aggressive development pipeline targeting 76 MW (gross) of total data center capacity by end of 2026 and 1,500 MW (gross) under review, indicating strong growth ambitions.
• Retrofit strategy for data centers is expected to reduce average build time to approximately six months, significantly faster than the industry average for greenfield projects.
• Management estimates average build-out cost per MW (gross) at $8-$10 million, compared to an industry average of $13 million, suggesting cost efficiency.
• Partnerships with leading technology providers like NVIDIA, Super Micro, Dell, Hewlett Packard Enterprise, and Quanta Computing ensure access to cutting-edge hardware.
• Commitment to sustainability with facilities in Quebec and Iceland benefiting from 100% renewable hydroelectric power.
• Deployment of NVIDIA GB200 NVL72 GPU servers, positioning the company at the forefront of AI infrastructure offerings.
• The MTL-3 facility became operational and commenced billing Cerebras as of November 1, 2025, generating CAD 1.4 million (approx. $979k USD) monthly revenue.

Negatives

• Reported a net loss of $24,682,538 in 2025, a significant reversal from a net income of $1,369,842 in 2024.
• Operating expenses increased substantially by $59.0 million, or 125.4%, in 2025, outpacing revenue growth.
• General and administrative expenses surged by $42.2 million, or 410.6%, in 2025, largely due to increased share-based compensation and professional fees.
• Significant customer concentration, with the 'Initial Customer' accounting for 70.7% of revenue in 2025 and 96.6% in 2024, posing a high risk if this customer reduces or discontinues services.
• Ongoing discussions with the 'Initial Customer' regarding a potential resolution of existing service agreements following an agreed pause of services, with no definitive agreement reached.
• Termination of MSA and related purchase orders with DNA Fund in November 2025, resulting in approximately $7.3 million in outstanding accounts receivable, of which only $2.1 million has been collected as of the report date.
• Several cloud service agreements were terminated early by customers in 2025 due to changes in ownership or cessation of operations, indicating potential customer churn or market volatility.
• The MTL-2 data center build has been put on hold, prioritizing other projects, which may delay expected capacity expansion.
• The company has a limited history of operating as an independent public company, introducing uncertainties regarding future performance and profitability.
• The company operates in a capital-intensive industry and will require substantial additional capital to fund growth, with no assurance of obtaining it on favorable terms.
• The company maintains cash deposits in excess of federally insured limits, exposing it to risks from bank failures or financial distress.
• The Notes are effectively subordinated to any secured debt and structurally subordinated to liabilities of subsidiaries, increasing risk for noteholders.
• The company does not have business interruption or disruption insurance coverage, exposing it to substantial costs and resource diversion in case of unforeseen events.
• The company is subject to various actual and potential conflicts of interest due to shared management and directors with its parent company, Bit Digital, Inc.
• The company does not expect to pay or declare dividends on its Ordinary Shares, limiting direct returns for shareholders.

Risks

• Ability to integrate operations of Enovum and any hereafter acquired companies into the HPC Business segment.
• Ability to purchase GPUs on a timely basis to service cloud service customers.
• Supply chain disruptions, which may have a material adverse effect on performance.
• Failure to effectively manage growth, strategic investments, combinations, joint-ventures, acquisitions or alliances, which could disrupt the business.
• Loss of any member of the executive management team.
• Capital markets and interest rate risks, including inability to access capital at competitive rates.
• Significant customer concentration, leading to material adverse effects if key customers are lost or reduce usage.
• Failure to innovate and provide cloud services to customers and partners.
• Substantial decrease in the demand for data centers.
• Volatility in the supply and price of power in the open markets.
• Limited history of operating as an independent public company.
• Export restitution and tariffs, particularly with Canada concerning supplies and operations.
• Issues in the development and use of AI, including ethical concerns, regulatory scrutiny, and potential misuse.
• Regulations that target AI, and governmental regulations, including those related to data privacy, data protection and information security.
• Potential for future litigation, claims or investigations.
• Lack of business interruption or disruption insurance coverage.
• Cyclical nature of large infrastructure projects, subject to economic cycles and technology refresh cycles.
• Inability of contract counterparts to meet their contractual obligations.
• Inability to effectively integrate the operations and internal controls of acquired companies.
• Vulnerability to physical security breaches.
• Dependence on joint ventures and other local partners, which could adversely affect profits.
• Risk of a customer obtaining exclusive rights to open-source technologies used across the business, jeopardizing operating efficiencies.
• Inability to obtain, develop and retain key personnel and skilled labor forces.
• Inability to maintain corporate culture as the company grows.
• Cloud service technology and infrastructure may not operate properly or as expected, leading to fines or penalties.
• Intense competition in the cloud services and data center industries.
• Long and unpredictable sales cycles for cloud infrastructure capacity purchases.
• Failure to maintain high-quality customer support and cloud operations services.
• Uncertainty in the broader adoption, use, and commercialization of AI technology and rapid pace of developments in the AI field.
• Concerns relating to the responsible use of AI by customers, potentially leading to reputational harm or legal liability.
• Early stage of business development with limited sources of revenue and uncertainty of future profitability.
• Inability to access sufficient additional capital equity and debt financing needed to grow the business.
• Dependence on third-party suppliers for power, vulnerable to service failures and price increases.
• Extended delivery schedules for hardware from purchase orders with manufacturers.
• Curtailment or disruption in energy supply in Iceland, Canada, or the U.S. due to government policies or natural events.
• Dependence on third parties for network connectivity to data centers, with potential for delays or disruptions.
• Failure of physical or information technology or operational technology infrastructure or services.
• Ineffective management of relationships with third-party service providers.
• Delays or unexpected costs in the development of new properties acquired for development.
• Ongoing investment in retrofitting data centers involves inherently risky infrastructure and technologies.
• Failure to accurately predict facilities and data centers requirements.
• Natural disasters or other external events, including climate change or mechanical failures.
• Challenges in retaining staff and increased compensation costs in remote data center areas.
• Adverse impact of climate change on data centers.
• Constraints on leasing additional space due to insufficient electrical power.
• Changes in tariffs or import restrictions, particularly between the U.S., Canada, and Mexico.
• Uncertainty in the global economy and instability within international relations.
• Scrutiny and changing expectations from stakeholders with respect to ESG practices.
• Various actual and potential conflicts of interest with Bit Digital, Inc. due to shared management and directors.
• Reliance on outside advisors who may not be available on reasonable terms.
• Application of complex financial accounting rules and limited guidance from accounting standard-setting bodies.
• Potential for better terms from unaffiliated third parties than those received in agreements with Bit Digital.
• Limited history of operating as an independent, public company, with historical financial information not necessarily representative of future results.
• Failure of WhiteFiber or Bit Digital to perform under the Transition Services Agreement.
• Inability to resolve favorably any disputes that arise between WhiteFiber and Bit Digital.
• Not enjoying the same benefits as a subsidiary of Bit Digital as an independent public company.
• Temporary interruptions in business operations and additional costs during IT infrastructure development and data transition.
• Regulatory restrictions targeting AI, including export restrictions.
• Complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision-making.
• Increasing legal and regulatory requirements, including environmental, social, and governance laws.
• Extensive environmental, health and safety laws and regulations.
• Failure to comply with anti-corruption and anti-money laundering laws.
• Adverse effects from future changes in the European Union's regulations related to AI.
• Significant costs and demands upon management and accounting/finance resources due to public company compliance.
• Tax risks related to multinational operations, including transfer pricing challenges.
• Potential for becoming a passive foreign investment company (PFIC) for U.S. federal income tax purposes.
• Future changes to tax laws could materially and adversely affect the company.
• Not being a Real Estate Investment Trust (REIT), meaning investors will not receive associated tax or income benefits.
• Use of certain open-source technology may lead to claims or demands for public release of proprietary software.
• Impact of advancements in AI on demand for HPCs and AI-specific data center infrastructure, potentially reducing need for services.
• Reliance upon licenses of third-party intellectual property rights and inability to protect software code.
• Internal systems rely on highly technical software, which if containing undetected errors, could adversely affect the business.
• No patents protecting intellectual property, making it difficult to prevent unauthorized use.
• Exposure to intellectual property infringement claims.
• Issues in the development and use of AI may result in reputational or competitive harm or liability.
• Trading price of Ordinary Shares may fluctuate significantly due to various factors.
• Controlled company status under Nasdaq Listing Rules, potentially leading to reliance on exemptions from corporate governance rules.
• Foreign private issuer status under Nasdaq Listing Rules, potentially leading to reliance on exemptions from corporate governance rules.
• Share structure allows directors, with Bit Digital's consent, to issue preference shares that could be dilutive.
• Bit Digital has significant voting power to control corporate actions, potentially conflicting with other shareholders' interests.
• Inability to comply with Nasdaq Capital Market continued listing requirements.
• Ordinary Shares may be thinly traded, affecting liquidity.
• Difficulties in protecting shareholder interests due to Cayman Islands law differences compared to U.S. law.
• Difficulties in effecting service of legal process and enforcing judgments against the company and management outside the U.S.
• Lack of research coverage by securities or industry analysts could negatively impact share price and trading volume.
• Future dilution of ownership percentage due to equity awards or capital market transactions.
• No expectation to pay or declare dividends on Ordinary Shares.
• Notes are effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities.
• Servicing debt requires significant cash, and future cash flow may be insufficient.
• Regulatory actions, changes in market conditions, and other events may adversely affect trading price and liquidity of the Notes.
• Increase in market interest rates could decrease the value of the Notes.
• Ability to incur substantially more debt or take other actions intensifying risks.
• May not have ability to raise funds necessary to settle conversions or repurchase Notes.
• Redemption of Notes may adversely affect return on Notes.
• Conversion of Notes may dilute ownership interest or depress share price.
• Accounting method for Notes may adversely affect reported earnings and financial condition.
• Holders of Notes will not be entitled to rights of Ordinary Shares prior to conversion.
• Upon conversion, holders may receive less valuable consideration than expected.
• Notes are not protected by restrictive covenants.
• Adjustment to conversion rate for make-whole fundamental change or redemption may not adequately compensate.
• Some significant restructuring transactions may not constitute a fundamental change.
• Certain provisions in the Indenture governing the Notes may delay or prevent a takeover attempt.
• Notes and issuable Ordinary Shares are not registered, limiting resale ability.
• No assurance of an active or liquid trading market for the Notes.
• Adverse rating of Notes may cause trading price to fall.
• Holders must rely on DTC's procedures for communications and rights/remdies.
• Zero-strike call option transaction may affect value of Notes/Ordinary Shares and result in market activity.
• Subject to counterparty risk with respect to the zero-strike call option transaction.

Future Outlook

WhiteFiber aims to rapidly scale its HPC data center platform across North America, targeting 76 MW (gross) of total capacity by the end of 2026 and leveraging a 1,500 MW pipeline. The company plans to focus on next-generation data center designs with high-density racks and direct-to-chip liquid cooling to support AI/ML workloads. It intends to deploy natural gas fuel cell generation technology to increase available power and revenue potential at certain sites. Expansion of cloud services will involve continued investment in R&D and strategic partnerships to offer differentiated, high-performance AI solutions. The company expects to generate significant revenues from cloud services, but acknowledges dependence on third-party providers and market volatility. Future capital requirements will depend on revenue growth, product development, and sales/marketing efforts, with additional financing potentially required.

Management Comments

• "We believe we are a leading provider of artificial intelligence (AI) infrastructure solutions."
• "Our integrated approach aligns specialized data center operations with GPU-focused cloud services, addressing the unique requirements of AI and ML workloads."
• "By operating our data centers, we are able to provide the power to support our cloud services and we believe we can better meet the needs of AI and ML workloads and reduce the complexity associated with procuring power and connectivity from external vendors."
• "We are aggressively pursuing our development pipeline and intend to achieve an estimated 76 MW (gross) of total data center capacity by the end of the fourth quarter of 2026."
• "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."
• "Based on Managements knowledge of the industry, we are proud to be among the first service providers to offer H200, B200, and GB200 servers."
• "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."
• "Based on managements prior experience, we believe our WhiteFiber data center team are experts at sourcing attractive new development opportunities."
• "Management estimates that our average build-out cost per MW (gross) is approximately $8 to $10 million, as compared to an industry average of approximately $13 million per MW (gross)."
• "We believe that our access to these varied alternatives will provide us the ability to optimize our cost of capital."
• "We believe that our cash on hand and anticipated cash from operations, together with the net proceeds from our IPO as well as the Notes, will be sufficient to finance our operations for at least the next twelve months from the date of this report."

Industry Context

StockSavvy.ai notes that WhiteFiber operates in the rapidly expanding AI infrastructure and data center markets, which are experiencing a surge in demand driven by the proliferation of AI models and machine learning applications. The company's focus on high-performance computing (HPC) data centers and GPU-focused cloud services aligns with industry trends towards higher power density and advanced cooling solutions. The projected growth of the global data center market to $622.4 billion by 2030 and the cloud AI infrastructure market to $363.4 billion by 2030 underscores the significant opportunity. WhiteFiber's strategy of retrofitting existing industrial buildings for data centers offers a time-to-market advantage over traditional greenfield projects, a key differentiator in a competitive landscape. However, the industry also faces challenges such as supply chain disruptions, intense competition from larger, more established players like Digital Realty and Equinix, and evolving regulatory scrutiny around AI and data privacy.

Comparison to Industry Standards

• WhiteFiber's average build time for retrofits is approximately six months from commencement of construction, which management believes is approximately one-third to one-half of the industry average development timeline for greenfield projects, offering a significant time-to-market advantage.
• Management estimates WhiteFiber's average build-out cost per MW (gross) is approximately $8 to $10 million, compared to an industry average of approximately $13 million per MW (gross), suggesting a cost advantage.
• The company's Tier-3 data centers meet a high standard, including N+1 redundancy, concurrent maintainability, and 99.982% uptime, comparable to leading industry benchmarks for reliability.
• WhiteFiber's offering of H200, B200, and GB200 servers positions it among the first service providers to offer these advanced NVIDIA GPUs, indicating a competitive edge in cutting-edge AI hardware compared to general cloud providers.
• The company's facilities in Quebec and Iceland benefit from 100% renewable energy, aligning with and potentially exceeding sustainability efforts of many industry peers who may rely on less green energy sources.
• Compared to traditional data centers typically hosting 10kW racks, WhiteFiber only designs and develops HPC data centers supporting newer 100kW racks, giving it a competitive advantage over operators of traditional data center capacity in meeting AI/ML demands.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not presently a party to any litigation the outcome of which, if determined adversely, would individually or taken together have a material adverse effect on its business, results of operations, cash flows or financial condition.

Related Party Transactions

• Daniel Jonsson, part-time CEO of WhiteFiber Iceland ehf, is also part of the management team at GreenBlocks ehf, which has a facility loan agreement with Bit Digital USA Inc., an affiliate of WhiteFiber Iceland ehf. WhiteFiber Iceland ehf also contracted GreenBlocks ehf for consulting services.
• Bit Digital made a $1 million payment on behalf of WhiteFiber Iceland ehf for a SAFE agreement with Canopy Wave Inc., which was settled by WhiteFiber by the end of Q3 2024.
• WhiteFiber entered into a Contribution Agreement with Bit Digital on July 30, 2025, where Bit Digital contributed its HPC business (WhiteFiber AI, Inc. and its subsidiaries) in exchange for 27,043,749 ordinary shares of WhiteFiber. Bit Digital holds approximately 70.5% of WhiteFiber's shares.
• A Transition Services Agreement (TSA) was entered into with Bit Digital on July 30, 2025, for Bit Digital to provide certain services to WhiteFiber for up to 24 months post-IPO, including services from Sam Tabar (CEO) and Erke Huang (CFO/Director) who hold dual roles. WhiteFiber pays Bit Digital a monthly fee for Executive Support (approx. $25,800 for Mr. Tabar, $29,000 for Mr. Huang).
• Bit Digital previously guaranteed WhiteFiber Iceland ehf's payment obligations under a colocation agreement, which WhiteFiber assumed on September 25, 2025, making Bit Digital no longer a guarantor.
• Prior to the IPO, WhiteFiber's financial statements included allocations of Bit Digital's general corporate expenses for support functions (e.g., finance, tax, investor relations, marketing), totaling $4.9 million in 2025 and $5.7 million in 2024.
• A Professional Services Agreement (PSA) was entered into in August 2025 with Pruitt Hall, a member of WhiteFiber's Board of Directors, for consulting services related to the NC-1 facility construction. For 2025, $14,000 of consulting expenses were incurred, with $14,000 outstanding as of December 31, 2025 (subsequently paid).

Stakeholder Impact

• **Shareholders:** Experienced dilution from the IPO and potential future equity raises. The net loss and decline in Adjusted EBITDA may negatively impact shareholder value in the short term. The concentration of voting power with Bit Digital (70.5%) means Bit Digital can control significant corporate actions, potentially conflicting with other shareholders' interests. No dividends are expected.
• **Employees:** The company employed 83 full-time employees as of December 31, 2025. A long-term performance incentive program (2025 Omnibus Equity Incentive Plan) was implemented, granting service-based and performance-based restricted stock awards, aligning employee interests with company objectives. However, competition for skilled personnel is high, potentially increasing labor costs.
• **Customers:** The company provides high-performance computing and colocation services, supporting AI/ML workloads. Significant customer concentration (e.g., Initial Customer, DNA Fund) poses a risk if these relationships deteriorate. Early termination of some cloud service agreements indicates potential churn. The Nscale agreement provides long-term revenue visibility for colocation customers. The company's focus on Tier-3 data centers and advanced GPUs aims to meet high customer demands.
• **Suppliers:** Relies on a limited number of key suppliers (NVIDIA, Super Micro, Dell, HPE, Quanta Computing) for GPUs and infrastructure. Supply chain disruptions or inability of suppliers to perform could significantly delay development and operations. Long-term contracts and advanced purchasing strategies are in place to mitigate these risks.
• **Creditors:** The issuance of $230 million in Convertible Senior Notes and a $20 million secured term loan facility increases the company's debt obligations. The Notes are effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities, impacting their payment priority. Financial covenants in the RBC Credit Facility and Landsbankinn hf Facility impose restrictions.

Next Steps

• Complete the first 27 gross MW of service at NC-1 in April 2026, with another 27 gross MW in May 2026.
• Commence billing for the 40 MW phase of the Nscale agreement at NC-1 in June 2026.
• Complete the purchase of the MTL-3 facility during the second quarter of 2026.
• Increase revenue from existing sites by securing additional allocations of utility power.
• Deploy natural gas fuel cell generation technology at certain new and existing sites to increase available power and revenue potential.
• Rapidly develop additional sites from the expansion pipeline to secure a strategic presence across North America.
• Continuously analyze emerging trends to develop future-proof data center designs that accommodate increasing densities.
• Leverage in-house software and strategic relationships to grow revenue from existing and new customers in cloud services.
• Monitor developments related to the implementation of global minimum tax (Pillar Two) rules.
• Continue to evaluate and potentially consummate strategic investments, combinations, joint-ventures, acquisitions or alliances.

Key Dates

Recommendation

WhiteFiber presents a compelling long-term growth story in the high-demand AI infrastructure and data center markets, evidenced by strong revenue growth in 2025 and significant contracted revenue from the Nscale agreement. The company's strategic focus on HPC, advanced GPU offerings, and efficient retrofit development positions it well for future expansion. However, the substantial net loss, decline in Adjusted EBITDA, and significant increase in operating expenses in 2025 raise concerns about profitability and operational efficiency. High customer concentration and recent customer churn events introduce considerable risk. While recent capital raises provide liquidity for growth, the company's limited operating history as an independent public entity and the inherent risks of a capital-intensive, rapidly evolving industry warrant caution. A 'Hold' recommendation is appropriate as investors should monitor the company's ability to translate its growth initiatives into sustainable profitability, diversify its customer base, and effectively manage its escalating operating costs and debt obligations.

Keywords

AI Infrastructure, High-Performance Computing, Data Centers, Cloud Services, GPU, Colocation, SEC Filing, Annual Report, Financial Results, Capital Raise, Risk Factors, Nasdaq, Enovum, NVIDIA, Convertible Notes, Corporate Governance, Sustainability, Technology Partnerships, Market Trends