SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sanfilippo Thomas

(Last)

(First)

(Middle)

C/O WHITEFIBER, INC

31 HUDSON YARDS, FLOOR 11, SUITE 30

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WhiteFiber, Inc. [ WYFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, $.01 par value	10/31/2025	10/31/2025	M	24,033⁽¹⁾	A	$29.85⁽²⁾	17,644	D
Ordinary Shares, $.01 par value	10/31/2025	10/31/2025	F	8,226⁽³⁾	D	$29.46⁽²⁾	11,813	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽⁴⁾⁽⁵⁾	$0.01	10/31/2025		A	76,977		⁽⁴⁾⁽⁵⁾	03/12/2035	Ordinary Shares, $.01 par value	76,977	$0	59,333	D

Explanation of Responses:

1. Represents Ordinary Shares issued on October 31, 2025, under WhiteFiber, Inc.'s 2025 Omnibus Equity Incentive Plan (the "Plan"), due to vesting of the Restricted Stock Units ("RSUs") granted under the Plan on September 11, 2025 and not previously reported on Form 4. The RSUs were issued in exchange for Bit Digital, Inc. RSUs previously granted to Mr. Sanfilippo by Bit Digital, Inc. prior to the IPO of WhiteFiber, Inc. Includes 6,389 Ordinary Shares issued on January 13, 2026, as a result of an administrative error related to the October 31, 2025 issuance.

2. Each RSU represents the right to receive, at settlement, one Ordinary Share. This transaction represents the settlement of RSUs in Ordinary Shares on their scheduled vesting date and the average closing price was determined on the dates thereof in accordance with applicable terms of the RSU.

3. Represents Ordinary Shares sold to pay tax liability upon the vesting of the RSUs awarded under the Company's 2025 Omnibus Equity Incentive Plan (the "Plan") pursuant to Rule 16b-3. This does not represent a discretionary transaction by a reporting person.

4. This award was granted on September 11, 2025, and first vested on October 31, 2025.

5. These RSUs shall vest in equal quarterly installments ending on October 31, 2028.

	/s/ Erke Huang, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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