Sec Form 5 Filing - Sanfilippo Thomas @ WhiteFiber, Inc. - 2025-12-31

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sanfilippo Thomas 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 (Last) (First) (Middle) C/O WHITEFIBER, INC, 31 HUDSON YARDS, FLOOR 11, SUITE 30 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2025 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares, $.01 par value 10/31/2025 10/31/2025 M V 24,033 ( 1 ) A $ 29.85 ( 2 ) 17,644 D Ordinary Shares, $.01 par value 10/31/2025 10/31/2025 F V 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 4 ) ( 5 ) $ 0.01 10/31/2025 A V 76,977 ( 4 )( 5 ) 03/12/2035 Ordinary Shares, $.01 par value 76,977 $ 0 59,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanfilippo Thomas C/O WHITEFIBER, INC 31 HUDSON YARDS, FLOOR 11, SUITE 30 NEW YORK, NY10001 Chief Technology Officer Signatures /s/ Erke Huang, Attorney-in-Fact 02/06/2026 Signature of Reporting Person Date

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.

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).

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