WULF 10-K & 10-Q changes, risk factors and insider trading
Terawulf Inc. · Nasdaq · Finance Services · CIK 1083301 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Delays in lease commencement, limitations in customer backstop arrangements and the potential insufficiency of completion guarantees could adversely affect our financial condition and results of operations.”
New heading “Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.”
New heading “Since the development, construction and operation of the Abernathy HPC Campus is subject to the terms of a joint venture agreement, TeraWulf may have less control over strategic decisions.”
New heading “We may be unable to access sufficient additional capital for future strategic growth initiatives, and any such capital raises may be dilutive or subject to restrictive terms.”
New heading “The issuance, conversion, or exercise of convertible notes and other convertible securities and warrants will dilute our stockholders' ownership.”
Removed heading “If we fail to increase our hash rate, we may be unable to compete, and our results of operations could suffer.”
Removed heading “We expect the cost of acquiring new miners and other digital infrastructure equipment to continue to be affected by ongoing challenges to the global supply chain.”
Removed heading “We may be unable to access sufficient additional capital for future strategic growth initiatives.”
Removed heading “Expansion of our Lake Mariner Facility potentially exposes us to additional risks.”
Removed heading “Economic and geopolitical events and macroeconomic conditions may create increased uncertainty and price changes.”
Removed heading “We have financed our strategic growth primarily by issuing new shares of our common stock in public offerings, which dilutes the ownership interests of our current stockholders, and which may adversely affect the market price of our securities.”
Removed heading “The lack of regulation of digital asset exchanges which bitcoin, and other cryptocurrencies, are traded on may expose us to the effects of negative publicity resulting from fraudulent actors in the cryptocurrency space and can adversely affect an investment in the Company.”
Removed heading “Transaction fees may decrease demand for bitcoin and prevent expansion.”
Removed heading “Bitcoin faces significant scaling obstacles that can lead to high fees or slow transaction settlement times.”
Removed heading “Risks Related to Our Operations”
Removed heading “To remain competitive in our industry, we seek to grow our hash rate to match the growing network hash rate and increasing network difficulty of the bitcoin blockchain, and if we are unable to grow our hash rate at pace with the global network hash rate, our chance of earning bitcoin from our mining operations would decline.”
Removed heading “Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.”
Largest changes
“We have raised capital to finance the strategic growth of our business through public offerings of our common stock, and we expect to raise additional capital through similar public offerings to finance the completion of current and future expansion initiatives. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely impact our existing operations. …”see in full comparison
“We currently only operate in the United States, and do not currently have any plans to expand our operations beyond the United States. As bitcoin has grown in popularity and in market size, the U.S. regulatory regime, namely the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the SEC, the CFTC, FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market. …”see in full comparison
“We currently only operate in the United States, and do not currently have any plans to expand our operations beyond the United States. As bitcoin has grown in popularity and in market size, the U.S. regulatory regime, namely the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the SEC, the CFTC, FinCEN and the Federal Bureau of Investigation have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market. …”see in full comparison
“We are subject to price volatility and uncertainty due to geopolitical crises and economic downturns. Such geopolitical crises and global economic downturns may be a result of invasion, or possible invasion by one nation of another, global outbreaks of various epidemics or disease, the implementation of new tariffs and more restrictive trade regulations, leading to increased inflation and supply chain volatility. Such crises will likely continue to have an effect on our ability to do business in a cost-effective manner. …”see in full comparison
“While we believe that the Custodial Agreement provides our business with reasonable protections for our business’s operations and the safe storage of our digital assets, we make no assurances that storing our digital assets with NYDIG is free from risk, given the various risks enumerated above. To the best of our knowledge, NYDIG safely stores our digital assets in segregated accounts as represented in the Custodial Agreement; however, if NYDIG were to be in breach of the Custodial Agreement, our digital assets could be compromised. …”see in full comparison
“The digital asset exchanges on which bitcoin is traded are relatively new and largely unregulated. Many digital asset exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices, or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, such digital asset exchanges, including prominent exchanges handling a significant portion of the volume of digital asset trading. …”see in full comparison
Full comparison: every changed paragraph (75)
Risks Related to Our HPC and Data Center Business
We believe the potential for HPC hosting complements our current business model with expected stable, long-term and high margin revenue. We also believe that using our existing infrastructure for HPC customers provides more consistent dollar-based revenue and substantially less risk than our traditional bitcoin mining customers or our bitcoin self-mining operations. However, the success of our HPC hosting services may not develop as anticipated, and may be affected by factors such as the reliability and timing of power supply, supply chain disruption (including local labor availability), the implementation of new tariffs and more restrictive trade regulations and changes in in-house specialized expertise to manage the business. A failure to successsuccessfully implement our HPC business strategy may adversely affect our business, prospects, or operations.
If we fail to increase our hash rate, we may be unable to compete, and our results of operations could suffer.
Generally, a bitcoin miner’s chance of solving a block on the bitcoin blockchain and earning a bitcoin reward is a function of the miner’s hash rate (i.e., the amount of computing power devoted to supporting the bitcoin blockchain), relative to the global network hash rate. As greater adoption of bitcoin occurs, we expect the demand for bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.
We plan to increase our hash rate by acquiring newer, more effective and energy-efficient miners. These new miners are highly specialized servers that are very difficult to produce at scale. As a result, there are limited producers capable of producing large numbers of sufficiently effective miners, and, as demand for new miners has increased in response to increased bitcoin prices, we have observed the price of these new miners has increased. If we are unable to acquire enough new miners or access sufficient capital to fund our acquisitions, the results of our operations and financial condition could be adversely affected, as could investments in our securities.
We expect the cost of acquiring new miners and other digital infrastructure equipment to continue to be affected by ongoing challenges to the global supply chain.
Similarly, ongoing challenges to the global supply chain, coupled with increased demand for computer chips and semiconductors and resulting shortages, have resulted in production cost increases affecting the miners we employ in our bitcoin mining operations and other digital infrastructure equipment for our data centers, and their manufacturers have passed on increased production costs to purchasers like us. Therefore, we expect to continue to incur higher than usual costs to obtain and deploy new miners and other digital infrastructure equipment, which could adversely affect our financial condition and results of operations.
WeIf maywe notare be ableunable to timely complete our data center campuses and future strategic growth initiatives in a timely manner or within our anticipated cost estimates, ifour atbusiness all.and results of operations could be adversely affected.
Our business depends upon the completion and build-out of our HPC and AI-focused data center campuses (including the Lake Mariner Data Campus and the Abernathy HPC Campus) and other future strategic growth initiatives. Until we complete construction of the facilities required by our customer leases and hosting agreements, we will not realize the full amount of projected revenue from those leases. While our present expansion projects are proceeding on track with our expectations, we cannot guarantee we will complete these expansions (or any future strategic growth initiatives) on time or within our anticipated cost estimates, if at all, due in part to the ongoing challenges to the global supply chain, the implementation of new tariffs and more restrictive trade policies, increased inflationinflation, and changing conditions within the United States labor market. If we are unable to complete our planned expansions on schedule and within our anticipated cost estimates, our deployment of newly purchased miners may be delayed, which could affect our competitiveness and our results of operation, which could have a material adverse effect on our financial condition and the market price for our securities.
We may be unable to access sufficient additional capital for future strategic growth initiatives.
The expansion of our miner fleet, our existing mining facilities and our digital infrastructure to support HPC hosting and colocation are capital-intensive projects, and we anticipate that future strategic growth initiatives will likewise continue to be capital-intensive. We expect to raise additional capital to fund these and other future strategic growth initiatives; however, we may be unable to do so in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all. If we are unable to raise the additional capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of our operations and financial condition may suffer, and the market price for our securities may be materially and adversely affected.
Expansion of our Lake Mariner Facility potentially exposes us to additional risks.
ExpansionThe expansion and build-out of our existingdata miningcenter facilitiescampuses and digital infrastructure to support HPC hosting and colocation potentially exposesexpose us to additionalsignificant construction risks, including risks related to, among other sources:to construction delays; lack of availability of parts and/or labor,labor; increased prices as a result, in part, of inflation, and delays for data center equipment; labor disputes and work stoppages, including interruptions in work due to pandemics, epidemics, and other health risksstoppages; unanticipated environmental issues and geological problems; delays related to permitting and approvals to commence operations from public agencies and utility companies; and delays in site readiness leading to our failure to meet commitmentscommitments. made in connection with such expansion. All construction-relatedConstruction-related projects depend on the skill, experience, and attentivenessperformance of ourdesigners, personnelcontractors, throughout the designsubcontractors and constructionkey process.suppliers. Should aany designer,such general contractor, significant subcontractor or key supplierparty experience financial difficulties or other problems during the design or construction process,problems, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.
Delays in lease commencement, limitations in customer backstop arrangements and the potential insufficiency of completion guarantees could adversely affect our financial condition and results of operations.
Under certain circumstances, lessees may have the right to terminate applicable leases if there are significant delays in construction, subject to extension for force majeure events. We and certain affiliated entities have agreed to provide subsidiaries with funds necessary to achieve target commencement dates under applicable customer leases; however, these completion guarantees may not be sufficient. If we are unable to complete projects within anticipated cost estimates, we may not have sufficient funds to provide necessary support. The failure to complete projects in a timely manner could have a material adverse effect on our financial condition and results of operations.
Customer backstop arrangements of obligations under certain leases (for example, Google’s Backstop of Fluidstack’s obligations under the applicable Fluidstack Leases) are only effective following the commencement of the relevant lease. If one or more leases do not commence as of their respective targeted commencement dates, then the corresponding backstop may not become effective until completion of the applicable project. If completion of a data center campus is delayed beyond specified thresholds, the customer may have the right to terminate the applicable lease. Such termination event would not trigger the backstop. In addition, backstop arrangements are only triggered upon a payment or insolvency event of default under the applicable lease. There are other events of default or termination events that may result in the termination of a lease without triggering the applicable backstop. In addition, if we have a disagreement about whether a backstop has been triggered, there can be no assurance that such backstop will be honored in a timely manner or at all.
If we are unable to overcome these risks and additional pressures to complete our expansion and construction projects in a timely manner, if at all, we may not realize their anticipated benefits, and our business and financial condition may suffer as a result.
Economic and geopolitical events and macroeconomic conditions may create increased uncertainty and price changes.
We are subject to price volatility and uncertainty due to geopolitical crises and economic downturns. Such geopolitical crises and global economic downturns may be a result of invasion, or possible invasion by one nation of another, global outbreaks of various epidemics or disease, the implementation of new tariffs and more restrictive trade regulations, leading to increased inflation and supply chain volatility. Such crises will likely continue to have an effect on our ability to do business in a cost-effective manner. Inflation has caused the price of materials to increase leading to increased expenses to our business. Global crises and economic downturns may also have the effect of discouraging investment in bitcoin as investors shift their investments to less volatile assets. Such shifts could have a materially adverse effect on our business, operations and the value of the bitcoin we mine.
Sustaining our growth plans will require the ongoing readiness and solvency of our suppliers and vendors, a stable and motivated production workforce, and government cooperation, each of which may be affected by macroeconomic factors outside of our immediate control. We cannot predict the duration or direction of current or new global trends or their sustained impact. Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our workforce and capital resources accordingly. If we experience unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to or choose to suspend such operations, our business, prospects, financial condition, and operating results may be harmed.
We may be harmed by increased costs to procure power, prolonged power and internet outages, shortages or capacity constraints as well as insufficient access to power.
Our bitcoin mining and HPC data center operations require a significant amount of electrical power and access to high-speed internet to be successful. Any power and internet outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results of operations, including our mining and data center operations.
We rely on third parties, third party infrastructure, governments, and global supplies to provide a sufficient amount of power to maintain our bitcoin mining and HPC data center operations to meet the needs of our current and future HPC hosting and colocation customers. Any limitation on the delivered energy supply could limit our ability to operate our bitcoin mining and HPC data centers. These limitations could have a negative impact on theour Lakeexisting Marinerdata Facilitycenter campuses or limit our ability to grow our business, which could negatively affect our financial performance and results of operations. Each new HPC data center requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain sufficient power capacity for potential expansion sites or existing markets. Utility companies may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future data center designs.
Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.
In recent years, the time and costs required to secure and expand interconnection facilities and transmissions systems have increased, complicating project planning and creating additional contractual and financial risk for projects under construction. We may face difficulties in expanding our interconnection facilities and access to transmissions systems in a timely manner and at a reasonable cost as well as curtailment resulting from transmission facility downtime, which could materially and adversely affect our results of operations and cash flow.
Since the development, construction and operation of the Abernathy HPC Campus is subject to the terms of a joint venture agreement, TeraWulf may have less control over strategic decisions.
On October 27, 2025, the TeraWulf Member entered into the Abernathy Joint Venture Agreement with the Fluidstack Member. The Abernathy Joint Venture Agreement provides that, except for certain specified matters, decisions are to be made by a majority vote of the board of managers. The board of managers will initially comprise three designees of TeraWulf and two designees of the Fluidstack Member. Any significant disagreements between joint venture partners on strategic decisions or the inability of the Fluidstack Member to meet obligations to the Abernathy Joint Venture or third parties may impede TeraWulf’s ability to control aspects of the development, construction, and operation of the Abernathy HPC Campus.
We may be unable to access sufficient additional capital for future strategic growth initiatives, and any such capital raises may be dilutive or subject to restrictive terms.
The expansion of our digital infrastructure to support HPC hosting and colocation and our future strategic growth initiatives are capital-intensive. We expect to raise additional capital to fund these initiatives; however, we may be unable to do so in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all. If we raise additional equity financing, our stockholders may experience dilution of their ownership interests, and the per share value of our common stock could decline.
If we engage in debt financing, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference and may require us to accept restrictive covenants. If we are unable to generate sufficient cash flows from operations to support our strategic growth, we may be required to reduce or delay investments, sell assets, or obtain financing on terms that may be onerous or highly dilutive.
The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities. New advancements in AI models could also alter the way data centers are currently designed and utilized and may adversely affect our business and results of operations.
As a publicly traded company, at times we experience cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing to be subject to such attempts. There is an ongoing risk that some or all of our bitcoin or customer or Company data could be lost or stolen as a result of one or more of these incursions. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite our implementation of strict security measures, it is impossible to eliminate all such vulnerability. For instance, we may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Additionally, though we provide cybersecurity training for all employees, we cannot guarantee that we will not be affected by further phishing attempts. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful.
Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability against us, damage our reputation and materially harm our business.
We have been making considerable investments in our information technology systems and processes and expect such investment to continue for the foreseeable future in support of our bitcoin mining operations and our expansion into HPC hosting and colocation. These continuing investments and upgrades include the implementation of new tools and technologies to further streamline and automate processes, including with respect to procurement, and to support our compliance with evolving U.S. GAAP. These investments and upgrades and may take longer to complete and cost more than originally planned. As a result of our continued work on these projects, we may experience difficulties with our systems and business disruptions. Any such difficulties or disruptions may adversely affect our business and results of operations.
We have financed our strategic growth primarily by issuing new shares of our common stock in public offerings, which dilutes the ownership interests of our current stockholders, and which may adversely affect the market price of our securities.
We have raised capital to finance the strategic growth of our business through public offerings of our common stock, and we expect to raise additional capital through similar public offerings to finance the completion of current and future expansion initiatives. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely impact our existing operations. From 2022 through 2024, a number of digital asset platforms and exchanges filed for bankruptcy and/or became the subjects of investigation by various governmental agencies for, among other things, fraud. These disruptions in the crypto asset market may impact our ability to obtain favorable financing. If we raise additional equity financing, our stockholders may experience dilution of their ownership interests, and the per share value of our common stock could decline. If we are unable to generate cash flows from operation sufficient to support our strategic growth, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, or obtaining additional equity financing on terms that may be onerous or highly dilutive. Furthermore, if we engage in debt financing, as we currently do, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including accepting terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders.
Our primary business is bitcoin mining, and we have recorded historical losses and negative cash flows from our operations when the value of bitcoin we mine does not exceed our associated costs. Further, as part of our strategic growth plans, we have made capital investments in expanding our bitcoin mining operations and transitioning an increasing portion of our Lake Mariner Facility to support HPC hosting and colocation. However, future market prices of bitcoin are difficult to predict, and we cannot guarantee that our future revenue from bitcoin mining and HPC data center operations will exceed our associated costs.
The lack of regulation of digital asset exchanges which bitcoin, and other cryptocurrencies, are traded on may expose us to the effects of negative publicity resulting from fraudulent actors in the cryptocurrency space and can adversely affect an investment in the Company.
The digital asset exchanges on which bitcoin is traded are relatively new and largely unregulated. Many digital asset exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices, or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, such digital asset exchanges, including prominent exchanges handling a significant portion of the volume of digital asset trading. From 2022 through 2024, a number of digital asset exchanges filed for bankruptcy proceedings and/or became the subjects of investigation by various governmental agencies for, among other things, fraud, causing a loss of confidence and an increase in negative publicity for the digital asset ecosystem. As a result, many digital asset markets, including the market for bitcoin, have experienced increased price volatility. The bitcoin ecosystem may continue to be negatively impacted and experience long term volatility if public confidence decreases.
These events are continuing to develop and it is not possible to predict, at this time, every risk that they may pose to us, our service providers, or the digital asset industry as a whole. A perceived lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency values. These potential consequences of a digital asset exchange’s failure could adversely affect our business and an investment in the Company.
Companies across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, has resulted in and may continue to result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.
In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements on our operations, or if our operations are disrupted due to the physical impacts of climate change, our business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.
We have recorded historical losses and negative cash flows from our operations, including from our bitcoin mining activities when the value of bitcoin mined did not exceed our associated costs. As we transition an increasing portion of our business toward HPC hosting and colocation, we are making substantial capital investments in developing and expanding our data center campuses. These investments are capital-intensive and revenue from HPC hosting is dependent upon the completion and commencement of customer leases. Future market prices of bitcoin remain difficult to predict, and demand for HPC hosting services may not develop as anticipated. There can be no assurance that revenue from our bitcoin mining operations and HPC data center operations will exceed our associated operating and capital costs.
Risks Related to the PriceBitcoin ofMining BitcoinBusiness
Our existing bitcoin mining operations and the expansions of our Lake Mariner Facility are largely based on our assumptions regarding the future value of bitcoin, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity of bitcoin, political, economic, and regulatory conditions and speculation making bitcoin’s price more volatile or creating “bubble” type risks for the trading price of bitcoin. Further, unlike traditional stock exchanges, which have listing requirements and vet issuers, requiring companies to comply with rigorous listing standards and rules, which monitor transactions for fraud and other improprieties, markets for bitcoin and other cryptocurrencies tend to be unregulated or underregulated. In general, less stringent markets are perceived to have a higher risk of fraud or manipulation and any lack of oversight or perceived lack of transparency could reduce confidence in the price of bitcoin and other cryptocurrencies, which could adversely affect the price of bitcoin. Bitcoin and crypto asset markets generally may be subject to increased scrutiny and regulation by the U.S. legislature and government agencies, and such evolving regulatory and legal environment may impact our bitcoin mining activities and therefore an impact on our business.
BitcoinInstability, marketfraud, exposureor tofailures financiallywithin troubledthe cryptocurrency-relatedbroader companiescryptocurrency ecosystem may impactadversely our reputation,affect the price of bitcoin and theour profitabilityresults of our bitcoin mining operations.
Digital asset exchanges and cryptocurrency platforms are relatively new and, in many cases, lightly regulated. Certain exchanges have filed for bankruptcy or become subject to investigation by governmental agencies for fraud or other misconduct, resulting in increased volatility and loss of confidence in digital asset markets. Bitcoin is subject to price volatility resulting from financial instability, poor business practices, fraudulent activities of participants in the broader cryptocurrency market and heightened regulatory scrutiny.
A perceived lack of stability in the digital asset exchange market, the closure or temporary shutdown of exchanges due to business failure, cyber-attacks, government-mandated regulation or fraud, or other disruptions in the cryptocurrency ecosystem may reduce confidence in digital asset networks and result in greater volatility in bitcoin values. Such developments could adversely affect our bitcoin mining operations and our financial condition.
The failure of several cryptocurrency platforms has impacted and may continue to impact the broader cryptocurrency economy; the full extent of these impacts may not yet be known. Bitcoin is subject to price volatility resulting from financial instability, poor business practices, and fraudulent activities of players in the broader cryptocurrency market. When investors in cryptocurrency and cryptocurrency-based companies experience financial difficulty as a result of price volatility, poor business practices, and/or fraud, it has caused, and may continue to cause, loss of confidence in the cryptocurrency space, reputational harm to cryptocurrency assets, heightened scrutiny by regulatory authorities and law makers, and a steep decline in the value of bitcoin, among other material impacts. Such adverse effects have affected, and may in the future, affect the profitability of our bitcoin mining operations.
The number of new bitcoin awarded for solving a block is cut in half at mathematically predetermined intervals, known as “halving”. The next halving for the bitcoin blockchain is currently anticipated to occur in MarchApril 2028. While bitcoin prices have historically increased around these halving events, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining rewards. If a corresponding and proportionate increase in the price of bitcoin does not follow future halving events, the revenue we earn from our bitcoin mining operations would see a decrease, which could have a material adverse effect on our results of operations and financial condition.
Transaction fees may decrease demand for bitcoin and prevent expansion.
As the number of bitcoin currency rewards granted for solving a block in the bitcoin blockchain has decreased, transaction fees have increasingly been used to incentivize miners to continue to contribute to the bitcoin network. However, high bitcoin transaction fees may slow the adoption of bitcoin as a means of payment, which may decrease demand for bitcoin and future prices of bitcoin may suffer as a result. If bitcoin prices are not sufficiently high, our bitcoin mining revenue may not exceed our associated costs, and our results of operations and financial condition may suffer. Further, because the price of shares of our common stock may be linked to the price of bitcoin, if demand for bitcoin decreases, causing future bitcoin prices to decrease, the market price of our securities may be materially and adversely affected, limiting our ability to raise additional capital to fund our strategic growth plans and would have a material adverse effect on our results of operations and financial condition.
Bitcoin faces significant scaling obstacles that can lead to high fees or slow transaction settlement times.
Bitcoin (and cryptocurrencies, generally) face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase the volume of transactions may not be effective. Scaling cryptocurrencies is essential to the widespread acceptance of cryptocurrencies as a means of payment, including bitcoin. Many cryptocurrency networks face significant scaling challenges. For example, cryptocurrencies are limited with respect to how many transactions can occur per second. Participants in the cryptocurrency ecosystem debate potential approaches to increasing the average number of transactions per second that a network can handle and have implemented mechanisms or are researching ways to increase scale, such as increasing the allowable sizes of blocks, and therefore the number of transactions per block, and sharding (a horizontal partition of data in a database or search engine), which would not require every single transaction to be included in every single miner’s or validator’s block. There is, however, no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of cryptocurrency transactions will be effective. If adoption of bitcoin (and cryptocurrencies, generally) as a means of payment does not occur on the schedule or scale we anticipate, the demand for bitcoin may stagnate or decrease, which could adversely affect future bitcoin prices, and our results of operations and financial condition, which could have a material adverse effect on the market price for our securities.
Risks Related to Our Operations
To remain competitive in our industry, we seek to grow our hash rate to match the growing network hash rate and increasing network difficulty of the bitcoin blockchain, and if we are unable to grow our hash rate at pace with the global network hash rate, our chance of earning bitcoin from our mining operations would decline.
As the adoption of bitcoin has increased, the price of bitcoin has generally appreciated, causing the demand for new bitcoin rewards for successfully solving blocks on the bitcoin blockchain to likewise increase. This has encouraged more miners to attempt to mine bitcoin, which increases the global network hash rate deployed in support of the bitcoin blockchain.
Because a miner’s relative chance of successfully solving a block and earning a new bitcoin reward is generally a function of the ratio of the miner’s individual hash rate relative to the global network hash rate, as the global network hash rate increases, a miner must increase its individual hash rate to maintain its chances of earning new bitcoin rewards.
Therefore, as new miners enter the industry and as miners deploy greater numbers of increasingly powerful machines, existing miners must seek to continually increase their hash rate to remain competitive. Thus, a feedback loop is created: as bitcoin gains popularity and its relative market price increases, more miners attempt to mine bitcoin and the bitcoin network hash rate is increased; in response, existing miners and new miners devote more and more hash rate to the bitcoin blockchain by deploying greater numbers of increasingly powerful machines in an attempt to ensure their ability to earn additional bitcoin rewards does not decrease. Compounding this feedback loop, the network difficulty of the bitcoin network (i.e., the amount of work (measured in hashes) necessary to solve a block) is periodically adjusted to maintain the pace of new block additions (with one new block added to the blockchain approximately every ten minutes), and thereby control the supply of bitcoin. As miners deploy more hash rate and the bitcoin network hash rate is increased, the bitcoin network difficulty is adjusted upwards by requiring more hash rate to be deployed to solve a block. Thus, miners are further incentivized to grow their hash rate to maintain their chance of earning new bitcoin rewards. In theory, these dual processes should continually replicate themselves until the supply of available bitcoin is exhausted. In response, miners have attempted to achieve greater hash rate by deploying increasingly sophisticated and expensive miners in ever greater quantities. Moreover, because there are very few manufacturers of miners capable of producing a sufficient number of miners of adequate quality to meet this need, scarcity results, leading to higher prices. Compounding this phenomenon, it has been observed that some manufacturers of bitcoin miners may increase the prices for new miners as the market price of bitcoin increases.
Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the bitcoin global network hash rate. However, as demand has increased and scarcity in the supply of new miners has resulted, the price of new miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases. Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors. If this happens, our chances of earning new bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.
Management's Discussion & Analysis (MD&A)
New heading “Strategy Execution and Capital Allocation”
New heading “Strategic Transactions”
New heading “Acquisition of Beowulf E&D”
New heading “Cayuga Site Ground Lease”
New heading “Abernathy Joint Venture”
New heading “Operations Overview”
New heading “Regional Diversification and Platform Resilience”
New heading “Liquidity and Capital Resources”
New heading “Bitcoin Mining Operations”
New heading “Bitcoin Mining - Share of Global Hashrate”
New heading “Bitcoin Mining - Average Cost of Bitcoin Mined”
New heading “Assets Acquired and Liabilities Assumed in a Business Combination”
New heading “Goodwill Impairment”
Removed heading “Bitcoin and Blockchain”
Removed heading “Bitcoin Reward Halving”
Removed heading “Lake Mariner Facility”
Removed heading “Nautilus Cryptomine Facility”
Removed heading “Bitcoin Mining - Combined Facilities”
Removed heading “The Business Combination”
Removed heading “Interest expense”
Removed heading “Loss on extinguishment of debt”
Removed heading “Income tax benefit”
Removed heading “Equity in net loss of investee, net of tax”
Largest changes
“Gain on fair value of digital currency, net during the year ended December 31, 2024 was $2.2 million as a result of the Company adopting Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2023-08, Intangible – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), on January 1, 2024 which requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. …”see in full comparison
“Goodwill is not subject to amortization, and instead, assessed for impairment annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with ASC 350.”see in full comparison
Full comparison: every changed paragraph (148)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the other Items included in this Annual Report on Form 10-K (the “Annual Report”) and with the accompanying consolidated financial statements and notes thereto included elsewhere in this report. All figures presented below represent results from continuing operations, unless otherwise specified. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Consolidated Financial Statements. Unless the context otherwise requires, references in this Annual Report to the “Company,” “TeraWulf,” “we,” “us” or “our” refers to TeraWulf Inc. and its consolidated subsidiaries. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may be deemed forward-looking statements. See “Forward-Looking Statements.”
We are a vertically integrated owner, developer, and operator of digital infrastructure assets in the United States, purpose-built to support HPC workloads, including AI, machine learning, and advanced cloud applications.
The Company has undergone a deliberate strategic transition toward HPC hosting as its primary business. While TeraWulf historically operated bitcoin mining facilities and leveraged flexible compute loads to support early infrastructure development, going forward the Company’s capital allocation, development activities, and operating focus are centered on HPC data center development, long-term hosting arrangements, and infrastructure supporting AI-driven compute workloads.
Our strategy is grounded in controlling infrastructure at utility scale and pairing compute-optimized facilities with reliable, long-duration power resources. By controlling land use through ownership or long-term ground leases, together with interconnection rights, electrical and cooling infrastructure, and, where appropriate, on-site generation, the Company delivers resilient, cost-efficient capacity to hyperscale and enterprise customers under multi-year hosting arrangements.
The Company’s platform is differentiated by long-term control of utility-scale infrastructure, deep in-house power and grid expertise, and a scalable development model supported by long-term, credit-enhanced customer contracts.
Strategy Execution and Capital Allocation
Management’s execution of the Company’s strategy is focused on converting advantaged infrastructure positions into long-dated, contracted HPC capacity. This execution model emphasizes vertical integration, long-duration customer contracts supported by credit enhancement, and phased development aligned with customer deployment schedules and power availability.
A core element of this approach is infrastructure control. By retaining control over land use, interconnection rights, electrical and cooling systems, and on-site generation where appropriate, the Company is able to manage development risk, optimize capital deployment, and maintain operational oversight throughout the lifecycle of its facilities. Management believes this approach reduces execution risk relative to third-party development models and supports infrastructure-style returns.
The Company’s contracting strategy prioritizes multi-year hosting arrangements with credit-supported counterparties. These arrangements provide long-dated revenue visibility, support project-level financing, and reduce cash flow volatility as the platform scales. Credit enhancement associated with certain customer contracts has been a key factor in accelerating development timelines and enabling third-party financing.
Each campus is designed for modular, multi-phase expansion. Initial phases deliver near-term contracted capacity, while subsequent phases are developed in line with customer demand and power availability. Management believes this phased approach allows the Company to scale efficiently while maintaining capital discipline.
Consistent with this strategy, the Company has deliberately shifted capital allocation away from new bitcoin mining investments and toward HPC data center development. While legacy mining operations continue to utilize existing infrastructure, management does not intend to deploy incremental growth capital to mining activities.
Strategic Transactions
Acquisition of Beowulf E&D
On May 21, 2025 (the “Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (NY) LLC and Beowulf E&D (MD) LLC (collectively, “Beowulf E&D”). Additional detail regarding the consideration paid and contingent consideration associated with the Beowulf E&D acquisition is included in Note 3 to the consolidated financial statements.
The acquisition materially expanded the Company’s internal capabilities across power infrastructure development, site operations, engineering, and project execution. Approximately 94 employees transitioned to the Company as part of the transaction. Management believes this acquisition strengthened operational integration and execution capability as the Company scales its HPC platform.
Cayuga Site Ground Lease
On August 12, 2025, the Company entered into a long-term ground lease for approximately 183 acres in Lansing, New York. Upon completion of permitting and site development, the Cayuga Site has the potential for up to 400 MW of gross capacity, supporting approximately 320 MW of critical IT load. The Cayuga Site provides an additional anchor location with existing interconnection and supporting infrastructure and represents a key component of the Company’s forward development pipeline.
Abernathy Joint Venture
On October 27, 2025, the Company entered into an amended and restated limited liability company agreement governing the Abernathy Joint Venture. The Company holds a 50.1% equity interest in the joint venture. The Abernathy HPC Campus represents the extension of the Company’s commercial relationship with Fluidstack, supported by the same credit enhancement framework, to an additional site.
The Abernathy HPC Campus is designed for 168 MW of critical IT load, representing the full build-out of the site. The campus is 100% pre-leased to Fluidstack under a 25-year data center sublease with contractual rent escalators and options for term contraction. Lease obligations are supported by investment-grade credit enhancement provided by Google, materially strengthening the credit profile of the contracted revenues and facilitating third-party debt financing.
Management believes the Abernathy Joint Venture reflects the extension of the Company’s commercial relationship with Fluidstack, supported by continued credit enhancement from Google, to an additional site.
Operations Overview
The Company’s primary operating campus is the Lake Mariner Data Campus, located in Barker, New York on the site of a former coal-fired power plant that was retired and repurposed into a modern digital infrastructure campus. The site benefits from substantial existing transmission infrastructure and is designed for scalable expansion.
As of December 31, 2025 the Lake Mariner Data Campus operated 245 MW of legacy bitcoin mining capacity and had 18 critical IT MW of HPC capacity. The Company commenced HPC leasing operations at the Lake Mariner Data Campus in July 2025 and is executing a phased expansion to support additional contracted HPC deployments.
The campus is capable of scaling to approximately 500 MW of gross capacity in the near term, with potential expansion to approximately 750 MW subject to additional approvals from the NYISO. Power for the Lake Mariner Data Campus is sourced from the NYISO Zone A grid, with 90 MW allocated under a long-term arrangement with the New York Power Authority.
The Company operates the Lake Mariner Data Campus through La Lupa and Akela. Together, the Company’s contracted HPC platform represents 522 MW of critical IT load, including the Company’s 50.1% attributable share of the Abernathy HPC Campus. As of December 31, 2025, the Company had energized 18 critical IT MW of HPC capacity and remains on track to deliver additional contracted capacity in phases aligned with customer deployment schedules.
Regional Diversification and Platform Resilience
The development of the Abernathy HPC Campus through the Abernathy Joint Venture provides the Company with meaningful regional diversification. By expanding its HPC platform beyond New York into the Southwest Power Pool region, the Company reduces concentration risk related to power markets, regulatory frameworks, weather events, construction timelines, and operational disruptions.
Geographic diversification also helps mitigate the potential impact of localized physical security incidents, natural disasters, and certain cyber events by distributing infrastructure across multiple regions and operating environments. Management believes this diversification enhances overall platform resilience, supports customer deployment flexibility, and strengthens the Company’s ability to maintain continuity of operations across its portfolio.
We are a vertically integrated owner and operator of next-generation digital infrastructure, purpose-built to support bitcoin mining and HPC workloads. With a strong commitment to sustainability, our operations are powered predominantly by zero-carbon energy, reinforcing our focus on environmentally responsible data center operations in the United States. By leveraging clean, cost-effective, and reliable energy sources, we aim to drive long-term efficiency and resilience within the digital infrastructure sector.
Our primary operations are centered at the Lake Mariner Facility, strategically located on the shores of Lake Ontario. Developed on the site of a decommissioned coal-fired power plant, this expansive facility is designed for scalable growth, with the ability to expand up to 500 MW in the near term and up to 750 MW with targeted transmission upgrades. Purpose-built to support both bitcoin mining and GPU-driven HPC workloads, the Lake Mariner Facility is well-positioned to meet the rising demand for compute-intensive applications. This dual-purpose strategy enhances operational efficiency, diversifies revenue streams, and strengthens our position in the evolving digital economy.
Bitcoin and Blockchain
Bitcoin, introduced in 2008, revolutionized digital finance by enabling a decentralized system for exchanging and storing value without reliance on traditional financial institutions. It operates on a public ledger known as the “blockchain,” which records every transaction transparently and securely. This decentralized structure eliminates the need for intermediaries, enhancing transaction efficiency while making the network resilient to censorship and fraud. Unlike fiat currencies, bitcoin is not controlled by any government or central bank, reinforcing its role as a scarce, independent store of value.
Bitcoin mining is the process of validating transactions and securing the network through proof-of-work consensus, where miners solve complex cryptographic puzzles to add new blocks to the blockchain. The network is maintained by a global pool of distributed nodes, ensuring transaction integrity and preventing double-spending. Key factors influencing mining economics include computing power, energy costs, and network difficulty, with miners competing to maximize their share of the total computational power (hashrate) deployed on the bitcoin network. As more miners participate, the network difficulty adjusts dynamically every 2,016 blocks (approximately every two weeks) to maintain a consistent block creation rate.
Bitcoin Reward Halving
Bitcoin’s supply issuance follows a predefined halving schedule, reducing the block reward by 50% approximately every four years. This mechanism enforces a controlled supply of bitcoin, contributing to its scarcity and long-term value proposition. The total bitcoin supply is capped at 21 million coins, and halvings will continue until this limit is reached.
The most recent halving occurred on April 19, 2024, reducing the block reward from 6.25 to 3.125 bitcoin per block. While the halving decreases the direct mining subsidy, transaction fees remain an additional source of miner revenue. This built-in supply constraint influences mining economics and often plays a role in bitcoin’s long-term price dynamics.
BusinessPower Strategy
The Company’s power strategy emphasizes reliability, efficiency, and responsible integration with regional electric grids. The Company’s development and operations team brings deep experience in power generation, transmission, interconnection, and large-scale energy infrastructure, which informs site selection, facility design, and operational execution.
This power and infrastructure expertise enables the Company to evaluate complex, power-intensive sites efficiently and provides meaningful differentiation relative to data center developers without comparable in-house energy capabilities. The Company expects certain sites to include on-site generation, battery storage and other dispatchable resources to enhance reliability for mission-critical compute and to support grid operations where appropriate.
Liquidity and Capital Resources
The Company’s primary sources of liquidity include cash on hand, cash generated from operations, sale proceeds from bitcoin, equity issuances, debt financing, and project-level financing arrangements. Capital requirements are driven primarily by HPC data center development, construction activities, and associated infrastructure investments.
Management expects future capital deployment to be focused on contracted HPC projects and disciplined expansion of the Company’s development pipeline. The Company continues to evaluate financing alternatives to support growth while managing balance sheet risk.
Outlook
The Company expects future results to be increasingly influenced by the development and operation of its HPC data center platform. As contracted HPC capacity is delivered and energized under existing hosting arrangements, management expects the Company’s revenue mix to continue shifting toward HPC leasing and away from legacy bitcoin mining operations.
Future performance will depend on the timing of construction, commissioning, customer deployment schedules, access to power and interconnection, and the availability of project-level financing. Management expects capital deployment in future periods to be focused primarily on contracted HPC projects and disciplined expansion of the Company’s development pipeline.
Our strategy is centered on leveraging our owned and scalable digital infrastructure to drive revenue and profitability through both bitcoin mining and HPC hosting. As a vertically integrated operator, we own and control our infrastructure, allowing us to optimize efficiency, reduce costs, and maintain a highly competitive cost structure.
While bitcoin mining remains a core focus, we are strategically transitioning an increasing portion of the Lake Mariner Facility to support HPC hosting and colocation. This shift allows us to capitalize on the growing demand for AI, machine learning, and cloud computing workloads while further optimizing our power utilization and digital infrastructure.
A key milestone in this transition occurred on December 22, 2024, when we signed a multi-year data center lease agreement with Core42, securing 72.5 MW of HPC hosting capacity at the Lake Mariner Facility for GPU compute workloads. This agreement includes an option to expand by an additional 135 MW through March 31, 2025, enabling total deployments to Core42 of up to 72.5 MW in 2025 and 135 MW in 2026. This development accelerates our HPC hosting expansion, positioning us at the intersection of energy and digital compute infrastructure. To support this expansion, we have expanded our digital infrastructure at the site, featuring advanced liquid cooling systems and Tier 3 redundancy. This infrastructure will be optimized for high-density compute workloads, reinforcing our ability to attract hyperscale and enterprise customers.
By prioritizing cost-efficient power utilization, sustainability, and scalable infrastructure, our strategy positions TeraWulf to maximize value creation while adapting to the evolving landscape of digital asset mining and AI-driven computing. Looking ahead, we remain focused on expanding our infrastructure, optimizing operations, and strengthening our competitive advantage in both bitcoin mining and HPC hosting.
Our Facilities
During the year ended December 31, 2024, we operated bitcoin mining activities at two data centers: the Lake Mariner Facility and the Nautilus Cryptomine Facility in central Pennsylvania. In October 2024, we sold our entire equity interest in Nautilus, allowing us to consolidate operations and reinvest in future infrastructure growth.
Lake Mariner Facility
Strategically located in Barker, New York, on the site of a former coal-fired power plant, the Lake Mariner Facility began operations in March 2022, designed to support sustainable bitcoin mining. As of December 31, 2024, the facility was operating 195 MW of bitcoin mining capacity, with an additional 50 MW under construction and expected to come online in the first half of 2025. Additionally, the Company is developing HPC data centers at the Lake Mariner Facility to provide HPC hosting services for Core42, supporting up to 72.5 MW of data center infrastructure dedicated to GPU compute workloads. This capacity is expected to come online throughout 2025. Core42 also has an option, exercisable through March 31, 2025, to secure an additional 135 MW of data center infrastructure at the Lake Mariner Facility.
The Company has a PPA with NYPA, securing 90 MW of high-load factor power to support its bitcoin mining operations. The PPA, executed in February 2022, has a ten-year term from the commencement of NYPA’s power delivery. The Lake Mariner Facility is built for scalable expansion, with the ability to grow up to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades. Its strategic location and access to low-cost, predominantly zero-carbon energy make it a highly attractive site for both bitcoin mining and HPC workloads.
As of December 31, 2024, we owned approximately 62,000 miners, of which approximately 58,800 are operational at the Lake Mariner Facility with the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:
As of December 31, 2024, our fleet of miners ranged in age from 0.1 to 2.6 years and have an average age of approximately 0.7 years. We do not have scheduled downtime for our miners; however, while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of December 31, 2024, our fleet of miners at the Lake Mariner Facility had a range of energy efficiency from 15 to 23 joules per terahash (“j/th”) and has an average energy efficiency of 19.8 j/th.
Nautilus Cryptomine Facility
The Nautilus Cryptomine Facility, located in Berwick, Pennsylvania, was a joint venture between TeraWulf and Talen Member. The Nautilus Cryptomine Facility was a 200 MW bitcoin mining operation, situated adjacent to the 2.5-gigawatt nuclear-powered Susquehanna Station and was the first bitcoin mining site powered entirely by behind-the-meter, zero-carbon nuclear energy, operating under a fixed-rate power contract of 2.0 cents per kilowatt-hour for a five-year term, with options for two three-year renewals.
Under the terms of the joint venture agreement, TeraWulf held a 25% equity interest in Nautilus, while Talen Member held a 75% equity interest, with ownership subject to adjustments based on capital contributions. TeraWulf began mining bitcoin at the Nautilus Cryptomine Facility in the first quarter of 2023, with an allotted 50 MW of operational capacity prior to divesting its interest in Nautilus in October 2024. While holding a 25% equity stake, TeraWulf’s share of mined bitcoin was determined by relative hashrate contributions. The Company had contributed approximately 1.9 EH/s of the facility’s total 5.2 EH/s capacity, representing approximately 35.7% of the total hashrate attributed to the Company. At the time of TeraWulf’s ownership, the Nautilus Cryptomine Facility deployed approximately 48,000 miners, of which 15,800 miners were attributed to TeraWulf’s contributions to utilize its 50 MW allotment.
What changed in the latest 10-Q
Risk Factors
New heading “New York State’s temporary moratorium on certain data center permitting and potential future legislation, regulation and utility requirements could delay or increase the cost of our development plans.”
Largest changes
“New York State’s temporary moratorium on certain data center permitting and potential future legislation, regulation and utility requirements could delay or increase the cost of our development plans.”see in full comparison
“Based on our current development schedule and anticipated permitting requirements, we do not currently expect the temporary moratorium to materially affect the development timeline for the Cayuga Site. Nevertheless, the final regulatory framework, related legislation or similar requirements adopted in New York or elsewhere could delay permitting or development, require additional investments in generation, transmission, storage, environmental mitigation or community benefits, or otherwise increase project costs. …”see in full comparison
“Our growth strategy depends in part on the timely development of our HPC data centers, including the Cayuga Site in Lansing, New York. In July 2026, New York Governor Kathy Hochul issued Executive Order No. 62 (the “NY Executive Order”), temporarily pausing certain discretionary permits and approvals for covered data center projects while the State evaluates their impacts and develops a broader regulatory framework.”see in full comparison
Full comparison: every changed paragraph (4)
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our Quarterly Reports on Form 10-Q.10-Q, except for the risk factor noted below.
New York State’s temporary moratorium on certain data center permitting and potential future legislation, regulation and utility requirements could delay or increase the cost of our development plans.
Our growth strategy depends in part on the timely development of our HPC data centers, including the Cayuga Site in Lansing, New York. In July 2026, New York Governor Kathy Hochul issued Executive Order No. 62 (the “NY Executive Order”), temporarily pausing certain discretionary permits and approvals for covered data center projects while the State evaluates their impacts and develops a broader regulatory framework.
Based on our current development schedule and anticipated permitting requirements, we do not currently expect the temporary moratorium to materially affect the development timeline for the Cayuga Site. Nevertheless, the final regulatory framework, related legislation or similar requirements adopted in New York or elsewhere could delay permitting or development, require additional investments in generation, transmission, storage, environmental mitigation or community benefits, or otherwise increase project costs. These requirements could affect our ability to meet customer deployment schedules, compete in more favorable jurisdictions or achieve anticipated returns, any of which could materially and adversely affect our business, financial condition, results of operations and growth prospects.
Management's Discussion & Analysis (MD&A)
New heading “Justified Data Campus”
New heading “Muskie Data Campus”
Removed heading “Hawesville Site”
Largest changes
“From the closing date to the earliest commencement date to occur under the Fluidstack HPC Leases (the “First Commencement Date”), borrowings under the Revolving Credit Facility will bear interest at a rate equal to, at the Company’s option, either (i) a Term SOFR determined by reference to the secured overnight financing rate published by an administrator therefor, plus a margin of 1.75% per annum or (ii) the ABR (as defined) plus a margin of 0.75% per annum. …”see in full comparison
“Loss on disposals of property, plant, and equipment was $0.4 million during the three and six months ended June 30, 2026 due to a $0.2 million loss on the disposal of 360 miners for proceeds of $0.1 million and a $0.3 million write-down of 500 miners reclassified as held for sale, partially offset by a $0.2 million gain on the sale of certain transformers at the Justified Data Campus. …”see in full comparison
“Transmission infrastructure and energy service agreements for the Muskie Data Campus were executed concurrently with the Membership Interest Purchase Agreement pursuant to the applicable Industrial General Service tariff structure for large loads, establishing a clear pathway to long-term, large-scale power delivery. The energy services agreement with Kentucky Power Company, an AEP Company, provides for 1,000 MW of contracted electric service. Energy service is expected to commence in the fourth quarter of 2028.”see in full comparison
Management expects future capital deployment tosee in full comparisonbe focused onprioritize contracted HPC projects and disciplined expansion of the Company’s developmentpipeline, and believes its current liquidity position, together with access to capital markets and project-level financing, provides sufficient resources to fund near-term development activities.pipeline. The Company continues to evaluate debt, equity and project-level financing alternativestobasedsupportongrowthproject requirements, customer commitments and prevailing market conditions, whilemanagingseekingbalancetosheetmanage balance-sheet risk.
Full comparison: every changed paragraph (97)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with a review of the other Items included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All figures presented below represent results from continuing operations, unless otherwise specified. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the consolidated financial statements. Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “TeraWulf,” “we,” “us” or “our” refersrefer to TeraWulf Inc. and its consolidated subsidiaries, unless otherwise indicated. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may be deemed forward-looking statements. See “Forward-Looking Statements.”
During the three and six months ended MarchJune 31,30, 2026, HPC leasing revenue represented a majority of total revenue for the first time,revenue, reflecting the continued ramp of long-term contracted capacity at the Lake Mariner Data Campus.
The Company has undergone a deliberate strategic transition toward HPC hostingleasing as its primary business.growth driver and operating focus. While TeraWulf historically operated bitcoin mining facilities and leveragedused flexible compute loads to support earlythe development of its infrastructure development,platform, the Company has begun to curtail and repurpose portions of thisthat infrastructure to support HPC development,development. andGoing goingforward, forwardthe Company’s capital allocation, development activities,activities and operating focus are centered on HPC data center development, long-term hostingdata arrangements,center leases and infrastructure supporting AI-driven compute workloads. The Company intends to continue bitcoin mining operations where they remain economically attractive and do not conflict with HPC development.
Our strategy is grounded in controlling utility-scale infrastructure at utility scale and pairing compute-optimized facilities with reliable, long-duration power resources. By controlling land use throughThrough ownership or long-term groundcontrol leases,of together withland, interconnection rights,rights and electrical and cooling infrastructure,infrastructure - and, where appropriate, on-site generation,generation - the Company deliversseeks to deliver resilient, cost-efficient capacity to hyperscale and enterprise customers under multi-year hosting arrangements. These hosting arrangements are typically structured as long-term data center leases,leases. These arrangements generally rangingrange from 10 to 25 years,years andand, in certain casescases, benefit from investment-grade credit support, enhancing the durability and finance abilitybankability of contracted revenues. TheseThe Company expects these arrangements are expected to provide long-term revenue visibility and support project-level financing as the platform scales.
This infrastructure-first approach enables TeraWulf to serve Tier-1 counterparties while maintaining operational control, development flexibility, and disciplined capital allocation.
The Company’s platform is differentiated by long-termits control of utility-scale infrastructure, deep in-house power and grid expertise, and a scalable development model supported by long-term, credit-enhanced customer contracts.
Management’s execution of the Company’s strategy is focused on converting advantaged infrastructure positions into long-dated,long-term, contracted HPC capacity. This includes the phased conversion of existing infrastructure, where appropriate, toand supportthe HPCdevelopment workloads.of new campuses aligned with customer deployment schedules and power availability. This execution model emphasizes vertical integration, long-duration customer contracts supported by credit enhancement,enhancement and disciplined, phased development aligned with customer deployment schedules and power availability.development.
A core element of this approach is infrastructure control. By retaining control over land use, interconnection rights,rights and electrical and cooling systems, systems—and on-site generation where appropriate, appropriate—the Company is able to manage development risk, optimize capital deployment,deployment and maintain operational oversight throughout the lifecycle of its facilities. Management believes this approach reduces execution risk relative to third-party development models andthat supportsrely infrastructure-stylemore returns.extensively on third parties.
The Company’s contracting strategy prioritizes multi-yearlong-term hostingdata arrangementscenter leases with credit-supported counterparties,customers. whichThese reducesarrangements reduce the Company’s exposure to commodity-driven revenue streams, including bitcoin price volatility, as the Company’sits revenue mix continues to shift toward contracted HPC leasing. TheseThey arrangementsalso provide long-datedlong-term revenue visibility, support project-level financing,financing and reduce cash flowcash-flow volatility as the platform scales. Credit enhancement associated with certain customer contracts has been aan keyimportant factor in accelerating development timelines and enablingfacilitating third-party financing.
Each campus is designed for modular, multi-phase expansion. Initial phases are intended to deliver near-term contracted capacity, while subsequent phases are aligned with customer deployment schedules and infrastructure readiness, including power availability and interconnection timing. Management believes this phased approach allows the Company to scale efficiently while maintaining capital discipline.
While the Company currently derives a significant portion of its revenue from bitcoin mining, HPC hostingleasing is now the Company’s primary growth driver and operating focus.
In July 2026, the Company entered into a definitive agreement selling its entire 50.1% equity interest in the Abernathy Joint Venture to a group of purchasers for an aggregate cash consideration of approximately $530.0 million, representing a premium to the Company's invested capital. The consideration is payable in installments in 2026 and 2027. The Company believes this sales transaction realizes the value created through the Company's initial investment and provides capital for redeployment into wholly owned AI infrastructure, where the Company retains direct ownership, customer relationships, and operational control.
Justified Data Campus
Management believes the Abernathy Joint Venture reflects the extension of the Company’s commercial relationship with Fluidstack, supported by continued credit enhancement from Google, to an additional site.
Hawesville Site
In February 2026, the Company entered into an Agreement of Purchase and Sale for a former industrial site in Hawesville, Kentucky (the “HawesvilleJustified SiteData Campus”). The HawesvilleJustified SiteData Campus is a strategically located brownfield infrastructure site which includes more than 250 buildable acres with immediate access to power infrastructure, including multiple high-voltage transmission lines, an on-site energized substation, and a direct connection to the regional transmission network. WeThe planCompany plans on constructing and operating a HPC/AI data center on the HawesvilleJustified SiteData and are in discussions with potential customers for the site.Campus. The HawesvilleJustified SiteData Campus has up to 480 MW of gross power availability; construction is expected to commence in 2026, with a phased buildout extending through 2027, subject to site planning and permitting approvals. HawesvilleIn July 2026, the Company entered into a long-term datacenter lease agreement with Anthropic for approximately 401 MW of critical IT load at the Justified Data Campus. Initial capacity is expected to be placed into service during the second half of 2027, with the campus ramping to the full 401 MW by early 2028. The Justified Data Campus is expected to further diversify the Company’s geographic footprint and support futuregrowing customer demand for large-scale HPC customer demand.infrastructure.
Muskie Data Campus
In May 2026, the Company acquired 100% of the membership interests of Industrial Equity Partners LLC, which owned or held contractual rights to purchase approximately 308 acres of land in Grayson, Kentucky (the "Muskie Data Campus"). The Muskie Data Campus is a hyperscale HPC/AI development site.
Transmission infrastructure and energy service agreements for the Muskie Data Campus were executed concurrently with the Membership Interest Purchase Agreement pursuant to the applicable Industrial General Service tariff structure for large loads, establishing a clear pathway to long-term, large-scale power delivery. The energy services agreement with Kentucky Power Company, an AEP Company, provides for 1,000 MW of contracted electric service. Energy service is expected to commence in the fourth quarter of 2028.
Kentucky Power Company is also constructing a 345 kV substation connected to the existing 765 kV transmission network, providing redundant, utility-scale power infrastructure designed to support the full 1,000 MW Muskie Data Campus. Along with the Company's 480 MW Justified Data Campus, the Muskie Data Campus represents the Company’s second major digital infrastructure campus in Kentucky. This further expands the Company’s presence in a state that continues to emerge as an attractive market for large-scale AI and HPC development due to its robust energy infrastructure, supportive business environment, and strong engagement from state and local stakeholders.
As of MarchJune 31,30, 2026, the Lake Mariner Data Campus operated 145 MW of legacy bitcoin mining capacity and had 6081 MW of critical IT HPC capacity. The campus is undergoing phased expansion to support additional HPC contracted deployments with gross capacity of approximately 500 MW in the near term,aterm, and with potential expansion to approximately 750 MW, subject to additional approvals from the NYISO. During the quarter,six months ended June 30, 2026, certain mining facilities were curtailed or repurposed to support HPC development, consistent with the Company’s strategic transition. In July 2026, TeraWulf had energized 102 MW of critical IT HPC leasing capacity at the Lake Mariner Data Campus.
TeraWulf operates the Lake Mariner Data Campus through its subsidiaries La Lupa Data LLC (“La Lupa”) and Akela Data LLC (“Akela”). Collectively, La Lupa and Akela represent 438 MW of contracted critical IT HPC capacity at the Lake Mariner Data Campus, with some deliveries having commenced in 2025 and during the six months ended June 30, 2026, and others extending into 2026.the second half of 2026 and early 2027.
In December 2024, La Lupa entered into long-term data center lease agreements with Core42 (the “Core42 Leases”), pursuant to which we committed to deliver 60 MW of critical IT load. The Core42 Leases have an initial ten-year term with two five-year renewal options and include customary provisions governing operating standards, service levels, and expansion rights. Construction commenced in 2024 and continued into 2025 and 2026; commissioning activities commenced in 2025 with phased deliveries aligned to meet Core42’s deployment schedule. Operationally, we continue to execute on our buildout. As of MarchJune 31,30, 2026, we had fully delivered CB-2, representing the full contracted capacity under the Core42 Leases currently in service.
In August 2025, Akela entered into three data center lease agreements (the “Akela Fluidstack Leases”) with Fluidstack USA I Inc. (together with its affiliates, “Fluidstack”), a leading AI cloud platform. Under the Akela Fluidstack Leases, we will provide 378 MW of critical IT load at the Lake Mariner Data Campus, which represents the majority of the remaining contracted HPC capacity at the Lake Mariner Data Campus. TheAs of June 30, 2026, one of the Akela facilitiesFluidstack Leases had partially commenced and the remaining leases are beingexpected developedto commence in multiplethe phases,second withhalf constructionof having2026 commencedand in 2025early and delivery expected in 2026.2027.
The Abernathy HPC Campus reflects the extension of our relationship with Fluidstack, also supported by credit enhancement from Google, to an additional site in Texas. The campus is being developed through a joint venture in which we hold a 50.1% ownership interest.
In October 2025, wethe Company entered into an amended and restated limited liability company agreement (the “Abernathy Joint Venture Agreement”) with Fluidstack CS I Inc. (the “Fluidstack Member”) to govern the terms of operation of FS CS 1 LLC (the “Abernathy Joint Venture”), which will develop, lease and operate the Abernathy HPC Campus.
On July 6, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Fluidstack Member and certain other purchasers (collectively, the “Purchasers”) selling to the Purchasers all of the Company’s 50.1% membership interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530.0 million. As a result of this transaction, the Company no longer holds an equity interest in the Abernathy Joint Venture.
The Abernathy HPC Campus is designed for 168 MW critical IT load, representing the full build-out of the site. This capacity is fully pre-leased to Fluidstack USA III under a 25-year data center lease with built-in rent escalators and options for term contraction (the “Abernathy Fluidstack Lease” and, together with the Akela Fluidstack Leases, the “Fluidstack Leases”). Construction is proceeding in phases, with completion and delivery currently targeted for the second half of 2026.
Similar to Akela, the Abernathy Fluidstack Lease benefits from credit support from Google, which provides financial support for Fluidstack’s obligations under the sublease, materially strengthening the risk profile of our contracted revenues and facilitating third-party financing.
The development of the AbernathyJustified HPCData Campus through the Abernathy Joint Venture and the HawesvilleMuskie SiteData provideCampus provides the Company with meaningful regional diversification. By expanding its HPC platform beyond New York into the Southwestregions Poweroperated Poolby andthe Mid-continent Independent System Operator regions,(“MISO”) and PJM Interconnection, L.L.C. (“PJM”), the Company reduces its concentration riskin relatedany tosingle power markets,market, regulatory frameworks,framework weatheror events,geographic construction timelines, and operational disruptions.area.
Geographic diversification also helps mitigatereduces the potentialCompany’s impactexposure ofto localized physicalweather securityevents, incidents,construction natural disasters,delays and certainoperational cyber events by distributing infrastructure across multiple regions and operating environments.disruptions. Management believes this diversification enhances overall platform resilience, supports customer deployment flexibility,flexibility and strengthens the Company’s ability to maintain continuity of operations across its portfolio.
The Company’s primary sources of liquidity include cash on hand, cash generated from operations, sale proceeds from bitcoin, equity issuances, debt financing, and project-level financing arrangements. As of MarchJune 31,30, 2026, the Company had approximately $3.1$3.0 billion of cash, cash equivalents, and restricted cash. Capital requirements are driven primarily by HPC data center development, including significant capital expenditures associated with site development, electrical and mechanical infrastructure, and customer-specific fit-out.
Management expects future capital deployment to be focused onprioritize contracted HPC projects and disciplined expansion of the Company’s development pipeline, and believes its current liquidity position, together with access to capital markets and project-level financing, provides sufficient resources to fund near-term development activities.pipeline. The Company continues to evaluate debt, equity and project-level financing alternatives tobased supporton growthproject requirements, customer commitments and prevailing market conditions, while managingseeking balanceto sheetmanage balance-sheet risk.
The Company expects future results to be increasingly influenced by the development and operation of its HPC data center platform. As contracted HPC capacity is delivered and energized under existing hosting arrangements, and legacy bitcoin mining operationsinfrastructure areis further reducedcurtailed or repurposed, managementthe Company expects the Company’sits revenue mix to continue shifting toward HPC leasing and away from legacy bitcoin mining operations.leasing.
The table below presents the lease and nonlease components of HPC lease revenue for the three and six months ended MarchJune 31,30, 2026 and 2025:
(1) All of the Core42 Leases and part of the one of the Akela Fluidstack Leases have commenced which comprised 6081 critical IT MW of HPC lease capacity as of MarchJune 31,30, 2026.
As of MarchJune 31,30, 2026, we owned approximately 54,10053,700 miners, with approximately 35,50028,300 operational at our bitcoin mining facilities on the Lake Mariner Data Campus (the “LMD Bitcoin Mining Facilities”) and the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:
As of MarchJune 31,30, 2026, our fleet of miners ranged in age from 0.91.0 yearsyear to 3.84.1 years with an average age of approximately 1.61.8 years. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of MarchJune 31,30, 2026, our fleet of miners at the LMD Bitcoin Mining Facilities had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“j/th”) and has an average energy efficiency of 17.217.6 j/th.
The table below presents our miner efficiency and computing power as compared to the global computing power as of MarchJune 31,30, 2026 and 2025:
(2) Joules of energy required to produce each terahash of processing power (3) While nameplate at the LMD Bitcoin Mining Facilities was 10.910.6 EH/s and 12.212.8 EH/s as of MarchJune 31,30, 2026 and 2025, respectively, actual operational hashrate depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
As of MarchJune 31,30, 2026, our operational hashrate represented approximately 0.9%0.6% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this translated to approximately 1 bitcoin mined per day. To maintain profitably, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses.
The table below presents the average cost of mining each bitcoin, including bitcoin mined at the LMD Bitcoin Mining Facilities for the three and six months ended MarchJune 31,30, 2026 and 2025 and the total energy cost per kWh utilized within the facilities.
(1) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company does not consider the sunk costs or depreciation of past capital investments in its historical or forecasted breakeven analysis. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $79,845$52,939 and $37,316$68,305 for the three and six months ended MarchJune 31,30, 20262026, and 2025 respectively,respectively. bringing the total “cost to mine one bitcoin” to $79,464$97,486 and $103,472$91,101 for the three and six months ended MarchJune 31,30, 20262026, respectively. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $33,745 and $35,294 for the three and six months ended June 30, 2025, bringing the total “cost to mine one bitcoin” to $79,353 and $89,788 for the three and six months ended June 30, 2025, respectively.
Power costs are the most significant expense in our bitcoin mining operations. During the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company incurred gross power costs of $14.0$11.2 million and $27.4$25.2 million, respectively. In addition, during the three and six months ended MarchJune 31,30, 2026 and 2025, the Company curtailed operations at the LMD Bitcoin Mining Facilities in response to weather events, energy price spikes, and participation in demand response programs. The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $14.1$2.8 million and $2.8$16.9 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and 2025,$3.1 respectively.million and $5.9 million for the three and six months ended June 30, 2025. During the threesix months ended MarchJune 31,30, 2026, there were significant curtailment periods for the Company’s bitcoin mining operations due to sustained low temperatures throughout the Northeastern United States which led to significantly reduced power consumption and significantly higher demand response proceeds for the Lake Mariner Data facility resulting in a netlower negativethan realizedtypical cost of power for the period.
Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the LMD Bitcoin Mining Facilities, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency. Energy prices are also highly sensitive to weather conditions, such as winter storms and polar vortices, which can increase regional power demand and drive up costs. During such events, we may curtail operations to avoid consuming power at peak rates, or we may be curtailed under demand response programs in which we participate. The average aggregate realized power prices at the LMD Bitcoin Mining Facilities were $(0.001)$0.049 and $0.081$0.024 per kilowatt hour during the three and six months ended MarchJune 31,30, 20262026, respectively, and 2025,$0.053 respectively.and $0.065 the three and six months ended June 30, 2025.
During the three and six months ended MarchJune 31,30, 2026, the Company recorded accelerated depreciation expense of $11.9$2.6 million and $14.5 million, respectively, related to a certain miner building and related miners of which the Company shortened their useful lives based on expected shutdown of operations for purposes of supporting the HPC operations. The Company did not recorded accelerated depreciation expense during the three and six months ended MarchJune 31,30, 2025. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain cases. However, if depreciation were included in the cost of mining analysis, it would add $79,845$52,939 and $37,316 per bitcoin mined$68,305 for the three and six months ended MarchJune 31,30, 20262026, respectively. and $33,745 and $35,294 for the three and six months ended June 30, 2025, respectively.
In July 2026, the Company amended certain of the Akela Fluidstack Leases to increase the aggregate contracted critical IT load under two leases from 162 MW to 168 MW. The amendments also provide for commencement on a data hall-by-data hall basis, with the affected leases expected to commence in phases during the second half of 2026 and early 2027. In connection with certain tenant-requested scope changes, the Company will receive additional base rent per kilowatt of tenant critical power beginning on the applicable data hall commencement date, subject to annual escalation.
In July 2026, the Company entered into a long-term datacenter lease agreement with Anthropic PBC (the “Anthropic HPC Lease”) for specified datacenter infrastructure at the Justified Data Campus to support Anthropic’s HPC operations. Under the Anthropic HPC Lease, the Company will provide approximately 401 MW of critical IT load. The Anthropic HPC Lease has an initial term of 20 years commencing upon delivery of the applicable leased premises and includes two five-year extension options exercisable by Anthropic. Delivery is expected to occur in phases, with initial capacity expected in the second half of 2027 and full delivery expected in early 2028.
In July 2026, the Company entered into a purchase agreement with the Purchasers selling its entire 50.1% membership interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530.0 million. As a result of this transaction, the Company no longer holds an equity interest in the Abernathy Joint Venture.
Subsequent to March 31, 2026 and through to May 8, 2026, the Company sold, pursuant to the ATM Program, 10,326,000 shares of Common Stock for gross proceeds of $190.9 million and no amounts remained available for sale under the ATM Program.
On April 16, 2026, the Company closed a stock offering of 54,510,000 shares of Common Stock at a public offering price of $19.00 per share, resulting in gross proceeds of approximately $1,035.7 million, before deducting underwriting discounts and commissions and other offering expenses.
On April 16, 2026, the Company repaid the outstanding $100.0 million principal amount under the Bridge Credit Agreement, together with $0.4 million of accrued interest and accrued agency fees, and terminated the Bridge Credit Agreement as a result of the Company’s public offering of 54,510,000 shares (see Note 18). In connection with the termination of the Bridge Credit Agreement, the Company will write off the remaining unamortized debt issuance costs and recognize a loss on extinguishment of debt of $7.3 million in the second quarter of 2026.
In April 2026, the 2031 Convertible Notes became convertible at the option of the holder based on the achievement of the 2031 Sale Price Conversion Event.
On May 7, 2026, the Company entered into a revolving credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, which provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) with aggregate commitments of $250.0 million. The Revolving Credit Facility matures on May 7, 2030, subject to a springing maturity date of 91 days prior to the maturity date of the 2030 Convertible Notes if certain conditions exist.
From the closing date to the earliest commencement date to occur under the Fluidstack HPC Leases (the “First Commencement Date”), borrowings under the Revolving Credit Facility will bear interest at a rate equal to, at the Company’s option, either (i) a Term SOFR determined by reference to the secured overnight financing rate published by an administrator therefor, plus a margin of 1.75% per annum or (ii) the ABR (as defined) plus a margin of 0.75% per annum. Thereafter, the applicable margin may range from 1.25% to 1.75% for Term SOFR loans and 0.25% to 0.75% for ABR loans based on the Company’s consolidated total debt to market capitalization ratio (as defined). The obligations under the Revolving Credit Facility are secured by substantially all assets of the Company and certain assets of certain of the Company’s subsidiaries, in each case, subject to certain excluded assets (as defined). The Credit Agreement contains customary restrictive covenants, as well as a minimum liquidity covenant.
Total revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $34.0$44.8 million and $34.4$47.6 million, respectively, representing a decrease of $0.4$2.8 million. Total revenue for the six months ended June 30, 2026 and 2025 was $78.8 million and $82.0 million, respectively, representing a decrease of $3.2 million. These changes were a result of the factors described below.
Digital asset revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $13.0$12.8 million and $34.4$47.6 million, respectively, a decrease of $21.4$34.8 million. Digital asset revenue for the six months ended June 30, 2026 and 2025 was $25.8 million and $82.0 million, respectively, a decrease of $56.2 million. During the threesix months ended MarchJune 31,30, 2026, two miner buildings were repurposed or placed out of service to support the HPC development at the Lake Mariner Data Campus and the Company significantly curtailed its bitcoin operations resulting in total bitcoin mined of 168179 bitcoin during the three months ended MarchJune 31,30, 2026 as compared to 372485 bitcoin mined during the same period in the prior year, and 347 bitcoin mined during the six months ended June 30, 2026 as compared to 857 bitcoin mined during the same period in the prior year. Additionally, the average price of bitcoin during the three months ended March 31, 2026 decreased to $77,739 as compared to $93,522 during the three months ended March 31, 2025.
Bitcoin prices averaged $71,704 and $74,424 per bitcoin during the three and six months ended June 30, 2026, respectively, as compared to $98,434 and $95,992 per bitcoin during the three and six months ended June 30, 2025, respectively.
HPC lease revenue for the three and six month ended MarchJune 31,30, 2026 was $21.0$31.9 million.million Inand July$53.0 million, respectively. As of June 30, 2025, the Company had not commenced itsany HPC leasing operations and as of March 31, 2026, had energized 60 critical IT MW of HPC leasing capacity at the Lake Mariner Data Campus.operations.
Cost of revenue (excluding depreciation) for the three months ended June 30, 2026 and 2025 was $12.4 million and $22.1 million, respectively, representing a decrease of $9.7 million. The decrease was primarily driven by a decrease in gross power costs of $14.5 million related to bitcoin mining operations due to reduced bitcoin mining power consumption as the Company curtailed its mining operations and repurposed two miner buildings to support the expansion of HPC operations at the Lake Mariner Data Campus. This decrease was partially offset by an increase in gross power costs of $4.5 million related to HPC leasing activities and $2.4 million of costs incurred by the Company in connection with its fit-out services under the HPC Leases.
WULF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 3 trade dates, 11,968 shares, about $190.0K) and open-market sales in 7 filings (4 insiders, 9 trade dates, 1,463,801 shares, about $21.9M; 3 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -1,451,833 (purchases minus sales); net value about -$21.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Prager Lisa A. |
Grant/award | 1,690 | — | — |
| 2026-09-30 | Carter Walter E. |
Grant/award | 2,112 | — | — |
| 2026-09-30 | Bucella Michael C. |
Grant/award | 1,690 | — | — |
| 2026-09-29 | Khan Nazar M. |
Option exercise | 666,667 | — | — |
| 2026-09-15 | Bucella Michael C. |
Open-market purchase | 6,085 | $14.79 | $90.0K |
| 2026-09-08 | Motz Catherine J. |
Open-market sale | 56,023 | $17.81 | $997.8K |
| 2026-08-31 | Carter Walter E. |
Open-market sale | 130,626 | $15.14 | $2.0M |
| 2026-08-27 | Prager Paul B. |
Open-market sale |
137,500 | $17.06 | $2.3M |
| 2026-08-17 | Bucella Michael C. |
Open-market purchase | 2,860 | $17.47 | $50.0K |
| 2026-08-16 | Tanimoto William Joseph |
Option exercise | 6,666 | — | — |
| 2026-08-14 | Bucella Michael C. |
Open-market purchase | 3,023 | $16.54 | $50.0K |
| 2026-08-03 | Langlais Kerri M. |
Disposition to issuer | 276,500 | — | — |
| 2026-08-01 | Langlais Kerri M. |
Option exercise | 500,000 | — | — |
| 2026-08-01 | Fleury Patrick |
Option exercise | 500,000 | — | — |
| 2026-06-30 | Prager Lisa A. |
Grant/award | 1,013 | — | — |
| 2026-06-30 | Carter Walter E. |
Grant/award | 1,266 | — | — |
| 2026-06-30 | Bucella Michael C. |
Grant/award | 1,013 | — | — |
| 2026-06-29 | Prager Paul B. |
Open-market sale |
137,500 | $26.60 | $3.7M |
| 2026-06-24 | Tanimoto William Joseph |
Option exercise | 10,000 | — | — |
| 2026-06-23 | Prager Lisa A. |
Option exercise | 56,023 | — | — |
| 2026-06-23 | Pincus Steven T. |
Option exercise | 63,026 | — | — |
| 2026-06-23 | Motz Catherine J. |
Option exercise | 56,023 | — | — |
| 2026-06-23 | Fabiano Amanda |
Option exercise | 56,023 | — | — |
| 2026-06-23 | Carter Walter E. |
Option exercise | 56,023 | — | — |
| 2026-06-23 | Bucella Michael C. |
Option exercise | 56,023 | — | — |
| 2026-05-27 | Prager Paul B. |
Open-market sale |
56,801 | $26.57 | $1.5M |
| 2026-05-27 | Prager Paul B. |
Open-market sale |
109,849 | $25.58 | $2.8M |
| 2026-05-26 | Prager Paul B. |
Open-market sale |
166,650 | $24.43 | $4.1M |
| 2026-05-18 | Prager Paul B. |
Option exercise | 981,161 | — | — |
| 2026-05-18 | Prager Paul B. |
Disposition to issuer | 542,582 | — | — |
| 2026-05-18 | Khan Nazar M. |
Option exercise | 817,634 | — | — |
| 2026-05-18 | Khan Nazar M. |
Disposition to issuer | 452,151 | — | — |
| 2026-05-18 | Langlais Kerri M. |
Disposition to issuer | 180,860 | — | — |
| 2026-05-18 | Langlais Kerri M. |
Option exercise | 327,054 | — | — |
| 2026-05-18 | Fleury Patrick |
Disposition to issuer | 128,695 | — | — |
| 2026-05-18 | Fleury Patrick |
Option exercise | 327,054 | — | — |
| 2026-05-06 | Prager Paul B. |
Option exercise | 981,162 | — | — |
| 2026-05-06 | Prager Paul B. |
Disposition to issuer | 542,582 | — | — |
| 2026-05-06 | Khan Nazar M. |
Option exercise | 817,635 | — | — |
| 2026-05-06 | Khan Nazar M. |
Disposition to issuer | 452,152 | — | — |
| 2026-05-06 | Langlais Kerri M. |
Option exercise | 327,054 | — | — |
| 2026-05-06 | Langlais Kerri M. |
Disposition to issuer | 180,860 | — | — |
| 2026-05-06 | Fleury Patrick |
Option exercise | 327,054 | — | — |
| 2026-05-06 | Fleury Patrick |
Disposition to issuer | 128,695 | — | — |
| 2026-04-28 | Prager Paul B. |
Open-market sale | 100 | $21.29 | $2.1K |
| 2026-04-28 | Prager Paul B. |
Open-market sale | 79,100 | $20.62 | $1.6M |
| 2026-04-27 | Prager Paul B. |
Open-market sale | 56,909 | $21.20 | $1.2M |
| 2026-04-27 | Prager Paul B. |
Open-market sale | 80,591 | $20.51 | $1.7M |
| 2026-04-24 | Langlais Kerri M. |
Disposition to issuer | 180,860 | — | — |
| 2026-04-24 | Langlais Kerri M. |
Option exercise | 327,054 | — | — |
| 2026-04-24 | Prager Paul B. |
Option exercise | 981,162 | — | — |
| 2026-04-24 | Prager Paul B. |
Disposition to issuer | 542,582 | — | — |
| 2026-04-24 | Fleury Patrick |
Disposition to issuer | 128,695 | — | — |
| 2026-04-24 | Fleury Patrick |
Option exercise | 327,054 | — | — |
| 2026-04-24 | Khan Nazar M. |
Open-market sale | 452,152 | — | — |
| 2026-04-24 | Khan Nazar M. |
Option exercise | 817,635 | — | — |
| 2026-04-14 | Prager Paul B. |
Disposition to issuer | 535,422 | — | — |
| 2026-04-14 | Prager Paul B. |
Option exercise | 981,162 | — | — |
| 2026-04-14 | Khan Nazar M. |
Disposition to issuer | 444,992 | — | — |
| 2026-04-14 | Khan Nazar M. |
Option exercise | 817,635 | — | — |
Well-known investors holding WULF (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Lone Pine Capital (Stephen Mandel) | 2026-06-30 | 24,144,625 | $596.4M | 3.65% | Added 21% |
| Two Sigma Investments | 2026-06-30 | 11,495,860 | $283.9M | 0.21% | Added 47% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 7,095,725 | $175.3M | 0.1% | Added 151% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 5,173,625 | $127.8M | 0.2% | Added 65% |
| Millennium Management (Israel Englander) | 2026-06-30 | 3,511,404 | $86.7M | 0.06% | Added 112% |
| D. E. Shaw & Co. | 2026-06-30 | 3,367,041 | $83.2M | 0.05% | Reduced 20% |
| Polen Capital Management | 2026-06-30 | 563,139 | $13.9M | 0.12% | Added 429% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 463,701 | $11.5M | 0.0% | Added 55% |
| Bridgewater Associates | 2026-06-30 | 89,081 | $2.2M | 0.01% | Reduced 54% |