Terawulf Inc SEC Filings

TeraWulf Inc. reported Q3 results and expanded into HPC leasing. Total revenue was $50.6 million, up from $27.1 million a year ago, driven by digital asset revenue of $43.4 million and new HPC lease revenue of $7.2 million. Segment profit was $23.8 million for Digital Asset Mining and $5.2 million for HPC Leasing. The company recorded a net loss of $(455.1) million, primarily due to a non-cash $(424.6) million change in the fair value of warrant and derivative liabilities.

Cash and cash equivalents were $711.3 million as of September 30, 2025, supported by $975.3 million in net proceeds from convertible notes during the period. Convertible notes were $1,060.2 million, and warrant liabilities totaled $839.5 million (current and noncurrent). Property, plant and equipment reached $861.8 million, reflecting significant infrastructure buildout. Total assets were $2,454.4 million and total stockholders’ equity was $247.3 million. There were 418,681,881 shares of common stock outstanding as of November 7, 2025.

TeraWulf Inc. furnished an update on its business, announcing third-quarter 2025 results via a press release and posting an investor presentation. The press release is included as Exhibit 99.1 and the presentation as Exhibit 99.2, and the company may use these materials during its earnings call.

The disclosures are provided under Items 2.02 and 7.01 and are furnished, not filed, which limits Section 18 liability and prevents automatic incorporation by reference into other filings. The presentation is also available on the company’s investor website.

TeraWulf Inc. completed a private offering of 0.00% Convertible Senior Notes due 2032, issuing an aggregate principal amount of $1.025 billion, including $125.0 million from the Initial Purchasers’ option exercised in full. The notes were sold at 100% of principal under Rule 144A, generating net proceeds of approximately $999.7 million.

The company plans to use the proceeds to fund part of a data center campus in Abernathy, Texas and for general corporate purposes. The notes are senior unsecured, bear no regular interest, and mature on May 1, 2032. They are initially convertible at 50.1567 shares per $1,000 (an initial conversion price of about $19.94 per share). Prior to May 6, 2029, the notes are not redeemable; on or after that date, TeraWulf may redeem them at par if the stock trades at least 130% of the conversion price for the specified period. Upon conversion, the company will settle principal in cash and any excess in cash, stock, or a combination, at its election.

TeraWulf Inc. (WULF) announced the upsize and pricing of a private offering of $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers have a 13-day option to buy up to an additional $125 million of notes.

The company estimates net proceeds of $877.6 million (or $999.7 million if the option is fully exercised). Closing is expected on October 31, 2025, subject to customary conditions. TeraWulf plans to use the proceeds to fund a portion of the construction cost of its data center campus in Abernathy, Texas and for general corporate purposes.

TeraWulf Inc. announced an intention to offer $500 million aggregate principal amount of convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The company also plans to grant initial purchasers a 13‑day option to buy up to an additional $75 million of notes, beginning on and including the date the notes are first issued.

The potential offering is subject to market conditions and other factors. The company stated this announcement does not constitute an offer to sell or a solicitation to buy any securities.

TeraWulf Inc. entered a joint venture with a subsidiary of Fluidstack to develop and operate the Abernathy HPC Campus in Texas, with TeraWulf initially owning 50.1% (targeting 51% upon required equity contributions) and designating three of five managers.

An affiliate of Fluidstack signed a 25-year lease for 168 MW of critical IT load, with construction delivery expected in the second half of 2026. The total estimated build cost is $8–$10 million per MW, and contracted 25-year revenue to the joint venture is expected to total approximately $9.5 billion. During years two to three after operations commence, Fluidstack may purchase 6%–11% of total JV equity from TeraWulf, subject to the delay condition stated.

Google LLC entered a recognition agreement providing a backstop totaling $1.3 billion, which begins amortization at rent commencement and amortizes over 10 years. In a payment default or insolvency of the tenant, Google may terminate the lease and pay a termination fee, or assume the lease at a discounted rent rate. Each member has pro rata capital rights; TeraWulf must fund any shortfall if Fluidstack elects not to contribute.

TeraWulf Inc. announced that wholly owned subsidiary WULF Compute LLC completed a private offering of $3.2 billion of 7.750% Senior Secured Notes due 2030, issued at 100% of principal. The notes were sold to qualified institutional buyers under Rule 144A. WULF Compute intends to use the net proceeds to help finance the Lake Mariner data center expansion in Barker, New York.

The notes pay interest semiannually on April 15 and October 15, starting April 15, 2026, and mature on October 15, 2030. Principal amortizes semiannually per the Indenture; amounts tied to new data center buildings begin only after each building is completed. Optional redemption is permitted at set prices on or after October 15, 2027, with a make‑whole call available earlier and an equity proceeds redemption feature of up to 40% before that date. Covenants limit additional debt, liens, restricted payments, certain investments, asset sales, affiliate transactions, and mergers, and include a change‑of‑control repurchase at 101% plus accrued interest. TeraWulf will provide a completion guarantee for the expansion.

TeraWulf (WULF) reported an insider equity grant on a Form 4. The company’s Chief Accounting Officer received 30,000 restricted stock units (RSUs) on October 16, 2025.

Each RSU represents the right to receive one share of common stock. The RSUs vest in three equal installments on the first, second, and third anniversaries of October 16, 2025, subject to continued service. Following the award, the reporting person shows 30,000 derivative securities beneficially owned, held directly.

TeraWulf (WULF) reported an insider transaction by CEO and Director Paul B. Prager. On 10/17/2025, 1,173,272 shares of common stock were acquired indirectly when the issuer issued shares to Beowulf E&D Holdings Inc. as earnout consideration under a Membership Interest Purchase Agreement. The earnout was triggered at the closing of the issuer’s $1 billion private offering of convertible notes on August 21, 2025, with issuance deferred until stockholder approval to increase authorized common shares.

Following the reported transaction, beneficial holdings are listed as 4,968,852 shares indirect via Beowulf E&D Holdings Inc.; 39,654,688 shares indirect via Riesling Power LLC; 938,700 shares direct; and 5,000 shares indirect via Heorot Power Holdings LLC. The filing describes the reporting person’s positions in related entities that may result in deemed beneficial ownership under Section 13(d).