Terawulf Inc SEC Filings

TeraWulf Inc. Chief Accounting Officer William Joseph Tanimoto reported equity award activity involving company stock. On January 9, 2026, 16,667 restricted stock units converted into an equal number of common shares as they vested on the second anniversary of a January 9, 2024 grant, contingent on continued employment.

On the same date, 5,296 common shares were automatically disposed of to cover taxes from Mr. Tanimoto’s net settlement election for the RSU vesting. After these transactions, he directly held 38,898 shares of common stock and 16,666 restricted stock units, with the remaining units scheduled to vest on the third anniversary of January 9, 2024, subject to continued service.

TeraWulf Inc. reports that Flash Compute LLC, an entity indirectly majority-owned through its subsidiary Big Country Wulf LLC, has upsized and priced a private debt offering. Flash Compute plans to issue $1.3 billion aggregate principal amount of senior secured notes due 2030, increased from a previously announced $1.275 billion. The notes are priced at 7.250% and will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

The transaction is expected to close on December 29, 2025, subject to market and other conditions. Flash Compute is a wholly-owned subsidiary of FS CS I LLC, whose equity is owned 50.1% by TeraWulf’s subsidiary Big Country Wulf LLC and 49.9% by Fluidstack CS I Inc., tying this large financing to a jointly owned structure.

TeraWulf Inc. furnished an update on December 18, 2025, providing selected slides from an investor presentation that will be used by Flash Compute LLC in meetings related to an offering. Flash Compute is a wholly owned subsidiary of FS CS I LLC, whose equity is owned 50.1% by Big Country Wulf LLC, a TeraWulf subsidiary, and 49.9% by Fluidstack CS I Inc., an indirect subsidiary of Fluidstack Ltd. The slides are provided as Exhibit 99.1 and are being furnished, not filed, so they are not subject to certain Exchange Act liability provisions or automatically incorporated into other SEC filings.

The filing also includes extensive forward-looking statement cautions, highlighting risks such as TeraWulf’s ability to attract customers to lease its high-performance computing data centers, execute data center lease agreements, and develop a new data center campus in Abernathy, Texas. It notes dependencies on adequate financing, power availability and cost, regulatory changes, cybersecurity threats, and broader economic and geopolitical conditions.

TeraWulf Inc. reports that its affiliate Flash Compute LLC intends to offer $1.275 billion aggregate principal amount of senior secured notes due 2030 in a private offering to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. The company also made available selected slides from an investor presentation that Flash Compute will use in connection with this planned notes offering, which are provided as an exhibit.

TeraWulf Inc. director Michael C. Bucella reported two recent equity transactions in the company’s stock. On December 9, 2025, 250 shares of Series A Convertible Preferred Stock were mandatorily converted into 35,487 shares of common stock under the issuer’s certificate of designations at a conversion price of $10.00 per preferred share.

On November 13, 2025, he purchased 4,178 shares of TeraWulf common stock in open-market transactions at a weighted average price of $12.01 per share, with individual trade prices ranging from $11.80 to $12.03. These transactions increase his direct equity ownership in the company as a director.

TeraWulf Inc. director Steven T. Pincus had 50 shares of Series A Convertible Preferred Stock mandatorily converted by the company into 7,097 shares of common stock on 12/09/2025, as part of a mandatory conversion of all preferred shares.

After this transaction, he beneficially owns 336,365 shares of TeraWulf common stock directly and no longer holds any Series A Convertible Preferred Stock. The conversion price for the preferred stock was $10.00 per share of Preferred Stock, as previously disclosed by the company.

Terawulf Inc. insider Kerri M. Langlais, a director and Chief Strategy Officer, reported a mandatory conversion of preferred stock into common shares.

On 12/09/2025, 251 shares of Series A Convertible Preferred Stock were converted into 35,629 shares of common stock under the issuer’s mandatory conversion of all Preferred Stock. After this transaction, Langlais beneficially owned 3,572,105 Terawulf common shares directly and 864,701 shares indirectly through the Langlais Family 2021 GST Trust.

TeraWulf Inc. is mandatorily converting all outstanding Series A Convertible Preferred Stock into approximately 1.215 million shares of common stock on December 9, 2025, under its Certificate of Designations. The company states that the conversion conditions were met after its common stock traded above 130% of the $10.00 conversion price (above $13.00) on at least five trading days between November 4 and November 24, 2025. TeraWulf reports about 419 million shares of common stock currently outstanding and expects roughly 420 million shares to be outstanding after settlement of the conversion, assuming no other issuances. After the conversion, no shares of Series A Convertible Preferred Stock will remain outstanding and no additional dividends will accrue on that preferred stock. Holders may still exercise an optional conversion right before the close of business on December 8, 2025, but such early conversion does not include accrued and unpaid regular dividends after the conversion date.

TeraWulf Inc. insider Paul B. Prager, the company’s Chief Executive Officer, director, and 10% owner, reported an internal reallocation of his holdings in TeraWulf common stock. On 11/20/2025, three million shares of common stock were contributed from his affiliate Riesling Power LLC to the Riesling Goods and Services Trust for no consideration, which is shown as a disposition of 3,000,000 shares in the filing. After this and related internal transfers, Prager reports beneficial ownership of TeraWulf shares held directly and through several entities, including 35,554,688 shares indirectly through Riesling Power LLC, 4,968,852 shares through Beowulf E&D Holdings Inc., 1,100,000 shares through Stammtisch Investments LLC, 938,700 shares held directly, and 5,000 shares through Heorot Power Holdings LLC. The filing notes these entity holdings may be attributed to him under beneficial ownership rules, while he disclaims ownership beyond his economic interest.