[8-K] TeraWulf Inc. Reports Material Event

Rhea-AI Filing Summary

TeraWulf announced that its indirect subsidiary Akela Data LLC entered into two data center lease agreements with Fluidstack to occupy more than 200 MW of critical IT load at the Lake Mariner campus for high-performance computing operations. Akela will deliver the Premises in two phases during 2026, and Fluidstack’s rent obligations begin on each phase’s completion date and continue for a 10-year term.

To support the leases, Akela, Fluidstack and Google LLC executed recognition agreements under which Google will backstop certain Fluidstack lease obligations; on tenant payment default or insolvency, Google may pay the termination fee or assume the lease. In exchange, TeraWulf issued Google warrants to purchase 41,011,803 common shares at <$0.01> per share, pledged to lenders until the Google backstop is effective. Akela will pay a $30 million initial commission to CBRE and an additional ~<$20 million> if further capacity is leased by March 31, 2026.

Positive

• Over 200 MW of committed HPC capacity at Lake Mariner, providing long-term revenue potential under 10-year lease terms
• Google recognition/backstop reduces tenant credit risk by allowing Google to pay termination fees or assume leases on default
• Two-phase delivery in 2026 stages development and revenue commencement tied to completion dates

Negative

• Issuance of 41,011,803 warrants at an exercise price of $0.01 represents a substantial potential equity overhang and dilution
• $30 million initial commission to CBRE and ~<$20 million> additional contingent fee increase upfront transaction costs
• Construction and financing obligations remain with Akela and expose the company to execution and project financing risk

Insights

Financial Analyst

TL;DR Large long-term HPC leases add substantial capacity and predictable rent, but the Google-backed structure and warrants materially affect capital structure.

The two Fluidstack leases provide over 200 MW of HPC capacity at Lake Mariner with 10-year rent terms, which should create long-duration revenue once phases are delivered in 2026. Google’s recognition agreements reduce tenant credit risk by offering a backstop that can stabilize cash flows in default scenarios. However, the issuance of 41,011,803 warrants at <$0.01> is a significant potential equity overhang until exercised, and the $30 million commission plus a possible ~$20 million contingent fee increase near-term cash obligations. Overall, this is a material operational expansion with mixed capital-structure implications.

Risk Analyst

TL;DR Google’s backstop reduces tenant credit risk, but construction, financing obligations and large warrant issuance introduce execution and dilution risks.

Google’s option to cure or assume leases meaningfully mitigates counterparty risk tied to Fluidstack performance, which is positive for lease enforceability. Nonetheless, Akela remains responsible for completing construction and securing financing to deliver the Premises in two phases in 2026, exposing the company to project execution and financing risk. The $30 million commission and potential ~$20 million payment create material transactional costs. The issuance of > 41 million warrants represents a large potential dilution if exercised; warrants are pledged to lenders until backstop effective, indicating lender protections but also complexity in capitalization. These factors increase operational and capital risks despite credit support.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

TERAWULF INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41163	87-1909475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 Federal Street

Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	WULF	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On August 13, 2025, TeraWulf Inc. (the “Company”) announced that its indirect subsidiary Akela Data LLC (“Akela”) had entered into two Datacenter Lease Agreements (the “Fluidstack Leases”) with Fluidstack USA I Inc., a Delaware corporation (“Fluidstack”), pursuant to which Akela has agreed to lease property at the Company’s Lake Mariner data center campus in upstate New York to Fluidstack, including all structures, equipment, facilities and fixtures located thereon (the “Premises”). The Premises will provide more than 200 megawatts (MW) of critical IT load for high-performance computing (“HPC”) data center operations. Akela is expected to complete construction and deliver the Premises to Fluidstack in two phases in 2026. Fluidstack’s obligations to pay rent under each of the Fluidstack Leases begin on the completion date for each lease and continue for a 10-year term.

In connection with the Fluidstack Leases, the Company entered into the following agreements.

Recognition Agreements

On August 13, 2025, Akela entered into two Recognition Agreements for CB-3 and CB-4, respectively (the “Google Recognition Agreements”), among Akela, Fluidstack and Google LLC (“Google”), pursuant to which Google has agreed to backstop (the “Google BackStop”) certain obligations of Fluidstack under the Fluidstack Leases. The Google BackStop under each Google Recognition Agreement will become effective as of the commencement date under the corresponding Fluidstack Lease.

In the event of a payment default under a Fluidstack Lease, or if Fluidstack becomes subject to an insolvency event, following notice from Akela, Google will have the option to either (i) pay the termination fee under such Fluidstack Lease or (ii) pay all rent currently due under the Fluidstack Lease and assume the Fluidstack Lease as the tenant thereunder.

The description of the Google Recognition Agreements is qualified in its entirety by reference to the full and complete terms of the Google Recognition Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On August 13, 2025, Akela entered into two additional recognition agreements with certain providers setting forth certain rights and obligations with respect to certain property to be used on the Premises in connection with the Fluidstack Leases and providing for certain cure rights in the event of a default under the Fluidstack Leases and, in certain circumstances, the right to assume the Fluidstack Leases.

Warrant Agreements

On August 13, 2025, in consideration for Google providing the Google BackStop, the Company entered into two Warrant Agreements for CB-3 and CB-4, respectively (the “Warrant Agreements”) with Google, pursuant to which the Company issued to Google warrants (the “Warrants”) to purchase a total of 41,011,803 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for an exercise price of $0.01 per share of the Common Stock. As a condition to receiving the Warrants prior to the effective dates applicable to the Google BackStop, Google has agreed to pledge the Warrants for the benefit of the lenders under certain financing transactions in connection with construction of the Premises pursuant to a customary warrant pledge agreement until such time as the Google BackStop becomes effective.

The description of the Warrant Agreements is qualified in its entirety by reference to the full and complete terms of the Warrant Agreements, a form of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 7.01. Regulation FD.

On August 14, 2025, the Company issued a press release announcing the Fluidstack Leases and related transactions and posted a related investor presentation. Copies of the press release and investor presentation are furnished hereto as Exhibits 99.1 and 99.2, respectively.

The information contained in Item 7.01 of this Report (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.

Item 8.01. Other Events.

In connection with the Fluidstack Leases, Akela has agreed to pay CBRE, Inc. an initial commission of $30 million payable in installments over time and upon the commencement dates of the CB-3 and CB-4 data center leases, and an additional commission of approximately $20 million if Akela and Fluidstack enter into a data center lease for additional capacity on or before March 31, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Form of Warrant Agreement, dated August 13, 2025, by and between TeraWulf Inc. and Google LLC.
10.1*		Form of Recognition Agreement, dated August 13, 2025, Akela Data LLC, Fluidstack USA I Inc. and Google LLC.
99.1		Press release issued by TeraWulf Inc., dated August 14, 2025.
99.2		Investor Presentation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “seek,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “strategy,” “opportunity,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) the ability to mine bitcoin profitably; (2) our ability to attract additional customers to lease our HPC data centers; (3) our ability to perform under our existing data center lease agreements; (4) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (5) the ability to implement certain business objectives, including its bitcoin mining and HPC data center development, and to timely and cost-effectively execute related projects; (6) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (7) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; (10) operational and financial risks associated with the expansion of the Lake Mariner data center, including risks associated with financing project-related costs; and (11) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: August 14, 2025

	TERAWULF INC.
	By:	/s/ Stefanie C. Fleischmann
	Name:	Stefanie C. Fleischmann
	Title:	Chief Legal Officer and Corporate Secretary

FAQ

What did TeraWulf (WULF) announce regarding Fluidstack leases?

TeraWulf's subsidiary Akela entered two leases with Fluidstack for more than 200 MW of HPC capacity at Lake Mariner, delivered in two phases in 2026 with 10-year rent terms.

What is Google’s role in the Fluidstack lease agreements for WULF?

Google LLC agreed to backstop certain Fluidstack obligations under recognition agreements, with the option to pay the termination fee or pay due rent and assume the lease upon tenant default or insolvency.

How many warrants did TeraWulf issue to Google and at what price?

TeraWulf issued warrants to purchase 41,011,803 shares of common stock at an exercise price of $0.01 per share; the warrants are pledged to lenders until the Google backstop is effective.

What commissions did TeraWulf agree to pay in connection with the Fluidstack leases?

Akela agreed to an initial $30 million commission payable over time and upon lease commencements, plus an additional approximately $20 million if additional capacity is leased by March 31, 2026.

When will rent obligations to Fluidstack begin under the leases?

Fluidstack’s rent obligations begin on the completion date for each phase of the Premises and then continue for a 10-year term for each lease.