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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): July 6, 2026
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 8.01. Other Events.
Justified Data Campus Lease
On July 6, 2026,
TeraWulf Inc. (the “Company”) announced that its subsidiary Raylan Data LLC (the “Landlord”) entered into a
20-year lease agreement (the “Justified Data Campus Lease”) with Anthropic PBC (“Anthropic”), as tenant.
Under the Justified Data Campus Lease, the Landlord will provide Anthropic with approximately 401 MW of critical IT load for
high-performance computing (“HPC”) operations at the Company’s data center campus located in Hawesville, Kentucky
(the “Justified Data Campus”). Delivery of the leased capacity is expected to occur in phases beginning in late 2027 and
concluding in early 2028. Anthropic’s obligation to pay rent under the Justified Data Campus Lease will commence upon the
delivery of the applicable leased premises and continue for a term of 20 years thereafter, subject to Anthropic’s option to
extend the term for up to an additional ten years through two successive five-year renewal options. Anthropic’s payment
obligations under the Justified Data Campus Lease are expected to be supported by an investment-grade credit.
Abernathy Transaction
On July 6, 2026 (the
“Closing Date”), the Company announced that Big Country Wulf LLC, a subsidiary of the Company (the “TeraWulf
Member”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Fluidstack CS I
Inc. (“Fluidstack”) and certain other purchasers (together with Fluidstack, the “Purchasers”), pursuant to
which the TeraWulf Member agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the TeraWulf Member, all of
the TeraWulf Member’s equity interests in FS CS I LLC (the “Transaction”). The aggregate consideration payable to
the TeraWulf Member in the Transaction is approximately $530 million, payable in three installments: (i) $250 million within
14 days following execution of the Purchase Agreement, (ii) $150 million on or before December 31, 2026, and
(iii) approximately $130 million, subject to certain adjustments, on or before April 30, 2027.
In connection with the Transaction,
the TeraWulf Member, FS CS I LLC, and the Purchasers have each agreed to provide mutual releases of claims, subject to the terms and conditions
set forth in the Purchase Agreement. Upon consummation of the Transaction, TeraWulf Member will cease to own any equity interests in FS
CS I LLC, subject to certain surviving rights and obligations as set forth in the Purchase Agreement.
On July 6, 2026, the
Company issued a press release announcing the Justified Data Campus Lease and the Transaction. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by TeraWulf Inc., dated July 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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) our ability to attract additional customers to lease our HPC data centers; (2) our ability to perform
under our existing data center lease agreements; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf's
operations or the industries in which it operates; (4) the ability to implement certain business objectives, including its HPC data
center development, and to timely and cost-effectively execute related projects; (5) failure to obtain adequate financing on a timely
basis and/or on acceptable terms with regard to expansion or existing operations; (6) adverse geopolitical or economic conditions,
including a high inflationary environment and the implementation of new tariffs and more restrictive trade regulations; (7) 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);
(8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business
and operations of TeraWulf; (9) operational and financial risks associated with the development of data center campuses, including
risks associated with financing project-related costs; and (10) 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: July 6, 2026 |
TERAWULF INC. |
| |
|
|
| |
By: |
/s/ Patrick A. Fleury |
| |
Name: |
Patrick A. Fleury |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
TeraWulf Announces Anthropic Lease at Justified
Data Campus and
Sale of Majority Interest in Abernathy Joint Venture to Fluidstack
Long-Term AI Infrastructure Lease Expected to
Generate ~$19 Billion of Contracted Revenue Over Initial Term
Abernathy Transaction Monetizes Approximately
$450 Million Investment at a Premium and
Provides Capital to Expand Wholly Owned AI Infrastructure Portfolio
EASTON,
Md. – July 6, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a
leading owner, developer, and operator of vertically integrated digital infrastructure, today announced two significant transactions that
further advance its strategy of developing, owning, and operating large-scale AI infrastructure campuses.
The Company has executed a 20-year lease agreement with Anthropic at
its Justified Data campus in Hawesville, Kentucky. The lease is expected to generate approximately $19 billion of contracted revenue over
the initial lease term.
Separately, TeraWulf has entered into a definitive agreement to sell
its 50.1% ownership interest in the Abernathy Joint Venture to an investor group led by its joint venture partner, Fluidstack. The transaction
monetizes TeraWulf's approximately $450 million investment at a premium to invested capital, unlocking significant capital for redeployment
into wholly owned AI infrastructure opportunities.
Collectively, the transactions enhance TeraWulf’s long-term revenue
visibility, strengthen its financial position, and further align the Company’s capital with infrastructure platforms where it maintains
direct ownership, customer relationships, and operational control.
Anthropic Executes 20-Year Lease at Justified Data Campus
TeraWulf has entered into a 20-year lease agreement with Anthropic
for a purpose-built AI infrastructure campus at the Justified Data site in Hawesville, Kentucky.
The campus will accommodate approximately 401 MW of critical IT load
and will be developed in multiple phases. 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 lease is expected to generate approximately $19 billion of contracted
lease revenue over the initial term and is expected to be supported by an investment-grade credit.
TeraWulf Monetizes Abernathy Investment
Under the terms of the Abernathy transaction, TeraWulf will sell its
entire 50.1% ownership interest in the Abernathy Joint Venture to an investor group led by Fluidstack, its joint venture partner and a
leading AI cloud infrastructure provider.
The Abernathy Joint Venture was established in 2025 to develop a 168
MW critical IT load AI data center campus in Abernathy, Texas. Since the project's inception, TeraWulf and Fluidstack have worked closely
to advance the development of the campus. Following the closing of the transaction, Fluidstack will continue to leading the project.
The sale enables TeraWulf to realize the value created through its
$450 million investment and redeploy that capital into AI infrastructure opportunities where it can capture greater long-term economic
value through direct ownership and operation.
Management Commentary
Paul Prager, Chairman and Chief Executive Officer of TeraWulf, commented:
“When we announced the Justified Data campus acquisition in February,
we told investors that we expected to secure a major customer commitment by around the end of the second quarter of 2026. The timing of
today's announcement reflects the completion of final documentation and customary transaction processes, and we are proud to announce
this landmark partnership with Anthropic.”
“The Anthropic lease validates our strategy and establishes a
long-duration revenue stream with one of the world’s leading AI companies. The lease provides approximately $19 billion of contracted
lease revenue over its initial term, creates a framework for future expansion, and demonstrates the value of our ability to source power,
develop infrastructure, and secure long-term customer commitments.”
“At the same time, the sale of our ownership interest in Abernathy
to a group led by Fluidstack crystallizes the value created through that investment and generates significant capital for redeployment
into infrastructure platforms where we maintain direct ownership, customer relationships, and operational control.”
“Together, these transactions position TeraWulf for its next
phase of growth. Our strategy is centered on owning and operating critical infrastructure assets, maintaining direct relationships with
our customers, and controlling the long-term evolution of our campuses. We believe this model provides the greatest opportunity to generate
durable cash flows and attractive long-term returns for shareholders.”
Strategic Benefits
Following completion of the transactions, TeraWulf expects to:
| · | Add approximately $19 billion of contracted revenue under the initial 20-year lease term. |
| · | Further expand its long-term infrastructure relationship with Anthropic, one of the world's leading AI companies. |
| · | Bring the initial Anthropic capacity at Justified Data online in the second half of 2027. |
| · | Monetize its approximately $450 million investment in the Abernathy Joint Venture at a premium to invested capital, while simplifying
TeraWulf's financial statements and streamlining financial reporting through the elimination of joint venture accounting. |
| · | Recycle capital into wholly owned AI infrastructure opportunities where TeraWulf can capture greater long-term economic value through
direct ownership and operation. |
| · | Further strengthen TeraWulf’s position as a leading owner, developer, and operator of AI infrastructure. |
Together, these transactions demonstrate TeraWulf's ability to create
value across the AI infrastructure lifecycle – from originating and developing large-scale campuses, to securing long-term customer
commitments, to monetizing mature infrastructure investments and redeploying capital into future growth opportunities.
About TeraWulf
TeraWulf
develops, owns, and operates large-scale digital infrastructure designed to support AI, high-performance computing (HPC), and other advanced
compute workloads. Leveraging deep expertise in energy markets, power infrastructure, and grid integration, the Company develops and
operates purpose-built facilities where power availability, scalability, and operational execution are critical competitive advantages.
By strategically securing and monetizing high-value power resources, TeraWulf is well-positioned to serve the growing infrastructure
needs of hyperscalers, AI innovators, and enterprise customers. Learn more at terawulf.com.
Forward-Looking Statements
This press release 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) TeraWulf’s ability to attract
additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete our data center campuses and future
strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with our data
centers and our ability perform under its 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) failure to obtain adequate financing on
a timely basis and/or on acceptable terms with regard to expansion or existing operations; (6) adverse geopolitical or economic
conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (7) 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);
(8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business
and operations of TeraWulf; and (9) other risks and uncertainties detailed from time to time in TeraWulf’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.
Investors:
Investors@terawulf.com
Media:
media@terawulf.com
