TeraWulf unit Flash Compute prices $1.3B senior notes due 2030

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.

Rhea-AI Filing Summary

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.

Insights

Capital structure and credit analyst

Large project-level notes financing priced at 7.250% through a majority-owned affiliate.

TeraWulf highlights that Flash Compute LLC has priced $1.3 billion aggregate principal amount of senior secured notes due 2030, upsized from $1.275 billion. The offering is conducted as a private placement to institutional and non-U.S. investors under Rule 144A and Regulation S, which is a common route for large, secured note deals tied to infrastructure or capital-intensive projects.

Flash Compute sits within a layered ownership structure: it is wholly owned by FS CS I LLC, which is in turn owned 50.1% by Big Country Wulf LLC, a subsidiary of TeraWulf, and 49.9% by Fluidstack CS I Inc. This means the new notes are associated with an entity TeraWulf indirectly controls but shares economically with another partner. The expected closing on December 29, 2025 remains subject to market and other conditions, and forward-looking language underscores that completion, size, timing, and use of proceeds could differ from current expectations.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving Flash Compute did TeraWulf (WULF) disclose?

TeraWulf disclosed that Flash Compute LLC has upsized and priced an offering of $1.3 billion aggregate principal amount of senior secured notes due 2030 in a private placement.

How did the size of Flash Computes notes offering change according to TeraWulf (WULF)?

The notes offering by Flash Compute was upsized from $1.275 billion to $1.3 billion in aggregate principal amount.

What is the pricing and maturity of Flash Computes senior secured notes tied to TeraWulf (WULF)?

The senior secured notes are due 2030 and are priced at 7.250% in the private offering.

When is the Flash Compute notes offering expected to close?

The offering is expected to close on December 29, 2025, subject to market and other conditions.

How is Flash Compute related to TeraWulf (WULF)?

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.

Who can buy the senior secured notes offered by Flash Compute connected to TeraWulf (WULF)?

The notes are offered privately to qualified institutional buyers under Rule 144A and, outside the U.S., to persons other than U.S. persons under Regulation S.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/18/2025 - 05:24 PM Learn about SEC filing dates

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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): December 18, 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 8.01. Other Events.

On December 18, 2025, TeraWulf Inc. (“TeraWulf” or the “Company”) announced that Flash Compute LLC (“Flash Compute”) upsized and priced its offering of $1.3 billion aggregate principal amount of senior secured notes due 2030 (the “Offering”) at an issue price of 7.250% in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Offering has been upsized from the previously announced $1.275 billion in aggregate principal amount of the notes. The Offering 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 interests are owned 50.1% by Big Country Wulf LLC, a subsidiary of the Company, and 49.9% by Fluidstack CS I Inc., a wholly-owned indirect subsidiary of Fluidstack Ltd.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the offering, the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of TeraWulf’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

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: December 18, 2025	TERAWULF, INC.
	By:	/s/ Patrick A. Fleury
	Name:	Patrick A. Fleury
	Title:	Chief Financial Officer