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TeraWulf (WULF) books $661M 2025 loss while locking in $12.8B AI leases

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TeraWulf Inc. reported fourth-quarter and full-year 2025 results, highlighting a shift toward high-performance computing (HPC) leasing alongside legacy bitcoin mining. Full-year revenue reached $168.5 million, driven mainly by digital asset revenue of $151.6 million and new HPC lease revenue of $16.9 million.

The company posted a substantially larger net loss of $661.4 million versus $72.4 million a year earlier, reflecting higher operating costs, interest expense and a $429.8 million loss from changes in warrant and derivative fair values. Non-GAAP adjusted EBITDA was $(23.1) million.

TeraWulf emphasized rapid scaling of its energy-advantaged AI and HPC platform, with 522 critical IT MW under long-term data center leases and about $12.8 billion in contracted revenue. Cash, cash equivalents and restricted cash totaled $3.72 billion as of December 31, 2025, supported by large project financings, while total liabilities rose to $6.42 billion including significant long-term debt and convertible notes.

Positive

  • Large, long-term contracted revenue base: TeraWulf executed data center lease agreements totaling 522 critical IT MW and more than $12.8 billion in long-term, credit-enhanced customer contracts, providing multi-year revenue visibility and positioning the company as a scaled AI and HPC infrastructure provider.
  • Strong liquidity and funded growth plan: Cash, cash equivalents and restricted cash reached $3.72 billion as of December 31, 2025, supported by about $6.5 billion of long-term financings, helping fund major campuses like Lake Mariner and the Abernathy joint venture.

Negative

  • Sharp increase in losses: Net loss widened to $661.4 million from $72.4 million in 2024, with negative non-GAAP adjusted EBITDA of $23.1 million, indicating that core operations have not yet reached profitability despite higher revenue.
  • Significant leverage and liability build-up: Total liabilities rose to $6.42 billion, including $3.05 billion of long-term debt, $1.58 billion of convertible notes and $844.7 million of warrant liabilities, increasing financial risk as large construction and ramp-up commitments continue.

Insights

Large 2025 loss and leverage jump, but major AI/HPC contracts and funding secured.

TeraWulf is transitioning from pure bitcoin mining toward long-term, credit-enhanced HPC leasing. In 2025 it contracted 522 critical IT MW and about $12.8 billion in long-duration revenue, giving multi-year visibility as hyperscale AI customers ramp.

Financially, revenue climbed to $168.5 million but the net loss swelled to $661.4 million, driven by higher operating expenses, interest of $80.2 million, and a $429.8 million non-cash loss on warrants and derivatives. Non-GAAP adjusted EBITDA was negative $23.1 million, showing the core business is not yet profitable.

The balance sheet transformed: total assets increased to $6.56 billion alongside total liabilities of $6.42 billion, including $3.05 billion of long-term debt and $1.58 billion of convertible notes. The company reported $3.72 billion of cash, cash equivalents and restricted cash, reflecting substantial project financing to build out Lake Mariner, the Abernathy joint venture, and new sites in Kentucky and Maryland. Subsequent performance will depend on bringing contracted capacity online on time and within budgets and successfully growing HPC lease revenue.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
0001083301FALSE00010833012025-11-102025-11-10

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): February 26, 2026
TERAWULF INC.
(Exact name of registrant as specified in its charter)
Delaware001-4116387-1909475
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareWULF
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 2.02. Results of Operations and Financial Condition.

On February 26, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the fourth quarter and year ended December 31, 2025. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.

On February 26, 2026, the Company posted a presentation to its website at https://investors.terawulf.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in this Items 2.02 and 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
Press Release, dated February 26, 2026.
99.2
Presentation of the Company, dated February 26, 2026.
104.1Cover Page Interactive Data File (embedded within the inline XBRL document).

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 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”). 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.
TERAWULF INC.
By:/s/ Patrick A. Fleury
Name:Patrick A. Fleury
Title:Chief Financial Officer
Dated: February 26, 2026


TeraWulf Reports Fourth Quarter and Full Year 2025 Results
Contracted 522 critical IT MW totaling over $12.8 billion1 of revenue
Secured full funding for contracted capacity with construction advancing in alignment with tenant deployment timelines
Multi-year development pipeline enables targeted annual delivery of 250 - 500 critical IT MW through the end of the decade
EASTON, Md. – February 26, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), an owner, developer, and operator of energy-advantaged digital infrastructure purpose-built for high-performance computing (“HPC”) and artificial intelligence (“AI”), today announced its financial and operational results for the fourth quarter and full year ended December 31, 2025.
Fiscal year 2025 marked a fundamental inflection point for TeraWulf as the Company executed long-term data center lease agreements totaling 522 critical IT MW, providing multi-year revenue visibility, stable cash-flow characteristics, and scalable development capacity extending through the end of the decade.
TeraWulf delivered a transformational fourth quarter, achieving major commercial, operational, and financial milestones that position the Company as a leader in sustainable HPC infrastructure. During the year ended December 31, 2025, the Company commenced recurring HPC lease revenue, signed more than $12.8 billion1 in long-term, credit-enhanced customer contracts, and completed $6.5 billion2 in long-term financings to support its rapidly expanding platform.
Strategic and Operational Highlights
Contracted, Multi-Regional HPC Platform
During 2025, TeraWulf solidified HPC hosting as its primary growth engine while continuing to operate legacy mining infrastructure opportunistically.
The Company’s contracted HPC platform includes the flagship Lake Mariner Data Campus in New York (NYISO) and the Abernathy HPC Campus in Texas (SPP), a majority owned joint venture with Fluidstack. Together, these campuses represent 522 critical IT MW under long-term data center lease agreements with credit enhancement.
TeraWulf also controls the Cayuga site in New York (NYISO), capable of supporting up to 320 critical IT MW upon permitting and development, extending the Company’s visible growth runway.
HPC Leasing Momentum at Lake Mariner
Lake Mariner secured long-term lease commitments for:
60 critical IT MW with Core42, commenced in 2025 and commencing in 2026; and
1 Includes TeraWulf’s 50.1% net share of revenues contracted at the Abernathy Joint Venture.
2 Includes $1.3 billion of Senior Secured Notes issued by a wholly-owned subsidiary of the Abernathy Joint Venture in December 2025.




380 critical IT MW with a second tenant, Fluidstack with credit enhancement from Google, commencing in 2026.
These agreements materially enhance revenue durability, counterparty credit quality, and financing visibility, establishing Lake Mariner as a hyperscale-ready AI infrastructure campus with long-dated contracted revenue.
Geographic Diversification Through the Abernathy Joint Venture
In October 2025, TeraWulf entered into a joint-venture agreement with Fluidstack to develop the Abernathy HPC Campus in Texas, designed to support 168 critical IT MW under a 25-year lease with annual escalators.
Construction is progressing with delivery targeted for second half 2026, supported by Google credit enhancement.
Capital Formation Supporting Infrastructure Buildout
During 2025, TeraWulf completed a comprehensive capital-formation strategy representing more than $6.5 billion2 of committed capital, aligned with long-term contracted infrastructure delivery and enabling disciplined execution of the Company’s multi-regional development roadmap.
Full Year 2025 Financial Results
Financial and operational highlights for the fiscal year ended December 31, 2025 include:
Revenue of $168.5 million
Non-GAAP adjusted EBITDA of $(23.1) million
Cash, cash equivalents and restricted cash of $3,722.8 million as of December 31, 2025
Fourth Quarter 2025 Financial Results
Digital asset revenue was $26.1 million for the three months ended December 31, 2025 as compared to $43.4 million for the three months ended September 30, 2025 primarily driven by lower bitcoin production and price of bitcoin during the fourth quarter.
HPC lease revenue was $9.7 million for the three months ended December 31, 2025, as compared to $7.2 million for the three months ended September 30, 2025.
Lake Mariner Construction Update
Lake Mariner has advanced phased expansion to support hyperscale-class HPC deployments, with 39 critical IT MW HPC capacity online, more than 500 MW of near-term contracted campus capacity, and approximately 250 MW of incremental expansion potential, positioning the campus to support 750 MW of gross HPC leasing capacity.
During construction, the Company worked collaboratively with tenants to incorporate additional fit-out enhancements beyond original lease specifications which will optimize the tenants' deployment. Certain building milestones were sequenced accordingly, and associated timing impacts have been incorporated into the Company’s financial plan.




Upon full buildout, Lake Mariner is expected to rank among the largest AI and HPC data-center campuses in North America, with low-latency access to nearby population centers exceeding 45 million consumers.
Building-Level Construction Status (critical IT MW):
WULF Den (2 MW) – Operational
CB1 (16 MW) – Operational
CB2 (42 MW) – CB2A operational; CB2B expected in March 2026
CB3 (42 MW) – Energization expected mid-May 2026
CB4 (168 MW) – Energization expected Q3 2026
CB5 (168 MW) – Energization expected Q4 2026
Through design optimization across later phases, critical IT capacity for CB4 and CB5 increased from 162 MW to 168 MW per building without increasing base construction budgets, enhancing long-term lease revenue potential.
“These projects reflect disciplined construction execution and close coordination with our hyperscale stakeholder and customers,” said Nazar Khan, Chief Technology Officer.
“Our teams are advancing build schedules, integrating tenant fit-out requirements, and optimizing cooling, electrical, and design architecture to support next-generation AI workloads at scale.”
Multi-Year Development Pipeline and Momentum Into 2026
Subsequent to year-end, TeraWulf expects to expand its infrastructure portfolio through its acquisition of a site in Kentucky (MISO) and its planned acquisition of a site in Maryland (PJM), both strategically located brownfield sites, increasing total platform capacity to approximately 2.9 GW gross across five sites.
Collectively, these sites create a multi-year development pathway capable of supporting 250–500 critical IT MW, enabling TeraWulf to scale alongside accelerating AI demand while maintaining disciplined capital deployment, credit-backed contracting, and long-term grid alignment.
“We enter 2026 with 522 critical IT MW of contracted HPC capacity and a gross 2.9-GW multi-regional platform designed for long-term expansion,” Prager added.
“Our focus remains on disciplined execution, transparent capital allocation, and converting energy-advantaged infrastructure into durable, long-term cash flow.”
Investor Conference Call and Webcast
TeraWulf will host its fourth-quarter and full-year 2025 earnings call and business update for investors today, Thursday, February 26, 2026, at 4:30 p.m. ET.
Live Access




Access ID: 13758665
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1752148&tp_key=7485d53f46
Dial-in: (877) 407-0789 or (201) 689-8562
CallMe™: https://callme.viavid.com/viavid/?callme=true&passcode=13748140&h=true&info=company&r=true&B=6
Replay Availability (through March 12, 2026)
Dial-in: (844) 512-2921 or (412) 317-6671
Access ID: 13758665
About TeraWulf
TeraWulf develops, owns, and operates environmentally sustainable, industrial-scale data center infrastructure in the United States, purpose-built for high-performance computing (HPC) hosting and bitcoin mining. Led by a team of veteran energy infrastructure entrepreneurs, TeraWulf is committed to delivering scalable, low-carbon compute capacity for next-generation AI and HPC customers.
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




CONSOLIDATED BALANCE SHEETS
AS OF December 31, 2025 AND 2024
(In thousands, except number of shares, per share amounts and par value)
December 31, 2025December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$3,266,389 $274,065 
Restricted cash189,933 — 
Accounts receivable1,212 475 
Digital assets270 476 
Prepaid expenses6,272 2,493 
Other receivables3,395 3,799 
Other current assets10,802 123 
Total current assets3,478,273 281,431 
Property, plant and equipment, net1,507,699 411,869 
Equity in net assets of investee446,008 — 
Goodwill55,457 — 
Operating lease right-of-use asset103,975 85,898 
Finance lease right-of-use asset119,338 7,285 
Restricted cash266,453 — 
Deferred charges572,888 — 
Other assets8,091 1,028 
TOTAL ASSETS$6,558,182 $787,511 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable$65,139 $24,382 
Accrued construction liabilities102,582 16,520 
Accrued compensation1,717 4,552 
Accrued interest52,775 2,559 




Accrued lessor costs27,625 — 
Other accrued liabilities44,828 2,414 
Other amounts due to related parties200 1,391 
Current portion of deferred rent liability
58,184 — 
Current portion of operating lease liability2,015 25 
Current portion of finance lease liability
Warrant liabilities
844,698 — 
Current portion of long-term debt46,316 — 
Short-term convertible notes
489,767 — 
Total current liabilities1,735,848 51,845 
Deferred rent liability, net of current portion23,285 — 
Operating lease liability, net of current portion22,309 3,427 
Finance lease liability, net of current portion289 292 
Long-term debt3,052,240 — 
Convertible notes1,582,788 487,502 
Deferred tax liabilities
76 — 
Other liabilities902 — 
TOTAL LIABILITIES$6,417,737 $543,066 
Commitments and Contingencies (See Note 13)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 100,000,000 authorized at December 31, 2025 and 2024; 0 and 9,566 shares issued and outstanding at December 31, 2025 and 2024, respectively; aggregate liquidation preference of $0 and $12,609 at December 31, 2025 and 2024, respectively— 9,273 
Common stock, $0.001 par value, 950,000,000 and 600,000,000 authorized at December 31, 2025 and 2024, respectively; 444,534,694 and 404,223,028 issued at December 31, 2025 and 2024, respectively; 420,065,944 and 385,654,278 outstanding at December 31, 2025 and 2024, respectively444 404 
Additional paid-in capital1,285,202 685,261 
Treasury stock at cost, 24,468,750 and 18,568,750 at December 31, 2025 and 2024, respectively(151,509)(118,217)
Accumulated deficit(993,692)(332,276)
Total stockholders' equity140,445 244,445 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$6,558,182 $787,511 

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED December 31, 2025, 2024 AND 2023
(In thousands, except number of shares and loss per common share)
Year Ended December 31,
202520242023
Digital asset revenue$151,556 $140,051 $69,229 
HPC lease revenue16,899 — — 
Total revenue168,455 140,051 69,229 




Costs and expenses:
Cost of revenue (exclusive of depreciation shown below)82,663 62,608 27,315 
Operating expenses12,115 3,387 2,116 
Operating expenses — related party7,632 4,262 2,773 
Selling, general and administrative expenses139,465 57,883 23,693 
Selling, general and administrative expenses — related party8,292 12,695 13,325 
Depreciation88,597 59,808 28,350 
Loss (gain) on fair value of digital assets, net
612 (2,200)— 
Realized gain on sale of digital assets
— — (3,174)
Impairment of digital assets
— — 3,043 
Change in fair value of contingent consideration
10,397 — — 
Loss on disposals of property, plant, and equipment, net
4,895 17,824 1,209 
Total costs and expenses354,668 216,267 98,650 
Operating loss(186,213)(76,216)(29,421)
Interest expense(80,248)(19,794)(34,812)
Change in fair value of warrants and derivatives
(429,793)— — 
Loss on extinguishment of debt— (6,300)— 
Other income
39,044 3,927 231 
Loss before income tax and equity in net (loss) income of investee
(657,210)(98,383)(64,002)
Income tax provision(76)— — 
Equity in net (loss) income of investee, net of tax
(4,130)3,363 (9,290)
Gain on sale of equity interest in investee— 22,602 — 
Loss from continuing operations(661,416)(72,418)(73,292)
Loss from discontinued operations, net of tax— — (129)
Net loss$(661,416)$(72,418)$(73,421)
Loss per common share:
Continuing operations$(1.66)$(0.21)$(0.35)
Discontinued operations— — — 
Basic and diluted$(1.66)$(0.21)$(0.35)
Weighted average common shares outstanding:
Basic and diluted397,608,216 351,315,476 209,956,392 

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED December 31, 2025, 2024 AND 2023
(In thousands)
Year Ended December 31,
202520242023




CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(661,416)$(72,418)$(73,421)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of debt issuance costs, commitment fees and accretion of debt discount22,181 11,382 19,515 
Related party expense to be settled with respect to common stock2,375 — 2,917 
Common stock issued for interest expense— — 26 
Stock-based compensation expense50,909 30,927 5,859 
Depreciation88,597 59,808 28,350 
Amortization of right-of-use asset4,456 1,373 1,001 
Revenue recognized from digital asset mining and hosting services(151,556)(139,278)(63,877)
Loss (gain) on fair value of digital assets, net
612 (2,200)— 
Realized gain on sale of digital assets
— — (3,174)
Impairment of digital assets
— — 3,043 
Proceeds from sale of digital assets— 97,559 83,902 
Digital assets paid as consideration for services— 370 — 
Change in fair value of contingent consideration10,397 — — 
Loss on disposals of property, plant, and equipment, net
4,895 17,824 1,209 
Change in fair value of warrants and derivatives429,793 — — 
Loss on extinguishment of debt— 6,300 — 
Deferred income tax provision76 — — 
Equity in net loss (income) of investee, net of tax4,130 (3,363)9,290 
Gain on sale of equity interest in investee— (22,602)— 
Loss from discontinued operations, net of tax— — 129 
Changes in operating assets and liabilities:
Increase in accounts receivable
(914)— — 
(Increase) decrease in prepaid expenses
(6,592)2,047 555 
Decrease (increase) in other receivables
459 (2,774)(1,001)
(Increase) decrease in other current assets
(10,672)288 (215)
Increase in deferred charges
(57,407)— — 
(Increase) decrease in other assets(832)(466)310 
(Decrease) increase in accounts payable
(3,238)740 (7,272)
Increase in accrued lessor costs
27,625 — — 
Increase (decrease) in accrued compensation and other accrued liabilities43,217 694 (931)
(Decrease) increase in other amounts due to related parties
(565)480 (2,013)
Increase in deferred rent liability
81,469 — — 
Decrease in operating lease liability
(781)(11,113)(42)
Decrease in other liabilities
(398)— — 
Net cash (used in) provided by operating activities from continuing operations(123,180)(24,422)4,160 
Net cash provided by operating activities from discontinued operations— — 103 




Net cash (used in) provided by operating activities(123,180)(24,422)4,263 
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in joint venture, including direct payments made on behalf of joint venture(450,000)— (2,845)
Proceeds from sale of equity interest in investee— 86,086 — 
Purchase of and deposits on plant and equipment(1,060,189)(267,940)(75,168)
Proceeds from sales of property, plant and equipment11,648 23,324 — 
Acquisitions, net of cash acquired(21,731)— — 
Proceeds from sale of digital assets151,327 67,371 — 
Net cash used in investing activities(1,368,945)(91,159)(78,013)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of issuance costs paid of $105,374, $0 and $03,132,938 — — 
Principal payments on long-term debt— (139,401)(6,599)
Payments of prepayment fees associated with early extinguishment of long-term debt— (1,261)— 
Principal payments on finance lease(9,159)(941)— 
Proceeds from insurance premium and property, plant and equipment financing— 211 2,513 
Principal payments on insurance premium and property, plant and equipment financing— (2,103)(2,738)
Payment for settlement of preferred stock conversion
(12)— — 
Proceeds from issuance of common stock, net of issuance costs paid of $0, $663 and $1,051— 188,715 135,917 
Proceeds from exercise of warrants5,686 4,808 2,500 
Purchase of capped call(100,600)(60,000)— 
Purchase of treasury stock(33,292)(118,217)— 
Payments of tax withholding related to net share settlements of stock-based compensation awards(28,481)(23,654)(2,013)
Proceeds from issuance of convertible notes, net of issuance costs paid of $51,246, $12,950, and $0
1,973,755 487,050 — 
Proceeds from issuance of convertible promissory note— — 1,250 
Payment of contingent value rights liability related to proceeds from sale of net assets held for sale— — (10,964)
Net cash provided by financing activities4,940,835 335,207 119,866 
Net change in cash, cash equivalents and restricted cash3,448,710 219,626 46,116 
Cash, cash equivalents and restricted cash at beginning of year274,065 54,439 8,323 
Cash, cash equivalents and restricted cash at end of year$3,722,775 $274,065 $54,439 
Cash paid during the year for:




Interest$13,999 $6,957 $19,572 
Income taxes$— $— $— 

Non-GAAP Measure
The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company defines non-GAAP “Adjusted EBITDA” as net loss adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and related party expense to be settled with respect to Common Stock, all of which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) one-time, non-recurring transaction-based compensation expense related to the 2030 Convertible Notes (iv) equity in net (loss) income of investee, net of tax, related to the Abernathy Joint Venture and Nautilus and the gain on sale of interest in Nautilus; (v) other income which is related to interest income or income for which management believes is not reflective of the Company’s ongoing operating activities; (vi) change in fair value of contingent consideration, change in fair value of warrant and derivative liabilities, loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company’s general business performance; and (vii) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities. The Company’s Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net (loss) income of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.
Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP Adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue.
The Company's Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company's Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as an alternative to net loss or any other measure of performance derived in accordance with U.S. GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP




financial results. Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable U.S. GAAP measure (i.e., net loss) for the periods indicated (in thousands):
Year Ended December 31,
20252024
Net loss$(661,416)$(72,418)
Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA:
Gain on sale of equity interest in investee
(22,602)
Equity in net loss (income) of investee, net of tax
4,130(3,363)
Distributions from investee, related to Nautilus
22,776
Income tax provision
76
Other income
(39,044)(3,927)
Loss on extinguishment of debt6,300
Change in fair value of warrants and derivatives
429,793
Interest expense80,24819,794
Loss on disposals of property, plant, and equipment, net
4,89517,824
Change in fair value of contingent consideration
10,397
Depreciation88,59759,808
Amortization of right-of-use asset4,4561,373
Stock-based compensation expense50,90930,927
Transaction-based compensation expense3,885
Related party expense to be settled with respect to common stock2,375
Beowulf E&D acquisition-related transaction costs
1,475
Non-GAAP adjusted EBITDA$(23,109)$60,377


Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 1 Q4 & Full Year 2025 Update February 2026 Where Power Unlocks Compute 522 MW Leased | ~$13B Contracted Revenue | 2.4 GW HPC Portfolio


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 2 This presentation is for informational purposes only and 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 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 to perform under our existing data center lease agreements; (4) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (5) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates;(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 our business and operations; and (9) 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. SAFE HARBOR STATEMENT


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 $1,479 (100) (225) $1,154 $268 $1,087 $1,300 ➢ Acquired Beowulf E&D – fully integrated power expertise ➢ Secured 400 MW Lake Hawkeye campus (NYISO) ➢ Scaled construction, origination, and cybersecurity teams FOUNDATION ➢ Established repeatable project financing model ➢ Financed WULF Compute and Flash Compute CAPITAL FORMATION ➢ Signed 366 MW Fluidstack leases at Lake Mariner ➢ Signed 168 MW Fluidstack lease at Abernathy JV ➢ Delivered first operational HPC capacity for Core42 PLATFORM 2025: Strategy Executed, Platform Scaled, Build Financed 3


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Who We Are Today Power-controlled AI platform | Diversified footprint 26% 74% BTC Mining HPC Contracted 870 MW (gross) POWER CONTROLLED In-house generation + load expertise Generation + load model CREDIT BACKED Long-term leases Investment-grade credit support REPEATABLE FINANCING Project debt Funded through completion 40% 35% 17% 8% NYISO PJM MISO SPP PRO FORMA CAPACITY MIX HPC PLATFORM DIVERSITY 4Pro forma MW mix includes gross contracted HPC capacity and ~212 MW of legacy nameplate bitcoin mining at Lake Mariner.


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Contracted Platform Snapshot ➢ Three long-term data center leases across two campuses Stable | Credit-Enhanced | Long-Duration ➢ Investment grade credit enhancement ➢ Stable, contracted NOI 522 MW 10 -25Y ~$815M CRITICAL IT LEASED BASE LEASE TERMS AVG. ANNUALIZED NOI ~$13B CONTRACTED REVENUE 5 (1) Includes TeraWulf’s 50.1% interest in Abernathy’s net operating income. Abernathy is not consolidated in TeraWulf’s financial statements; the investment is accounted for under the equity method, with TeraWulf’s proportionate share reflected as “equity in net income of investee, net of tax” in the consolidated statement of operations. (1)


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 $1,479 (100) (225) $1,154 $268 $1,087 $1,300 Lake Mariner Lake Hawkeye Abernathy JV (1) Justified Data Chesapeake Data Critical IT Capacity: The Metric That Matters Gross MWs measure scale. Critical IT MWs measure monetized execution. Market Contracted Pipeline NYISO NYISO SPP MISO PJM 537.5 - 120.0 - - 212.5 400.0 120.0 480.0 1,000.0 TOTAL – GROSS 657.5 2,212.5 $1,479 (100) (225) $1,154 $268 $1,087 $1,300 Lake Mariner Lake Hawkeye Abernathy JV (1) Justified Data Chesapeake Data Market Contracted Pipeline NYISO NYISO SPP MISO PJM 438.0 - 84.0 - - 182.0 320.0 168.0 384.0 800.0 TOTAL – CRITICAL IT 522.0 1,854.0 2,376 2,870 MW MW Total Platform (Gross) Total Platform (Critical IT) 6 ➢ Industry-leading PUE of 1.25 ➢ Lower PUE = higher efficiency, lower operating cost, and greater power to compute conversion – yielding more revenues and profitability per MW “Headline” MWs “Monetized” MWs (1) Abernathy figures represent TeraWulf’s 50.1% joint venture interest.


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Serial HPC Delivery Model Standardized | Repeatable | De-Risked ➢ WULF Den (2 MW) ➢ CB-1 (16 MW) ➢ CB-2A (21 MW) (1) DELIVERED TO DATE 2026 CONSTRUCTION 2027+ PIPELINE ➢ CB-2B (21 MW, Q1) ➢ CB-3 (42 MW, May) ➢ CB-4 (168 MW, Q3) ➢ CB-5 (168 MW, Q4) ➢ Abernathy JV (84 MW) ➢ Lake Mariner (182 MW) ➢ Lake Hawkeye (320 MW) ➢ Justified Data (384 MW) ➢ Chesapeake Data (800 MW) ➢ Abernathy JV Options (168 MW) 7 Capacity figures represent critical IT MWs. (1) CB-2A: 13 MW delivered in January 2026; 8 MW delivered in February 2026


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 ➢ Strong state and community support ➢ Recognized economic anchor project for the State 8 Justified Data: The Immediate Power Campus Hawesville, KY | 480 MW Campus in MISO 480 MW IMMEDIATE POWER ACTIVE HYPERSCALER DEMAND LOCAL ALIGNMENT EXPANSION OPTIONALITY ➢ Additional scalable capacity ➢ Grid-powered or on-site gen ➢ Active engagement with major hyperscalers ➢ Data room open; diligence process underway ➢ Targeting 2H 2027 delivery CUSTOMER DEMAND Capacity figures represent gross MWs.


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load 9 PHASE I ➢ Former coal-generation campus in NoVA corridor ➢ Designed to be a net contributor to Maryland grid reliability ➢ Supported by Governor Moore and MDE GENERATION + STORAGE + LOAD INTEGRATION Chesapeake Data: The Power + Load Differentiator Morgantown, MD | Net Generator Campus in PJM 1 GW ON-SITE GENERATION 1 GW DATA CENTER LOAD 500 MW BATTERY STORAGE ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load PHASE II Capacity figures represent gross MWs.


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 2.4 GW Controlled HPC Platform Targeting +250–500 MW of New Critical IT Capacity Annually ➢ Evaluate hundreds of sites annually ➢ Advance only the power-advantaged opportunities ➢ Operate only in markets with regulatory clarity Multi-Market | Multi-Year Runway 522 MW 2.4 GW 5 SITES CONTRACTED CONTROLLED REGIONAL PORTFOLIO 10 Capacity figures represent critical IT MWs.


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Capacity figures represent critical IT MWs. Future deployment figures assume an incremental 250-500 MW annually and are subject to customer demand and regulatory approvals for power draw beyond existing interconnection agreements. (1) Abernathy figures represent TeraWulf’s 50.1% joint venture interest. 1 11 60 60 60 60 60 378 378 378 378 378 84 84 84 84 84 250 500 750 1,000 1,250 250 500 750 1,000 1,250 2026 2027 2028 2029 2030 Core42 (LMD) Fluidstack (LMD) Fluidstack (Abernathy) (1) Development - Low End Development - High End 1.0 – 1.5 GW 1.3 – 2.0 GW 1.5 – 2.5 GW 0.8 - 1.0 GW 1.8 – 3.0 GW Leased Capacity + Pipeline Contracted Capacity 522 MW LMD Expansion 182 MW Lake Hawkeye 320 MW Justified Data 384 MW Chesapeake Data 800 MW Abernathy JV Options 168 MW 2.4 GW Multi -Year Development Runway Control of sufficient sites to deliver +250–500 MW annually through 2030


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 The Constraint Our Structural Advantage ➢ Generation control • 2.4 GW controlled platform • Bring-your-own-generation model • Morgantown net generator campus ➢ Grid Infrastructure Expertise • 30+ years power market experience • Deep NYISO & PJM operating history • Flexible load proven in live markets ➢ 2025 Demand Response Performance • 238 dispatch events • 73 days active • 261 curtailment hours • 14.9 GWh curtailed ➢ Generation capacity ➢ Transmission interconnection ➢ Grid reliability & dispatchability Power Is The Constraint – And We Control It The next phase of AI infrastructure requires vertically integrated power strategy ➢ 250–500 MW of disciplined annual deployment ➢ De-risks power delivery for hyperscale tenants ➢ Positions TeraWulf as the leading power- integrated AI infrastructure operator What That Enables 12


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Capital Structure Funded through substantial completion ($ in millions) As of January 31, 2026 (1) Includes contingency (2) Reflects payments to EPC contractor, Hypertec. 50.1% Ownership Cash Justified Data Purchase Price Adjusted Cash Convertible Notes $500 (200) $300 $2,525 Cash DSRA + IDC Adjusted Cash Capex Spend Through Capex Spend Remaining (1) Senior Secured Notes WULF Compute (NY / NYISO) $3,023 (452) $2,571 $850 $2,377 $3,200 $1,479 (100) (225) $1,154 $268 $1,087 $1,300 Cash HoldCo LockBox DSRA + IDC + LOC Adjusted Cash Capex Spend Through Capex Spend Remaining (2) Senior Secured Notes Flash Compute (Texas / SPP) $1,479 (100) (225) $1,154 $268 $1,087 $1,300 $1,479 (100) (225) TBD $268 $1,087 $1,300 Justified Data (KY / MISO) $1,479 (100) (225 TBD $268 $1,087 $1,300 Chesapeake Data (MD / PJM) $1,479 (100) (225) TBD $268 $1,087 $1,300 Lake Hawkeye (NY / NYISO) 13 FUNDED PLATFORMS DEVELOPMENT PLATFORMS


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Financial Metric Q4 2025 Commentary Revenue $35.8M ➢ 29% QoQ decline driven by lower BTC price and higher network hash rate Gross HPC Lease Revenue $9.7M ➢ +35% QoQ from higher rent and pass-through revenue Adjusted EBITDA $(51.1)M ➢ Opex increased with HPC ramp ➢ SG&A increased with scaling workforce and milestone-based compensation Cash, Cash Equivalents, and Restricted Cash $3.7B ➢ Cash balance as of December 31, 2025 Net Debt1 $2.0B ➢ $2.5B Convertible Notes @ TeraWulf ➢ $3.2B Senior Secured Notes @ WULF Compute Q4 Financial Snapshot (1) Net debt is calculated as total debt of $5.7 billion (comprising $2.5 billion of Convertible Notes at TeraWulf and $3.2 billion of Senior Secured Notes at WULF Compute) less $3.7 billion of cash, cash equivalents, and restricted cash. 14


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 2026 Priorities – Execution Deliver Capacity | Secure Leases | Advance Pipeline ➢ Execute Kentucky lease ➢ Secure +250–500 MW new critical IT ➢ Advance NY & MD development ➢ Maintain capital discipline ➢ Deliver remaining contracted capacity 15


 

APPENDIX


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 $7.0 $22.0 $23.7 $5.9 $5.0 $6.0 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 Q1 2025 Q2 2025 3Q 2025 4Q25 Mining Margin HPC margin Q4 2025 Non-GAAP Segment Margin ($M) 1 ($4.7) $14.5 $18.1 ($51.1) Q1 2025 Q2 2025 Q3 2025 Q4 2025 Non-GAAP Adjusted EBITDA ($M) (1) Calculated as Revenue less Cost of Revenue (exclusive of depreciation, inclusive of demand response proceeds) and Operating Expenses. (2) HPC Segment Margin adjusted for $1.2 million of tenant fit-out and $4.1 million of development and pre-revenue operating costs. 17 (2) WULF Quarterly Performance


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 WULF Compute Construction Progress Building & Data Hall Engineering Sitework & Foundation Cooler Yard Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q4 2026 Q1 2027 Engineering Sitework & Foundation Building & Data Hall Engineering Sitework & Foundation Building & Data Hall Building & Data Hall Note: Estimated dates reflect current expectations, include impact of subsequent design and scope changes requested by tenants, and are subject to change. Coolers for CB-4 and CB-5 are on the roof (i.e., no separate yard needed). ➢ Wulf Den & CB-1 delivered ➢ CB-2A: 13 MW delivered in January 2026; 8 MW delivered in February 2026 ➢ CB-2B: 21 MW expected to be delivered in Q1 ➢ UPS installations for CB-1 and CB-2 are expected to be completed in May ➢ Critical IT capacity for CB-4 and CB-5 increased from 162 MW to 168 MW per building ➢ +$200 million incremental lease revenue now in financial plan Construction Updates CB-2 CB-3 CB-5 Estimated Lease Start Date CB-4 Q1 May Q3 Q4 Prior Current 3/15/26 7/31/26 12/31/26 11/30/25 None None / Immaterial None Expected None Expected Late Delivery Credits 18


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 85% Committed CapEx Top 5 Remaining CapEx2 Remaining CapEx Adjusted Committed CapEx WULF Compute1 CB-3 CB-4 CB-5 43% 28% 29% 51% 22% 27% 54% 23% 23% 88% 10% 2% (1) Includes La Lupa (CB-2) and Akela (CB-3 + CB-4 + CB-5) (2) Reflects the next five largest outstanding equipment purchase orders for each building, many of which have purchase orders executed. 19 WULF Compute Capex Summary ~80% of WULF Compute capex secured through committed spend and advanced procurement


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Fixed Costs 2026 Guidance SG&A $75 - 100 million Convertible Interest $24 million Total Fixed Costs $100 – 125 million 20 SG&A Compensation & Benefits Legal, Audit, Insurance All Other (T&E, IR, etc.) 2026 Fixed Operating Cost Guidance Fixed cost base positioned for operating leverage as contracted capacity scales


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Infrastructure & Regulatory Screening Feasibility & Commercial Assessment Active Pursuit & Final Diligence Phase I 500 MW to 1GW Identify areas where infrastructure fundamentals align ✓ Proximity to generation and transmission ✓ Regional grid strength ✓ Land use and zoning compatibility ✓ State and utility regulatory environment Phase II 100 - 200 sites Remove speculative or constrained sites ✓ Interconnection capacity and cost ✓ Market and pricing dynamics ✓ Fiber availability and latency routes. ✓ Community receptivity Phase III 25 - 40 aligned sites Quantify buildability and alignment with strategic objectives ✓ Engineering, supply chain, and grid diligence ✓ Environmental and permitting assessments ✓ Stakeholder alignment ✓ Time to power Phase IV 5 - 10 pursued sites De-risk and advance high- confidence opportunities ✓ Land control ✓ Power agreement negotiations ✓ Final economic validation and stakeholder signoff Refined subset of locations technically and politically possible Comprehensive inventory of viable locations for screening Clear visibility into cost and execution risk 21 <1% advance to development HPC Pipeline Filtering 25+ years of experience driving disciplined site acquisition


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Statement of Operations Note: All values in thousands except number of shares and loss per common share 22 Year Ended December 31, 2025 2024 2023 Revenue Digital asset revenue 151,556 140,051 69,229 HPC lease revenue 16,899 — — Total revenue 168,455 140,051 69,229 Costs and expenses: Cost of revenue (exclusive of depreciation shown below) 82,663 62,608 27,315 Operating expenses 12,115 3,387 2,116 Operating expenses — related party 7,632 4,262 2,773 Selling, general and administrative expenses 139,465 57,883 23,693 Selling, general and administrative expenses — related party 8,292 12,695 13,325 Depreciation 88,597 59,808 28,350 Loss (gain) on fair value of digital assets, net 612 (2,200) — Realized gain on sale of digital assets — — (3,174) Impairment of digital assets — — 3,043 Change in fair value of contingent consideration 10,397 — — Loss on disposals of property, plant, and equipment, net 4,895 17,824 1,209 Total costs and expenses 354,668 216,267 98,650 Operating loss (186,213) (76,216) (29,421) Interest expense (80,248) (19,794) (34,812) Change in fair value of warrants and derivatives (429,793) — — Loss on extinguishment of debt — (6,300) — Other income 39,044 3,927 231 Loss before income tax and equity in net (loss) income of investee (657,210) (98,383) (64,002) Income tax provision (76) — — Equity in net (loss) income of investee, net of tax (4,130) 3,363 (9,290) Gain on sale of equity interest in investee — 22,602 — Loss from continuing operations (661,416) (72,418) (73,292) Loss from discontinued operations, net of tax — — (129) Net loss $ (661,416) $ (72,418) $ (73,421) Loss per common share: Continuing operations $ (1.66) $ (0.21) $ (0.35) Discontinued operations — — — Basic and diluted $ (1.66) $ (0.21) $ (0.35) Weighted average common shares outstanding: Basic and diluted 397,608,216 351,315,476 209,956,392


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Note: In thousands, except number of shares, per share amounts and par value 23 Balance Sheet December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,266,389 $ 274,065 Restricted cash 189,933 — Accounts receivable 1,212 475 Digital assets 270 476 Prepaid expenses 6,272 2,493 Other receivables 3,395 3,799 Other current assets 10,802 123 Total current assets 3,478,273 281,431 Property, plant and equipment, net 1,507,699 411,869 Equity in net assets of investee 446,008 — Goodwill 55,457 — Operating lease right-of-use asset 103,975 85,898 Finance lease right-of-use asset 119,338 7,285 Restricted cash 266,453 — Deferred charges 572,888 — Other assets 8,091 1,028 TOTAL ASSETS $ 6,558,182 $ 787,511 LIABILITIES AND STOCKHOLDERS' EQUITY Dec 31, 2025 Dec 31, 2024 CURRENT LIABILITIES: Accounts payable 65,139 24,382 Accrued construction liabilities 102,582 16,520 Accrued compensation 1,717 4,552 Accrued interest 52,775 2,559 Accrued lessor costs 27,625 — Other accrued liabilities 44,828 2,414 Other amounts due to related parties 200 1,391 Current portion of deferred rent liability 58,184 — Current portion of operating lease liability 2,015 25 Current portion of finance lease liability 2 2 Warrant liabilities 844,698 — Current portion of long-term debt 46,316 — Short-term convertible notes 489,767 — Total current liabilities 1,735,848 51,845 Deferred rent liability, net of current portion 23,285 — Operating lease liability, net of current portion 22,309 3,427 Finance lease liability, net of current portion 289 292 Long-term debt 3,052,240 — Convertible notes 1,582,788 487,502 Deferred tax liabilities 76 — Other liabilities 902 — TOTAL LIABILITIES 6,417,737 543,066 STOCKHOLDERS' EQUITY: Preferred stock — 9,273 Common stock 444 404 Additional paid-in capital 1,285,202 685,261 Treasury stock (151,509) (118,217) Accumulated deficit (993,692) (332,276) Total stockholders' equity 140,445 244,445 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,558,182 $ 787,511


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Adjusted EBITDA Note: All values in thousands. The Company presents adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“GAAP”). We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measure” commencing on page 36, under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Dec 31, 2024, Form 10-K. 24 RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA Year Ended Dec 31, 2025 Year Ended Dec 31, 2024 Net loss $ (661,416) $ (72,418) Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: Loss from discontinued operations, net of tax — — Gain on sale of equity interest in investee — (22,602) Equity in net loss (income) of investee, net of tax 4,130 (3,363) Distributions from investee, related to Nautilus — 22,776 Income tax provision 76 — Other income (39,044) (3,927) Change in fair value of warrants and derivatives 429,793 — Loss on extinguishment of debt — 6,300 Interest expense 80,248 19,794 Loss on disposals of property, plant, and equipment, net 4,895 17,824 Change in fair value of contingent consideration 10,397 — Depreciation 88,597 59,808 Amortization of right-of-use asset 4,456 1,373 Stock-based compensation expense 50,909 30,927 Transaction-based compensation expense — 3,885 Related party expense to be settled with respect to common stock 2,375 — Beowulf E&D acquisition-related transaction costs 1,475 — Non-GAAP Adjusted EBITDA $ (23,109) $ 60,377


 

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 1. Dilution figures assume principal of $500M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method) 2. Dilution figures assume principal of $1,000M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method) 3. Dilution figures assume principal of $1,025M is repaid in cash 25 Outstanding 13.00$ 14.50$ 16.00$ 17.50$ 19.00$ 20.50$ 22.00$ 23.50$ Common Stock 418,682 418,682 418,682 418,682 418,682 418,682 418,682 418,682 418,682 2030 Convertible Notes (1) 907 6,913 11,792 15,836 19,240 22,147 24,657 26,847 2031 Convertible Notes (2) - - - - 1,016 6,829 11,850 16,229 2032 Convertible Notes (3) - - - - - 1,411 4,820 7,794 Preferred Stock, Convertible into Common Stock 1,215 1,215 1,215 1,215 1,215 1,215 1,215 1,215 1,215 Warrants to Purchase Common Stock $0.010 Exercise Price 73,722 73,665 73,671 73,676 73,680 73,683 73,686 73,688 73,691 $1.000 Exercise Price 4,659 4,301 4,338 4,368 4,393 4,414 4,432 4,447 4,461 $1.925 Exercise Price 6,329 5,392 5,489 5,568 5,633 5,688 5,735 5,775 5,811 Subtotal 84,710 83,358 83,498 83,611 83,705 83,785 83,852 83,911 83,962 Omnibus Incentive Plan Equity Awards - Unvested 15,596 15,596 15,596 15,596 15,596 15,596 15,596 15,596 15,596 Estimated Fully Diluted Shares 520,203 519,758 525,903 530,897 535,034 539,534 549,732 560,730 570,324 Estimated Diluted Shares at Various Share Prices (Based on the Treasury Method) TeraWulf Capitalization Table As of February 26, 2026


 

FAQ

How did TeraWulf (WULF) perform financially in full-year 2025?

TeraWulf generated $168.5 million in 2025 revenue, mainly from digital asset mining with growing HPC lease contributions. The company recorded a substantially larger net loss of $661.4 million, reflecting higher operating costs, interest expense and sizeable non-cash losses on warrants and derivatives.

What is the size of TeraWulf (WULF)’s contracted AI and HPC platform?

TeraWulf reported long-term data center lease agreements totaling 522 critical IT MW, tied to more than $12.8 billion in contracted revenue. These agreements span campuses such as Lake Mariner and the Abernathy joint venture, providing multi-year revenue visibility and credit-enhanced counterparties.

What was TeraWulf (WULF)’s liquidity position at December 31, 2025?

As of December 31, 2025, TeraWulf held $3.72 billion in cash, cash equivalents and restricted cash. This balance reflects substantial project financing activity to support its expanding AI and HPC infrastructure portfolio, including major buildouts at Lake Mariner and related development sites.

How leveraged is TeraWulf (WULF) after its 2025 expansion?

Total liabilities climbed to $6.42 billion at year-end 2025. This includes $3.05 billion of long-term debt and $1.58 billion in convertible notes, alongside warrant and lease liabilities, reflecting heavy use of financing to fund large-scale data center projects.

What was TeraWulf (WULF)’s 2025 non-GAAP adjusted EBITDA?

For 2025, TeraWulf reported non-GAAP adjusted EBITDA of $(23.1) million. This measure adjusts net loss for items such as interest, taxes, depreciation, stock-based compensation, fair value changes in warrants, and other non-core or non-cash items highlighted by management.

How is TeraWulf (WULF) balancing bitcoin mining and HPC leasing?

In 2025, TeraWulf generated $151.6 million in digital asset revenue while adding $16.9 million in HPC lease revenue. Management described HPC hosting as its primary growth engine, with legacy mining infrastructure operated opportunistically alongside long-term AI and HPC data center leases.

Filing Exhibits & Attachments

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