TeraWulf plans $3.2B senior secured notes due 2030

TeraWulf Inc. (WULF) announced that its wholly-owned indirect subsidiary, WULF Compute LLC, intends to offer $3.2 billion aggregate principal amount of senior secured notes due 2030.

Rhea-AI Filing Summary

TeraWulf Inc. (WULF) announced that its wholly-owned indirect subsidiary, WULF Compute LLC, intends to offer $3.2 billion aggregate principal amount of senior secured notes due 2030. The company also provided updated risk factors, included as Exhibit 99.1.

The disclosure was provided under Regulation FD and is being furnished, not filed, which means it is not subject to certain liability provisions and is not incorporated by reference into other filings. The company included customary forward‑looking statements noting that actual outcomes may differ due to market conditions and other factors, and referenced its previously filed risk discussions for additional detail.

This update signals a planned large-scale debt financing at the subsidiary level using secured notes maturing in 2030, with specifics on pricing, covenants, and allocation not detailed in this disclosure.

Insights

Corporate credit analyst

Planned $3.2B secured notes; impact hinges on final terms.

TeraWulf outlines an intended issuance of $3.2 billion senior secured notes due 2030 via subsidiary WULF Compute LLC. Senior secured status suggests collateral backing at the subsidiary, which typically ranks ahead of unsecured claims.

Key credit effects depend on coupon, covenants, security package, and any structural subordination to existing debt. The filing frames completion and size as subject to market conditions, and references updated risk factors.

The disclosure is furnished under Item 7.01, limiting legal incorporation. Actual capital structure and liquidity impact will be determined by the final terms and closing, which are not specified in the excerpt.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

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

What did TeraWulf (WULF) announce in its 8-K?

A planned offering by subsidiary WULF Compute LLC of $3.2 billion aggregate principal amount of senior secured notes due 2030, with updated risk factors in Exhibit 99.1.

How large is the proposed TeraWulf notes offering and when do they mature?

The company disclosed an intended offering of $3.2 billion in senior secured notes, due 2030.

Who is issuing the notes for TeraWulf (WULF)?

The issuer is WULF Compute LLC, TeraWulf’s wholly-owned indirect subsidiary.

Are the TeraWulf risk factors updated in this disclosure?

Yes. Exhibit 99.1 contains updated risk factors referenced in connection with the intended offering.

Is the information considered filed or furnished?

It is furnished under Item 7.01 of Regulation FD and is not deemed filed or incorporated by reference.

What elements are subject to change in the offering?

The company notes forward-looking statements about the completion, size, timing, use of proceeds, and terms of the notes.

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

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Accepted by SEC EDGAR 10/14/2025 - 04:58 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): October 14, 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 7.01. Regulation FD Disclosure.

As previously disclosed by TeraWulf Inc. (“TeraWulf” or the “Company”) in its Current Report on Form 8-K filed on October 14, 2025, WULF Compute LLC, the Company’s wholly-owned indirect subsidiary, intends to offer $3.2 billion aggregate principal amount of senior secured notes due 2030 (the “Offering”). In connection with the Offering, the Company disclosed updated risk factors, which are attached hereto as Exhibit 99.1.

The information contained in Item 7.01 of this Current Report (as well as in Exhibit 99.1 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.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Risk Factors.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 14, 2025	TERAWULF, INC.
	By:	/s/ Patrick A. Fleury
	Name:	Patrick A. Fleury
	Title:	Chief Financial Officer