TeraWulf signs Anthropic lease with about $19B revenue
The Anthropic lease represents approximately $19 billion of contracted revenue, while Muskie's expansion to 1 GW remains subject to regulatory approval.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
TeraWulf reported third-quarter 2026 revenue of $76.2 million, compared with $50.6 million a year earlier; HPC lease revenue was $63.0 million, about 83% of revenue. Net income attributable to TeraWulf was $709.9 million, versus a $455.1 million loss in third-quarter 2025; the quarter included a $728.4 million non-cash benefit from the change in fair value of warrant and derivative liabilities and a $95.0 million gain on the Abernathy sale. Adjusted EBITDA, a non-GAAP measure, was $(12.8) million versus $18.1 million.
As of September 30, 2026, Lake Mariner had 102 MW of operating critical IT capacity and 336 MW under construction. TeraWulf signed a 20-year lease with Anthropic for approximately 401 MW, representing approximately $19 billion of contracted revenue over the initial term; delivery is expected to begin in late 2027. Muskie's contracted power expanded to 1 GW, subject to Kentucky Public Service Commission approval. TeraWulf ended the quarter with approximately $2.4 billion of cash, cash equivalents and restricted cash. TeraWulf received $250 million from the Abernathy sale during the quarter, with $150 million expected on or before December 31, 2026, and approximately $130 million, subject to adjustments, on or before April 30, 2027.
2 points · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Anthropic's 20-year lease represents approximately $19 billion in initial-term contracted revenue. 3.8× market cap
- Moderate pointQuarterly revenue reached $76.2 million, up from $50.6 million year over year.
Negative
- Moderate pointAdjusted EBITDA shifted to $(12.8) million from $18.1 million.
Filing Explained
At
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
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, or exhibit attachments filed with this report.
Key Figures
Revenue: $76.2 million
HPC lease revenue: $63.0 million
Net income attributable to TeraWulf: $709.9 million
+5 more
8 metrics
Revenue
$76.2 million
Three months ended September 30, 2026; $50.6 million in third-quarter 2025.
HPC lease revenue
$63.0 million
Third quarter 2026; approximately 83% of total revenue.
Net income attributable to TeraWulf
$709.9 million
Three months ended September 30, 2026; compared with a $455.1 million loss in third-quarter 2025.
Adjusted EBITDA
$(12.8) million
Third quarter 2026; $18.1 million in third-quarter 2025.
Cash, cash equivalents and restricted cash
Approximately $2.4 billion
At September 30, 2026.
Anthropic lease critical IT capacity
Approximately 401 MW
Under the 20-year lease.
Anthropic contracted revenue
Approximately $19 billion
Over the initial lease term.
Abernathy sale cash consideration received
$250 million
Received during the third quarter of 2026.
Key Terms
Adjusted EBITDA, critical IT capacity, Google Credit Backstop, accordion feature, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA, a non-GAAP measure"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
critical IT capacity technical
"401 MW of critical IT capacity"
Essential computing resources and services a company needs to run its core operations—such as servers, networks, cloud capacity, data storage, security, and business applications. Investors care because shortages, outages, or underinvestment can halt sales, trigger regulatory fines, or damage reputation, while excess or well-scaled capacity supports growth and efficiency; think of it as a company’s power grid and plumbing—if it fails, everything else stops.
Google Credit Backstop financial
"Google Credit Backstop for Project Financing"
accordion feature financial
"uncommitted accordion feature permitting up to $150 million"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.
ready-for-service technical
"Phased ready-for-service completions are expected"
A ready-for-service designation means a built asset or system has completed construction, testing, and any regulatory inspections and is available to begin normal operations. For investors it signals the project can start generating revenue or be placed into service for accounting and regulatory purposes, similar to an appliance being fully installed, inspected, and switched on so it can be used and billed for.
Earnings Snapshot
Revenue: $76.2 million · Guidance included
Third quarter 2026
Revenue
$76.2 million
Compared with $50.6 million in third-quarter 2025
HPC lease revenue
$63.0 million
Compared with $7.2 million in third-quarter 2025
Net income attributable to TeraWulf
$709.9 million
Compared with a $455.1 million loss in third-quarter 2025
Adjusted EBITDA
$(12.8) million
Compared with $18.1 million in third-quarter 2025
Guidance
Reaffirmed target of contracting 250 MW to 500 MW of incremental critical IT capacity annually.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were WULF's third-quarter 2026 financial results?
TeraWulf reported $76.2 million of revenue for the three months ended September 30, 2026, versus $50.6 million a year earlier. Net income attributable to TeraWulf was $709.9 million, compared with a $455.1 million loss; the quarter included a $728.4 million non-cash fair-value change in warrant and derivative liabilities. Adjusted EBITDA was $(12.8) million, versus $18.1 million.
What are the terms of WULF's Anthropic lease?
TeraWulf signed a 20-year lease with Anthropic for approximately 401 MW of critical IT capacity, representing approximately $19 billion of contracted revenue over the initial term. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028; the project has Google credit support and a definitive EPC agreement with Fluor Enterprises.
What approval is needed for WULF's Muskie power expansion?
Muskie's contracted power expanded from 500 MW to 1,000 MW through amended agreements, subject to Kentucky Public Service Commission approval. The presentation states that approval for 1 GW would supersede the firm 500 MW already approved, and the anticipated second 500 MW phase is targeted for 2029.
What are WULF's revolving credit commitments after the amendment?
After quarter-end, TeraWulf increased commitments under its Revolving Credit Agreement from $250 million to $400 million and added an uncommitted accordion feature permitting up to $150 million of additional commitments, subject to certain conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(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 | ||||||
The | ||||||||
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 November 6, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the third quarter ended September 30, 2026. The Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 6, 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 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 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 November 6, 2026. | |||||||
99.2 | Presentation of the Company, dated November 6, 2026. | |||||||
| 104.1 | 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.
| TERAWULF INC. | |||||
Date: November 6, 2026 | |||||
| By: | /s/ Patrick A. Fleury | ||||
| Name: | Patrick A. Fleury | ||||
| Title: | Chief Financial Officer | ||||
Exhibit 99.1
TeraWulf Reports Third Quarter 2026 Results
HPC lease revenue reaches $63.0 million, representing ~83% of third-quarter revenue
102 MW of critical IT capacity online at Lake Mariner, with an additional 336 MW under construction and progressing within cost guidance
Secured Google Credit Backstop for Anticipated Project Financing in Support of $19 Billion Anthropic Lease; Executed Definitive Fluor EPC Agreement at Justified Data Campus
Muskie contracted power expands to 1 GW; Company reaffirms target of contracting 250–500 MW of incremental critical IT capacity annually
EASTON, Md. – November 6, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a vertically integrated owner, developer and operator of large-scale digital infrastructure, today announced its financial results for the third quarter ended September 30, 2026 and provided an update on execution across its power-backed digital infrastructure platform.
Third-quarter results reflect continued growth in contracted HPC operations at Lake Mariner and significant progress across the Company’s development portfolio, including the Justified and Muskie data campuses in Kentucky.
Third Quarter 2026 and Recent Highlights
•Financial Performance: Generated third-quarter revenue of $76.2 million, including $63.0 million of HPC lease revenue, representing approximately 83% of total revenue. Net income increased to approximately $709.9 million, benefiting from a non-cash change in fair value of warrants. Non-GAAP Adjusted EBITDA was approximately $(12.8) million.
•Lake Mariner: Operated 102 MW of revenue-generating critical IT capacity as of September 30, 2026, with an additional 336 MW under construction across CB-4 and CB-5. CB-4 remains on track for phased delivery and rent commencement during the fourth quarter. CB-5 remains targeted to begin phased delivery in early 2027. WULF Compute continues to progress within the Company’s previously disclosed cost guidance of $8 million to $10 million per critical IT MW.
•Justified: Executed a 20-year lease with Anthropic for approximately 401 MW of critical IT capacity, representing approximately $19 billion of contracted revenue over the initial term. On November 4, 2026, TeraWulf announced a Google Credit Backstop for Project Financing in support of Anthropic’s lease and a definitive EPC agreement with Fluor Enterprises, Inc. covering three data center buildings. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.
•Muskie: Increased contracted power capacity from 500 MW to 1,000 MW through amended electric service and transmission infrastructure agreements with Kentucky Power Company, subject to approval by the Kentucky Public Service Commission. The expansion advances the anticipated delivery of the second 500 MW phase to 2029.
•Liquidity and Financial Flexibility: Ended the quarter with approximately $2.4 billion of cash, cash equivalents and restricted cash. Subsequent to quarter-end, TeraWulf increased commitments under its Revolving Credit Agreement from $250 million to $400 million and
added an uncommitted accordion feature permitting up to $150 million of additional commitments, subject to certain conditions.
•Capital Recycling: Completed the sale of the Company’s 50.1% interest in the Abernathy Joint Venture, receiving $250 million of cash consideration during the quarter with the remaining consideration expected to be received (i) $150 million on or before December 31, 2026, and (ii) approximately $130 million, subject to certain adjustments, on or before April 30, 2027. The Company recognized a $95 million gain on the sale during the quarter.
•Growth Target: Reaffirmed the Company’s target of contracting 250 MW to 500 MW of incremental critical IT capacity annually, with a continued focus on secured power, high-quality customer demand and attractive risk-adjusted returns.
Management Commentary
Paul Prager, Chairman and Chief Executive Officer of TeraWulf, commented:
“Third-quarter results reflect strong execution across the business. Lake Mariner is delivering contracted capacity and generating revenue, Justified has the customer, credit support and construction framework to move forward at scale, and Muskie gives us a contracted path to a gigawatt of power.
We remain disciplined about where we deploy capital and the returns we require. Our focus is simple: execute on our commitments, protect our economics and create long-term value for shareholders.”
Patrick Fleury, Chief Financial Officer of TeraWulf, added:
“We ended the quarter with substantial liquidity and further strengthened our financial flexibility through the Abernathy monetization and expansion of our revolving credit facility.
With Lake Mariner progressing within cost guidance and Justified supported by investment-grade credit, we remain well positioned to fund our contracted development while maintaining balance sheet flexibility.”
Investor Conference Call and Webcast
The Company will host its third quarter 2026 earnings conference call and webcast today, November 6, 2026, at 8:00 a.m. Eastern Time. The webcast can be accessed by registering online at https://viavid.webcasts.com/starthere.jsp?ei=1779327&tp_key=e1c5fd1ee8. The call will be available for replay in the “News & Events” section of the Company’s website at https://investors.terawulf.com/events-and-presentations/.
About TeraWulf
TeraWulf develops, owns and operates large-scale, power-backed digital infrastructure in the United States, purpose-built for high-performance computing and artificial intelligence workloads. The Company combines long-term control of land, power and interconnection infrastructure with deep in-house expertise in energy markets, infrastructure development and data center operations. TeraWulf operates the Lake Mariner Data Campus in New York and is developing and pursuing additional large-scale campuses in Kentucky, New York and Maryland. The Company also operates existing bitcoin-mining infrastructure at Lake Mariner, portions of which are being repurposed to support contracted HPC development.
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 its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s ability to 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
Investors@terawulf.com
Media:
media@terawulf.com
media@terawulf.com
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(In thousands, except number of shares and par value; unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 1,602,127 | $ | 3,266,389 | |||||||
| Restricted cash | 486,702 | 189,933 | |||||||||
| Accounts receivable | 17,000 | 1,212 | |||||||||
| Digital assets | 1,527 | 270 | |||||||||
| Prepaid expenses | 20,232 | 6,272 | |||||||||
Receivable for sale of equity in net assets of investee | 272,762 | — | |||||||||
| Other current assets | 26,739 | 14,197 | |||||||||
| Total current assets | 2,427,089 | 3,478,273 | |||||||||
| Property, plant and equipment, net | 4,580,681 | 1,507,699 | |||||||||
| Equity in net assets of investee | — | 446,008 | |||||||||
| Goodwill | 55,457 | 55,457 | |||||||||
| Operating lease right-of-use asset | 103,530 | 103,975 | |||||||||
| Finance lease right-of-use asset | 117,130 | 119,338 | |||||||||
| Restricted cash | 266,491 | 266,453 | |||||||||
| Deferred charges | 571,125 | 572,888 | |||||||||
| Restricted trust investments | 19,434 | — | |||||||||
| Other assets | 9,765 | 8,091 | |||||||||
| TOTAL ASSETS | $ | 8,150,702 | $ | 6,558,182 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 237,710 | $ | 65,139 | |||||||
| Accrued construction liabilities | 329,054 | 102,582 | |||||||||
| Accrued interest | 120,229 | 52,775 | |||||||||
| Other current liabilities | 121,041 | 74,170 | |||||||||
| Other amounts due to related parties | 400 | 200 | |||||||||
| Current portion of deferred rent liability | 34,503 | 58,184 | |||||||||
| Current portion of operating lease liability | 2,195 | 2,015 | |||||||||
| Current portion of finance lease liability | 3 | 2 | |||||||||
| Warrant liabilities | 1,088,248 | 844,698 | |||||||||
| Current portion of long-term debt | 81,330 | 46,316 | |||||||||
| Short-term convertible notes | 491,544 | 489,767 | |||||||||
| Total current liabilities | 2,506,257 | 1,735,848 | |||||||||
| Deferred rent liability, net of current portion | — | 23,285 | |||||||||
| Operating lease liability, net of current portion | 23,521 | 22,309 | |||||||||
| Finance lease liability, net of current portion | 366 | 289 | |||||||||
| Long-term debt | 3,032,094 | 3,052,240 | |||||||||
| Convertible notes | 1,627,342 | 1,582,788 | |||||||||
| Deferred tax liabilities | 160 | 76 | |||||||||
| Other liabilities | 90,414 | 902 | |||||||||
| TOTAL LIABILITIES | 7,280,154 | 6,417,737 | |||||||||
| Commitments and Contingencies (See Note 12) | |||||||||||
| EQUITY: | |||||||||||
| Preferred stock, $0.001 par value, 100,000,000 authorized at September 30, 2026 and December 31, 2025; none issued and outstanding at September 30, 2026 and December 31, 2025; aggregate liquidation preference of $0 at September 30, 2026 and December 31, 2025 | — | — | |||||||||
| Common stock, $0.001 par value, 950,000,000 authorized at September 30, 2026 and December 31, 2025; 525,340,360 and 444,534,694 issued at September 30, 2026 and December 31, 2025, respectively; 501,371,610 and 420,065,944 outstanding at September 30, 2026 and December 31, 2025, respectively | 525 | 444 | |||||||||
| Additional paid-in capital | 2,669,797 | 1,285,202 | |||||||||
Treasury stock at cost, 23,968,750 and 24,468,750 at September 30, 2026 and December 31, 2025, respectively | (148,309) | (151,509) | |||||||||
| Accumulated deficit | (1,651,331) | (993,692) | |||||||||
Total TeraWulf Inc. stockholders’ equity | 870,682 | 140,445 | |||||||||
| Noncontrolling interests | (134) | — | |||||||||
| Total equity | 870,548 | 140,445 | |||||||||
TOTAL LIABILITIES AND EQUITY | $ | 8,150,702 | $ | 6,558,182 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands, except number of shares and per share amounts; unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Digital asset revenue | $ | 13,244 | $ | 43,375 | $ | 39,069 | $ | 125,416 | |||||||||||||||
| HPC lease revenue | 62,986 | 7,203 | 115,940 | 7,203 | |||||||||||||||||||
| Total revenue | 76,230 | 50,578 | 155,009 | 132,619 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation shown below) | 25,188 | 17,123 | 39,949 | 63,770 | |||||||||||||||||||
| Operating expenses | 37,742 | 2,921 | 68,463 | 6,104 | |||||||||||||||||||
| Operating expenses – related party | 1,713 | 1,582 | 5,632 | 4,805 | |||||||||||||||||||
| Selling, general and administrative expenses | 56,781 | 16,550 | 296,797 | 73,119 | |||||||||||||||||||
| Selling, general and administrative expenses – related party | 368 | 126 | 15,056 | 7,989 | |||||||||||||||||||
| Depreciation | 29,636 | 26,502 | 79,354 | 60,862 | |||||||||||||||||||
(Gain) loss on fair value of digital assets, net | (591) | (338) | 861 | (355) | |||||||||||||||||||
| Change in fair value of contingent consideration | — | 8,797 | — | 10,397 | |||||||||||||||||||
| Impairment of property, plant, and equipment | 9,724 | — | 35,421 | — | |||||||||||||||||||
| Loss on disposals of property, plant, and equipment | 3,894 | 1,987 | 4,293 | 5,818 | |||||||||||||||||||
| Total costs and expenses | 164,455 | 75,250 | 545,826 | 232,509 | |||||||||||||||||||
| Operating loss | (88,225) | (24,672) | (390,817) | (99,890) | |||||||||||||||||||
| Interest expense | (53,554) | (9,830) | (177,014) | (17,891) | |||||||||||||||||||
| Change in fair value of warrant and derivative liabilities | 728,442 | (424,642) | (243,550) | (424,642) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | (7,116) | — | |||||||||||||||||||
| Interest income | 28,580 | 4,094 | 86,947 | 7,585 | |||||||||||||||||||
Other (loss) income, net | (183) | — | 747 | — | |||||||||||||||||||
Income (loss) before income tax, equity in net loss of investee and gain on sale of equity interest in investee | 615,060 | (455,050) | (730,803) | (534,838) | |||||||||||||||||||
| Income tax provision | (28) | — | (84) | — | |||||||||||||||||||
| Equity in net loss of investee, net of tax | (493) | — | (23,104) | — | |||||||||||||||||||
| Gain on sale of equity interest in investee | 94,995 | — | 94,995 | — | |||||||||||||||||||
Net income (loss) | 709,534 | (455,050) | (658,996) | (534,838) | |||||||||||||||||||
| Less: net loss attributable to noncontrolling interests | (378) | — | (1,357) | — | |||||||||||||||||||
Net income (loss) attributable to TeraWulf Inc. | $ | 709,912 | $ | (455,050) | $ | (657,639) | $ | (534,838) | |||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 1.42 | $ | (1.13) | $ | (1.40) | $ | (1.37) | |||||||||||||||
Diluted | $ | (0.03) | $ | (1.13) | $ | (1.40) | $ | (1.37) | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 500,068,776 | 401,559,291 | 469,883,421 | 390,602,067 | |||||||||||||||||||
Diluted | 573,606,743 | 401,559,291 | 469,883,421 | 390,602,067 | |||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands; unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ | (658,996) | $ | (534,838) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Amortization of debt issuance costs, commitment fees and accretion of debt discount | 31,862 | 7,112 | |||||||||
Accretion of deferred cash consideration in asset acquisition | 1,033 | — | |||||||||
Accretion of interest income from sale of equity in net assets of investee | (4,136) | — | |||||||||
| Related party expense settled with respect to common stock | — | 2,375 | |||||||||
| Stock-based compensation expense | 215,376 | 44,323 | |||||||||
| Stock-based charitable contribution | 14,390 | — | |||||||||
| Depreciation | 79,354 | 60,862 | |||||||||
Accretion of asset retirement obligations | 685 | — | |||||||||
| Change in asset retirement obligations estimate | (58) | — | |||||||||
| Amortization of right-of-use asset | 5,646 | 2,602 | |||||||||
| Revenue recognized from digital assets mined and hosting services | (39,069) | (125,416) | |||||||||
| Loss (gain) on fair value of digital assets, net | 861 | (355) | |||||||||
| Change in fair value of contingent consideration | — | 10,397 | |||||||||
| Impairment of property, plant, and equipment | 35,421 | — | |||||||||
| Loss on disposals of property, plant, and equipment | 4,293 | 5,818 | |||||||||
| Change in fair value of warrant and derivative liabilities | 243,550 | 424,642 | |||||||||
| Loss on extinguishment of debt | 7,116 | — | |||||||||
Deferred income tax provision | 84 | — | |||||||||
Other income | (747) | — | |||||||||
| Equity in net loss of investee, net of tax | 23,104 | — | |||||||||
Gain on sale of equity interest in investee | (94,995) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Increase in accounts receivable | (15,848) | (3,052) | |||||||||
Increase in prepaid expenses | (13,960) | (3,275) | |||||||||
Increase in other current assets | (21,121) | (4,662) | |||||||||
Decrease (increase) in deferred charges | 1,763 | (57,462) | |||||||||
Decrease (increase) in other assets | 215 | (200) | |||||||||
Increase (decrease) in accounts payable | 3,996 | (5,651) | |||||||||
Increase in accrued interest and other current liabilities | 50,009 | 46,957 | |||||||||
Increase (decrease) in other amounts due to related parties | 200 | (620) | |||||||||
(Decrease) increase in deferred rent liability | (46,966) | 86,157 | |||||||||
| Decrease in operating lease liability | (1,523) | (299) | |||||||||
(Decrease) increase in other liabilities | (487) | 9,576 | |||||||||
Net cash used in operating activities | (178,948) | (35,009) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of and deposits on plant and equipment | (2,230,788) | (445,199) | |||||||||
| Proceeds from sales of property, plant and equipment | 445 | 8,828 | |||||||||
Cash paid for asset acquisitions | (234,653) | — | |||||||||
| Acquisition of a business, net of cash acquired | — | (21,731) | |||||||||
Purchase of securities by trust | (22,561) | — | |||||||||
Proceeds from sale of securities by trust | 1,997 | — | |||||||||
| Proceeds from sale of digital assets | 37,011 | 125,775 | |||||||||
Proceeds from sale of equity in net assets of investee | 250,000 | — | |||||||||
| Net cash used in investing activities | (2,198,549) | (332,327) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of short-term debt, net of issuance costs paid of $7,250 and $0 | 92,750 | — | |||||||||
| Repayment of short-term debt | (100,075) | — | |||||||||
| Proceeds from issuance of convertible notes, net of issuance costs paid of $0 and $24,671 | — | 975,329 | |||||||||
| Payment of debt issuance costs | (41,419) | (1,098) | |||||||||
| Principal payments on finance lease | — | (9,158) | |||||||||
| Proceeds from issuance of common stock, net of issuance costs paid of $35,864 and $0 | 1,199,820 | — | |||||||||
| Proceeds from exercise of warrants | 7,038 | 3,129 | |||||||||
| Payment for settlement of preferred stock conversion | — | (12) | |||||||||
| Purchase of capped calls | — | (100,600) | |||||||||
| Purchase of treasury stock | — | (33,292) | |||||||||
| Payments of tax withholding related to net share settlements of stock-based compensation awards | (148,072) | (28,273) | |||||||||
Net cash provided by financing activities | 1,010,042 | 806,025 | |||||||||
| Net change in cash, cash equivalents and restricted cash | (1,367,455) | 438,689 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 3,722,775 | 274,065 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,355,320 | $ | 712,754 | |||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | 136,078 | $ | 7,119 | |||||||
| 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 income (loss) adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset, accretion of asset retirement obligations, related party expenses settled with respect to Common Stock and stock-based charitable contribution to The TeraWulf Charitable Foundation 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) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture and the gain on sale of equity interest in investee; (iv) interest income and other (loss) income, net for which management believes are not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment which are not reflective of the Company’s general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities.
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 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.
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 income (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 condensed 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 income/loss) for the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net income (loss) attributable to TeraWulf Inc. | $ | 709,912 | $ | (455,050) | $ | (657,639) | $ | (534,838) | |||||||||||||||
| Net loss attributable to non-controlling interest | (378) | — | (1,357) | — | |||||||||||||||||||
Net income (loss) | 709,534 | (455,050) | (658,996) | (534,838) | |||||||||||||||||||
Adjustments to reconcile net income (loss) to non-GAAP Adjusted EBITDA: | |||||||||||||||||||||||
| Gain on sale of equity interest in investee | (94,995) | — | (94,995) | — | |||||||||||||||||||
| Equity in net loss of investee, net of tax | 493 | — | 23,104 | — | |||||||||||||||||||
| Income tax provision | 28 | — | 84 | — | |||||||||||||||||||
Other loss (income), net | 183 | — | (747) | — | |||||||||||||||||||
| Interest income | (28,580) | (4,094) | (86,947) | (7,585) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 7,116 | — | |||||||||||||||||||
| Change in fair value of warrant and derivative liabilities | (728,442) | 424,642 | 243,550 | 424,642 | |||||||||||||||||||
| Interest expense | 53,554 | 9,830 | 177,014 | 17,891 | |||||||||||||||||||
| Loss on disposals of property, plant, and equipment | 3,894 | 1,987 | 4,293 | 5,818 | |||||||||||||||||||
| Impairment of property, plant, and equipment | 9,724 | — | 35,421 | — | |||||||||||||||||||
| Change in fair value of contingent consideration | — | 8,797 | — | 10,397 | |||||||||||||||||||
| Depreciation | 29,636 | 26,502 | 79,354 | 60,862 | |||||||||||||||||||
Accretion of asset retirement obligations | 250 | — | 685 | — | |||||||||||||||||||
| Amortization of right-of-use asset | 1,901 | 1,167 | 5,646 | 2,602 | |||||||||||||||||||
| Stock-based compensation expense | 30,019 | 4,345 | 215,376 | 44,323 | |||||||||||||||||||
| Stock-based charitable contribution | — | — | 14,390 | — | |||||||||||||||||||
| Related party expense settled with respect to common stock | — | — | — | 2,375 | |||||||||||||||||||
| Acquisition-related transaction costs | — | — | 438 | 1,475 | |||||||||||||||||||
| Non-GAAP Adjusted EBITDA | $ | (12,801) | $ | 18,126 | $ | (35,214) | $ | 27,962 | |||||||||||||||
THE POWER OF INFRASTRUCTURE Q3 2026 INVESTOR UPDATE Q3 2026 BUSINESS UPDATE NOVEMBER 6, 2026
SAFE HARBOR STATEMENT SAFE HARBOR 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) TeraWulf’s ability to a ract additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s ability to perform under its 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. This presentation contains references to certain non-GAAP financial measures, including “Adjusted EBITDA,“ “net debt” and "non-GAAP Segment Margin". For definitions of these terms and a detailed reconciliation between the non- GAAP financial results presented in this presentation and the corresponding GAAP measures, please refer to the Footnotes and Appendix in this presentation. In addition, this presentation includes a forward-looking non-GAAP financial measure, “net operating income” (“NOI”), which the Company defines as lease revenue for a specific lease less cost of revenue. Cost of revenue includes labor, insurance, property taxes, security, IT equipment , software and labor, and other costs directly related to the lease. Management uses NOI to assess the projected operating performance of individual leases. The most directly comparable GAAP measure is segment gross profit or loss. NOI has significant limitations as an analytical tool and should not be considered in isolation or as a substitute for GAAP results. In evaluating NOI, you should be aware that future non-reimbursable lease operating expenses may arise that are not currently known. The Company’s presentation of NOI should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. This measure excludes the impact of capital expenditures, material financial obligations, general and administrative expenses and depreciation and amortization, all of which have real economic effects and could materially affect the Company’s consolidated financial results. Definitions and calculations of NOI may vary among companies, and therefore the Company’s NOI may not be comparable to similar measures published by others. A reconciliation of NOI to segment gross profit or loss is not provided because NOI is only calculated for specific leases. Certain amounts cannot be reasonably estimated without unreasonable efforts because certain reconciling metrics are out of the Company’s control, and such estimates would imply a degree of precision that could be misleading to investors. 2
Q3 AND RECENT EXECUTION HIGHLIGHTS Building momentum through Q3 2026 WULF OVERVIEW 3 HPC RENT REVENUE UP 71% QoQ $46.0M Q3 HPC RENT REVENUE1 Up from $26.9M in Q2 2026 ~60% of total Q3 revenue ABERNATHY JV MONETIZATION COMPLETED ~$530M AGGREGATE CONSIDERATION Partial JV monetization closed in Q3 ~20% IRR on Abernathy JV investment GOOGLE + FLUOR AT JUSTIFIED 401 MW CONTRACTED CRITICAL IT Google credit support for Anthropic lease Fluor serving as EPC contractor CB-4 & CB-5 CONSTRUCTION ADVANCING 336 MW PHASED DELIVERY AT LAKE MARINER CB-4: 168 MW phased Nov–Dec 2026 CB-5: 168 MW targeted Q1 2027 MUSKIE EXPANDED TO 1 GW 1 GW CONTRACTED POWER CAPACITY Expanded under October amended agreements Subject to regulatory approval CREDIT FACILITY UPSIZED $400M REVOLVING CREDIT COMMITMENTS Upsized from $250M to $400M; $150M accordion option2 LC sublimit eliminated (1) Figure only includes rent revenue; power pass through, tenant fit out and other maintenance revenues are excluded. (2) Subject to the availability of additional commitments and satisfaction of certain other conditions.
WULF INVESTMENT CASE Power is the constraint. We control it. WULF OVERVIEW 839 MW CONTRACTED CRITICAL IT ~$27B CONTRACTED REVENUE ~$1.5B AVG. ANNUALIZED NOI (2) ~2.1 GW DEVELOPMENT PIPELINE(1) 250–500 MW ANNUAL SIGNINGS TARGET POWER CONTROL Scalable, power-advantaged sites across key markets Utility partnerships as interconnection dynamics evolve CONTRACTED CASH FLOW 10–20-year, credit-backed leases Stable, recurring cash flows EXECUTION 102 MW delivered and operating 737 MW under construction CAPITAL DISCIPLINE Project-level financing Capital recycling, e.g. Abernathy JV monetization (~$530M) (1) Pipeline capacity includes Chesapeake Data, the acquisition of which is pending closing and regulatory approvals. (2) NOI is a non-GAAP financial measure. 4
Q3 2026 FINANCIAL PERFORMANCE HPC gross lease revenue increased 97% QoQ and represents ~83% of total revenue Commentary Delta Q3 20261 Q2 2026 Metric ~83% of Revenue in Q3 was HPC $31.4M $76.2M $44.8M Total Revenue +97% QoQ $31.1M $63.0M $31.9M Gross HPC Lease Revenue2 Primarily driven by $728.4M benefit from non-cash change in fair value of warrants $1.6B $709.9M ($939.9M) Net (Loss) Income Scaling of HPC business drives improved performance $5.5M ($12.8M) ($18.3M) Adjusted EBITDA3 Q3 balance as of Sept 30, 2026 ($0.6B) $2.4B $3.0B Cash, Cash Equivalents & Restricted Cash $2.5B Convertible Notes @ TeraWulf $3.2B Senior Secured Notes @ WULF Compute ~$75M of revolving credit facility capacity used for LCs $0.7B $3.4B $2.7B Net Debt4 (1) Q3 2026 values are as of / for the period ended September 30, 2026. (2) Includes power pass through, TFO, and maintenance revenues. (3) Adjusted EBITDA is a non-GAAP financial measure; see Appendix for reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net (loss) income, and an explanation of this measure. (4) Net debt is a non-GAAP financial measure. Net debt as of September 30, 2026 is calculated as total debt of $5.8 billion (comprising $2.5 billion of Convertible Notes at TeraWulf, $3.2 billion of Senior Secured Notes at WULF Compute, $75 million revolving credit facility drawn) less $1.6 billion of cash and cash equivalents, $0.5 billion of restricted cash, and $0.3 billion of long-term restricted cash. Net debt as of June 30, 2026 is calculated as total debt of $5.7 billion (comprising $2.5 billion of Convertible Notes at TeraWulf, $3.2 billion of Senior Secured Notes at WULF Compute) less $2.6 billion of cash and cash equivalents, $0.1 billion of restricted cash, and $0.3 billion of long-term restricted cash. HPC RENT REVENUE +71% QoQ $46.0M — ~60% of total revenue HPC RENT REVENUE ($M) $26.9M Q2 2026 $46.0M Q3 2026 Credit-backed counterparties enhance predictability and durability Capital structure aligned with long- duration contracted assets FINANCIALS 5
CONTRACTED PORTFOLIO & DEVELOPMENT PIPELINE 839 MW contracted critical IT and ~2.1 GW identified development pipeline OPERATIONS 6 Note: Capacity figures are critical IT MW. Projects subject to acquisition closing, permi ing and/or regulatory approvals. (1) Chesapeake Data & Energy acquisition pending closing and regulatory approvals. Lake Mariner Data Lake Hawkeye Chesapeake Data & Energy(1) Muskie Data Justified Data Contracted sites Development pipeline CAPACITY BY STATUS (CRITICAL IT) Operating 102 MW Under construction 737 MW Future development ~2.1 GW 839 MW contracted = 102 MW operating + 737 MW under construction Status Critical IT Location Site Operating / under construction 438 MW contracted (+162 MW expansion) Barker, NY Lake Mariner Data Contracted / under construction 401 MW Hawesville, KY Justified Data Development ~800 MW Grayson, KY Muskie Data Development ~320 MW Lansing, NY Lake Hawkeye Development ~800 MW Charles County, MD Chesapeake Data & Energy(1)
LAKE MARINER: CONTRACTED CAPACITY CONVERTING TO REVENUE Barker, NY | 438 MW contracted critical IT 102 MW operational and generating lease revenue across WULF Den, CB-1, CB-2A, CB-2B and CB-3 CB-4 (168 MW): phased Q4 delivery under amended lease schedule; CB-5 (168 MW) targeted Q1 2027 102 MW OPERATIONAL 5 BUILDINGS 168 MW CB-4 PHASED Q4 DELIVERY 168 MW CB-5 TARGETED Q1 2027 OPERATIONAL CB-4 | Q4 2026 CB-5 | Q1 2027 Capacity figures represent critical IT MW OPERATIONS 7 Lake Mariner Data Center Buildings (4 & 5) Aerial View of the Lake Mariner Data Campus
JUSTIFIED: CONTRACTED, CREDIT-SUPPORTED, UNDER CONSTRUCTION Hawesville, KY | 482 MW of approved electric service in MISO Phased delivery targeted late 2027 through Q2 2028 Fluor serving as EPC contractor 20-year lease term with two 5-year lease extension options Energized substation and regional transmission access PROJECT UPDATE OPERATIONS 8 401 MW CONTRACTED CRITICAL IT ~$19B CONTRACTED REVENUE 482 MW APPROVED ELECTRIC SERVICE BY KENTUCKY PSC GOOGLE CREDIT SUPPORT EPC CONTRACTOR CB-3 CB-2 CB-1 Building 125.6 MW 137.6 MW 137.6 MW Critical IT Q2 2028 Q1 2028 Q4 2027 Target delivery Construction underway (campus-wide) Construction progress Campus Rendering
MUSKIE: UTILITY-SUPPORTED PATH TO 1 GW Grayson, KY | Contracted power expanded to 1 GW in PJM In progress Amended power agreements subject to regulatory approval(1) Approvals In progress 345 kV substation tied to existing 765 kV transmission; design & engineering advancing Engineering In progress Active discussions with high-quality prospective customers Customer Targeted Phase I ramp Q4 2028; Phase II 2029 Timing DEVELOPMENT MILESTONES 1 GW CONTRACTED POWER CAPACITY Oct. amended agreements 500 MW INITIAL PHASE Ramp targeted Q4 2028 +500 MW ADDITIONAL PHASE Targeted 2029 OPERATIONS 9 (1) Regulatory approval pending for 1GW electric service, which would supersede the firm 500MW already approved
NEAR-TERM EXECUTION PRIORITIES Note: All timing reflects current targets and is subject to change; see forward-looking statements. 10 Q4 2026 Q1 2027 Q2 2027 Q3 2027 Q4 2027 1H 2028 DATA CENTER DELIVERIES Phased delivery targets ONGOING WORKSTREAMS Across the full period 168 MW CB-4 PHASED DELIVERY Lake Mariner, NY Phased Nov–Dec 2026 168 MW CB-5 PHASED DELIVERY Lake Mariner, NY Targeted Q1 2027 401 MW JUSTIFIED PHASED DELIVERY Hawesville, KY | Critical IT leased to Anthropic Begins Q4 2027, extending into 1H 2028 JUSTIFIED CONSTRUCTION RAMP Hawesville, KY | Fluor EPC; Google credit support Construction progressing toward late-2027 first delivery Continued customer contracting & capital formation Targeting 250–500 MW of annual contracted critical IT signings Muskie regulatory & infrastructure milestones Grayson, KY | Amended agreements expand contracted power to 1 GW, subject to regulatory approval OPERATIONS
CONTRACTED INFRASTRUCTURE ECONOMICS Lake Mariner and Justified: 839 MW of long-term, credit-supported contracted capacity Capacity figures represent critical IT MW. (1) NOI is a non-GAAP financial measure. OPERATING + UNDER CONSTRUCTION LAKE MARINER DATA | Barker, NY 438MW CONTRACTED CRITICAL IT ~$8B CONTRACTED REVENUE ~$700M AVG. ANNUALIZED NOI ONCE OPERATIONAL (1) Tenants Core42 (60 MW) · Fluidstack (378 MW) Lease term 10-year leases Credit support ~$3.2B Google backstop (WULF Compute) Status 102 MW operating; 336 MW (CB-4, CB-5) under construction UNDER CONSTRUCTION JUSTIFIED DATA | Hawesville, KY 401MW CONTRACTED CRITICAL IT ~$19B CONTRACTED REVENUE ~$800M AVG. ANNUALIZED NOI ONCE OPERATIONAL (1) Tenant Anthropic Lease term 20-year initial term + two 5-year extensions Credit support Google backstop; Alphabet Aa2 / AA+ Status Fluor EPC; phased delivery late 2027 – Q2 2028 OPERATIONS 11
CAPITAL DISCIPLINE IN ACTION: ABERNATHY MONETIZATION Completed sale of JV interest validates our repeatable value-creation model OPERATIONS TRANSACTION COMPLETED ~$530M AGGREGATE CONSIDERATION (1) ~20% IRR ON ABERNATHY JV INVESTMENT Completed monetization of Abernathy JV interest prior to project completion Capital available for redeployment into controlled, scalable infrastructure CAPITAL AVAILABLE FOR REDEPLOYMENT INTO CONTROLLED, SCALABLE INFRASTRUCTURE 401 MW Justified (Hawesville, KY) Critical IT leased to Anthropic; delivery late 2027 – Q2 2028 1 GW Muskie (Grayson, KY) Contracted power capacity; initial 500 MW phase targeted to ramp Q4 2028 Repeatable model of developing power-secured digital infrastructure, securing long-term contracted customers & recycling capital into future growth 12 (1) Completed the sale of the Company’s 50.1% interest in the Abernathy Joint Venture, receiving $250 million of cash consideration during the quarter with the remaining consideration expected to be received (i) $150 million on or before December 31, 2026, and (ii) approximately $130 million, subject to certain adjustments, on or before April 30, 2027. The Company recognized a $95 million gain on the sale during the quarter ended September 30, 2026.
1 Power Control Secured, scalable power across key U.S. markets 2 Contracted Demand 839 MW / ~$27B contracted revenue 3 Execution 102 MW operating / 737 MW under construction 4 Capital Discipline Project-level financing and capital recycling INVESTMENT TAKEAWAYS “We are building a business, not collecting megawa s.” – Paul Prager, Co-founder & CEO 13 SUMMARY ~$27B Contracted Revenue 839 MW of contracted critical IT capacity ~$19B Justified Data ~$8B Lake Mariner
14 APPENDIX
POWER ADVANTAGE: WE CONTROL THE CONSTRAINT BROWNFIELD REDEVELOPMENT Repurpose legacy industrial sites Proven redevelopment and interconnection track record POWER-MARKET EXPERTISE 30+ years in power development Deep expertise in grid dynamics UTILITY PARTNERSHIPS Established utility relationships Integrated generation, storage and load strategy (e.g., Chesapeake(1)) POWER STRATEGY IN ACTION JUSTIFIED Kentucky PSC approval for electric service 482 MW MUSKIE October amended agreements expand contracted power capacity(2) 1 GW LAKE MARINER Energized and generating lease revenue 102 MW APPENDIX 15 (1) Chesapeake Data & Energy acquisition pending closing and regulatory approvals. (2) Regulatory approval pending for 1GW electric service, which would supersede the firm 500MW already approved. Utility partnerships and power-secured campuses provide a differentiated path to scaled AI infrastructure
MULTI-YEAR DEVELOPMENT RUNWAY Platform capacity to support 250–500 MW of annual critical IT signings APPENDIX 60 60 60 60 60 378 378 378 378 378 401 401 401 401 401 250 500 750 1,000 250 500 750 1,000 2026 2027 2028 2029 2030 Core42 (LMD) Fluidstack (LMD) Anthropic (Hawesville) Future signings – low end Future signings – high end 1.1 – 1.3 GW 1.3 – 1.8 GW 1.6 – 2.3 GW 0.8 GW 1.8 – 2.8 GW Multi-year visibility into contracted capacity growth Multiple pathways to scalable growth Leased Capacity + Pipeline Contracted Capacity 839 MW LMD Expansion 162 MW Lake Hawkeye 320 MW Chesapeake Data(1) 800 MW Muskie Data 800 MW ~2.9 GW 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) Chesapeake Data & Energy acquisition pending closing and regulatory approvals. 16 Signed contracts (839 MW) Future signings (illustrative, 250–500 MW/yr) S IG N E D FU T U R E S IG N IN G S S IG N E D P IP EL IN E
WULF PLAYBOOK Repeatable, scalable infrastructure engine CONTROL POWER + CONTRACT CAPACITY 10-20-year HPC leases 250-500 MW annually BUILD DATA CENTERS Standardized design + serial delivery Tenant-aligned deployment GENERATE NOI Long-term contracted revenue Low-teens yield on cost FINANCE CAPACITY Senior secured amortizing debt during construction Callable in short-term REFINANCE / DELIVER Long-duration, bullet maturity infra debt ~4.5x stabilized leverage REINVEST IN GROWTH Capital recycled for next contracted capacity EQUITY VALUE CREATION Cash flow and value unlock realized at parent Ownership Alignment ~25% insider ownership Mgmt, Board, and affiliates Operating Engine Capital Engine Illustrative Capital Formation 250-500 MW critical IT @ $10-12M/MW = $2.5B-$6.0B Stabilized Economics ~85% target NOI margin on contracts APPENDIX 17
30+ years of experience driving disciplined site acquisition SOURCING AND EVALUATION OF POTENTIAL SITES Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Market & Site Origination Infrastructure & Regulatory Screening Feasibility & Commercial Assessment Active Pursuit & Final Diligence Phase I Broad universe of potential markets and sites Identify opportunities with the fundamental a ributes to support scaled development Scalable power potential, generally 500 MW+ Proximity to generation and transmission Suitable land and zoning Constructive state and utility environment Phase II 100–300 sites screened Eliminate opportunities that lack a credible path to power or development Interconnection capacity, timing and cost Power-market economics Fiber availability and latency Permi ing and community environment Phase III 10–15 sites advanced Determine whether an opportunity is technically viable and economically a ractive Engineering and constructability Environmental and permi ing diligence Time to power Preliminary cost and return analysis Stakeholder alignment Phase IV 3–5 sites actively pursued (1) Advance only opportunities with a clear path to execution and acceptable returns Land control Power agreements Customer demand and commercial terms Final investment economics and return thresholds Stakeholder support Refined subset of locations technically and politically possible Comprehensive inventory of viable locations for screening Clear visibility into cost and execution risk APPENDIX 18 (1) Advancement of any site is subject to market conditions, capital requirements, customer demand and return thresholds; not all sites pursued are expected to be acquired or developed Less than 1% of evaluated opportunities advance to development
CHESAPEAKE: INTEGRATED GENERATION + LOAD OPPORTUNITY Morgantown, MD | Net Generator Campus in PJM | Acquisition Pending Closing and Regulatory Approvals 500 MW generation 250 MW ba ery storage 500 MW data center load PHASE I Former coal-generation campus in NoVA corridor 210 MW of current generation capacity Designed to be a net contributor to Maryland grid reliability Active engagement with Maryland stakeholders GENERATION + STORAGE + LOAD INTEGRATION 1 GW ON-SITE GENERATION 1 GW DATA CENTER LOAD 500 MW BATTERY STORAGE 500 MW generation 250 MW ba ery storage 500 MW data center load PHASE II APPENDIX 19
95% <5% <1% WULF COMPUTE CONSTRUCTION CAPEX SUMMARY COMMITTED CAPEX TOP 5 REMAINING CAPEX2 REMAINING CAPEX ADJUSTED COMMITTED CAPEX WULF Compute1 CB-3 CB-4 CB-5 (1) Includes La Lupa (CB-2) and Akela (CB-3 + CB-4 + CB-5) (2) Reflects the next five largest outstanding expenditures. APPENDIX ~97% of WULF Compute construction capex secured 91% 6% 3% 91% 7% 2% 89% 8% 3% 20
CAPITAL STRUCTURE Funded platform with substantial liquidity ($ in billions, unless denoted otherwise) As of September 30, 2026 (1) $75 million of $150 million capacity utilized for LC’s. Availability increases to $400M when CB-4 lease commences. (2) Excludes tenant-fit-out expenses funded by parent and recouped through increased rent from tenant. Cash Convertible Notes Revolver (1) $1.1 $2.5 $75m WULF Compute (NY / NYISO) Cash DSRA + IDC Adjusted Cash Capex Spend (2) Capex Spend Remaining (2) Senior Secured Notes $1.2 (0.4) $0.8 $2.9 $1.0 $3.2 $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) FUNDED PLATFORMS APPENDIX 21 TBD Justified Data (KY / MISO) DEVELOPMENT PLATFORMS
$5.9 $10.2 ($0.1) $1.0 $6.0 $15.2 $21.4 $38.5 4Q25 1Q26 2Q26 3Q26 Mining Margin HPC Margin WULF QUARTERLY PERFORMANCE Non-GAAP Segment Margin ($M) (1) ($51.1) ($4.1) ($18.3) ($12.8) 4Q25 1Q26 2Q26 3Q26 Non-GAAP Adjusted EBITDA ($M) (2) (1) Calculated as Revenue less Cost of Revenue (exclusive of depreciation, inclusive of demand response proceeds) and Operating Expenses. (2) Adjusted EBITDA is a non-GAAP financial measure; see Appendix for reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net (loss) income, and an explanation of this measure. (3) HPC Segment Margin adjusted for $1.2 million of tenant fit-out revenue and associated costs, and $4.1 million of development and pre-revenue operating costs. (4) HPC Segment Margin adjusted for $2.1 million of tenant fit-out revenue and associated costs, $3.5 million of pre-revenue operating costs at WULF Compute, and $2.1 million of development costs. (5) HPC Segment Margin adjusted for $2.8 million of tenant fit-out revenue and associated costs, $6.8 million of pre-revenue operating costs at WULF compute, and $6.0 million of development costs across our portfolio of uncontracted development sites. (6) HPC Segment Margin adjusted for $18.0 million of development costs across our portfolio of uncontracted development sites, and $11.1 million of pre-revenue operating costs at WULF compute. (3) (4) APPENDIX 22 Unaudited (5) (6)
STATEMENT OF OPERATIONS APPENDIX 23 Three Months Ended September 30 ` 2025 2026 Revenue $43,375 $13,244 Digital asset revenue 7,203 62,986 HPC lease revenue 50,578 76,230 Total revenue Costs and expenses: 17,123 25,188 Cost of revenue (exclusive of depreciation shown below) 2,921 37,742 Operating expenses 1,582 1,713 Operating expenses – related party 16,550 56,781 Selling, general and administrative expenses 126 368 Selling, general and administrative expenses – related party 26,502 29,636 Depreciation (338) (591) Gain on fair value of digital assets, net 8,797 — Change in fair value of contingent consideration — 9,724 Impairment of property, plant, and equipment 1,987 3,894 Loss on disposals of property, plant, and equipment 75,250 164,455 Total costs and expenses (24,672) (88,225) Operating loss (9,830) (53,554) Interest expense (424,642) 728,442 Change in fair value of warrant and derivative liabilities — — Loss on extinguishment of debt 4,094 28,580 Interest income — (183) Other loss (455,050) 615,060 Income (loss) before income tax and equity in net loss of investee — (28) Income tax provision — (493) Equity in net loss of investee, net of tax — 94,995 Gain on sale of equity interest in investee (455,050) 709,534 Net income (loss) — (378) Less: net loss a ributable to noncontrolling interests (455,050) 709,912 Net income (loss) a ributable to TeraWulf Inc Earnings (loss) per common share: ($1.13) $1.42 Basic ($1.13) ($0.03) Diluted Weighted average common shares outstanding: 401,559,291 500,068,776 Basic 401,559,291 573,606,743 Diluted Note: All values in thousands except number of shares and loss per common share. Unaudited
BALANCE SHEET APPENDIX 24 December 31, 2025 September 30, 2026 ASSETS CURRENT ASSETS: $3,266,389 $1,602,127 Cash and cash equivalents 189,933 486,702 Restricted cash 1,212 17,000 Accounts receivable 270 1,527 Digital assets 6,272 20,232 Prepaid expenses — 272,762 Receivable for sale of equity in net assets of investee 14,197 26,739 Other current assets 3,478,273 2,427,089 Total current assets 1,507,699 4,580,681 Property, plant and equipment, net 446,008 — Equity in net assets of investee 55,457 55,457 Goodwill 103,975 103,530 Operating lease right-of-use asset 119,338 117,130 Finance lease right-of-use asset 266,453 266,491 Restricted cash 572,888 571,125 Deferred charges — 19,434 Restricted trust investments 8,091 9,765 Other assets 6,558,182 8,150,702 TOTAL ASSETS December 31, 2025 September 30, 2026 LIABILITIES AND EQUITY CURRENT LIABILITIES: $65,139 $237,710 Accounts payable 102,582 329,054 Accrued construction liabilities 52,775 120,229 Accrued interest 74,170 121,041 Other current liabilities 200 400 Other amounts due to related parties 58,184 34,503 Current portion of deferred rent liability 2,015 2,195 Current portion of operating lease liability 2 3 Current portion of finance lease liability 844,698 1,088,248 Warrant liabilities 46,316 81,330 Current portion of long-term debt 489,767 491,544 Short-term convertible notes 1,735,848 2,506,257 Total current liabilities 23,285 — Deferred rent liability, net of current portion 22,309 23,521 Operating lease liability, net of current portion 289 366 Finance lease liability, net of current portion 3,052,240 3,032,094 Long-term debt 1,582,788 1,627,342 Convertible notes 76 160 Deferred tax liabilities 902 90,414 Other liabilities 6,417,737 7,280,154 TOTAL LIABILITIES EQUITY: — — Preferred stock 444 525 Common stock 1,285,202 2,669,797 Additional paid-in capital (151,509) (148,309) Treasury stock (993,692) (1,651,331) Accumulated deficit 140,445 870,682 Total TeraWulf Inc. stockholders’ equity — (134) Noncontrolling interests 140,445 870,548 Total equity 6,558,182 8,150,702 TOTAL LIABILITIES AND EQUITY Note: All values in thousands. Unaudited
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”). The Company's management uses Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items that it believes does not reflect the Company's 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 (loss). The Company defines non-GAAP “Adjusted EBITDA” as net income (loss) adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset, accretion of asset retirement obligations, related party expenses se led with respect to Common Stock and stock- based charitable contribution to The TeraWulf Charitable Foundation 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) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture and the gain on sale of equity interest in investee; (iv) interest income and other (loss) income, net for which management believes are not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment which are not reflective of the Company’s general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities. For additional information on Adjusted EBITDA, see the discussion under the heading “Non-GAAP Measure” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended September 30, 2026, which we expect to file with the SEC on or around the date of this presentation. APPENDIX 25 Three Months Ended September 30, 2025 Three Months Ended September 30, 2026 RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA $(455,050) $709,912 Net income (loss) a ributable to TeraWulf, Inc. - (378) Net loss a ributable to non-controlling interest (455,050) 709,534 Net income (loss) Adjustments to reconcile net income (loss) to non-GAAP Adjusted EBITDA: - (94,995) Gain on sale of equity interest in investee - 493 Equity in net loss of investee, net of tax - 28 Income tax provision - 183 Other loss (income), net (4,094) (28,580) Interest income 424,642 (728,442) Change in fair value of warrant and derivative liabilities 9,830 53,554 Interest expense 1,987 3,894 Loss on disposals of property, plant, and equipment - 9,724 Impairment of property, plant, and equipment 8,797 - Change in fair value of contingent consideration 26,502 29,636 Depreciation - 250 Accretion of asset retirement obligations 1,167 1,901 Amortization of right-of-use asset 4,345 30,019 Stock-based compensation expense 18,126 (12,801) Non-GAAP Adjusted EBITDA Unaudited
TERAWULF CAPITALIZATION TABLE As of November 2, 2026 Note: Units in thousands. (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 $1,025M is repaid in cash. APPENDIX 26 Estimated Diluted Shares at Various Share Prices (Based on the Treasury Method) Outstanding 10.00$ 12.00$ 14.00$ 16.00$ 18.00$ 20.00$ 22.00$ 24.00$ Common Stock 501,522 501,522 501,522 501,522 501,522 501,522 501,522 501,522 501,522 2030 Convertible Notes(1) - - 5,054 11,792 17,034 21,226 24,657 27,516 2031 Convertible Notes(2) - - - - - 4,989 11,850 17,567 2032 Convertible Notes(3) - - - - - 161 4,820 8,702 Warrants to Purchase Common Stock $0.010 Exercise Price 73,580 73,506 73,519 73,527 73,534 73,539 73,543 73,547 73,549 $1.000 Exercise Price 1,287 1,158 1,180 1,195 1,207 1,216 1,223 1,229 1,233 $1.925 Exercise Price 2,837 2,291 2,382 2,447 2,496 2,534 2,564 2,589 2,609 Subtotal 77,704 76,956 77,080 77,169 77,236 77,288 77,330 77,364 77,392 Omnibus Incentive Plan Equity Awards - Unvested 32,793 32,793 32,793 32,793 32,793 32,793 32,793 32,793 32,793 Estimated Diluted Share Count 612,019 611,270 611,395 616,538 623,343 628,636 638,020 653,005 665,492