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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): April 14, 2026
TERAWULF INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41163 |
87-1909475 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9 Federal Street
Easton, Maryland
(Address of principal executive offices) |
|
21601
(Zip Code) |
Registrant’s telephone number, including
area code: (410) 770-9500
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:
| ¨ |
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 2.02 | Results of Operations and Financial Condition. |
On April 14, 2026, TeraWulf Inc. (“TeraWulf”
or the “Company”) issued a press release announcing its preliminary financial results for the first quarter ended March 31,
2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.
The information furnished in Item 2.02, including
Exhibit 99.1, shall not be deemed “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 shall not be deemed to be incorporated by reference
into any filing of TeraWulf under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On April 14, 2026, TeraWulf announced that it intends
to offer for sale to the public $800.0 million of shares of its common stock, par value $0.001 per share (“Common Stock”).
TeraWulf intends to grant the underwriters of the offering a 30-day option to purchase up to an additional $120.0 million of shares of
Common Stock at the public offering price less underwriting discounts and commissions. A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
The information furnished in Item 7.01, including
Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that Section and shall not be deemed to be incorporated by reference into any filing of TeraWulf under the Exchange Act or the Securities
Act, except as shall be expressly set forth by specific reference in such filing.
On April 14, 2026, TeraWulf issued a press release
announcing it has received allocations in respect of a senior secured revolving credit facility in an aggregate principal amount of $250
million, subject to finalizing documentation and other closing conditions. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by TeraWulf Inc., dated April 14, 2026. |
| 99.2 |
|
Press release issued by TeraWulf Inc., dated April 14, 2026. |
| 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: April 14, 2026
| |
TERAWULF INC. |
| |
|
| |
|
|
| |
By: |
/s/ Patrick A. Fleury |
| |
|
Name: |
Patrick A. Fleury |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
TeraWulf Reports Preliminary First
Quarter 2026 Financial Results
Received
Allocations for Revolving Credit Facility of Up to $250 Million From Leading Global Financial Institutions
EASTON, Md., April 14, 2026
(GLOBE NEWSWIRE) -- 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 preliminary financial results for the first quarter ended March 31, 2026.
Preliminary Financial Results
for First Quarter 2026
The Company expects first
quarter 2026 revenue to be between $30 million and $35 million, and adjusted EBITDA to be between
$0 million and $3 million.
As of March 31, 2026, the
Company had cash, cash equivalents and restricted cash of $3.1 billion and total debt of $5.8 billion, comprised of $2.5 billion of convertible
notes at TeraWulf, $3.2 billion of senior secured notes at WULF Compute LLC, and $100 million of delayed-draw bridge loans at TeraWulf’s
Kentucky subsidiaries.
Operational and Financial
Updates
TeraWulf
has received allocations for a revolving credit facility (the “Facility”) of up to $250 million, subject to negotiation
of and finalizing documentation and other closing conditions. The Facility is expected to mature in April 2030, and to be secured by
substantially all assets of TeraWulf and certain of its subsidiaries, subject to certain exceptions. The Facility is expected to
enhance liquidity and support working capital. Morgan Stanley Senior Funding, Inc. is engaged as Administrative Agent, Lead
Arranger, and Lead Bookrunner for the Facility.
With this
enhanced liquidity position, the Company expects to have sufficient capital to fund the equity component of its previously announced Kentucky data
center development and to support its near-term capital requirements.
Operationally, TeraWulf continues
to execute on its buildout. As of March 31, 2026, TeraWulf had fully delivered CB-2, with all Core42 capacity across the Wulf Den, CB-1
and CB-2 generating revenue.
Leadership Commentary
“Our preliminary results
reflect a business that has effectively transitioned to long-term, credit-enhanced revenues,” said Patrick
Fleury, Chief Financial Officer of TeraWulf. “With more than 50% of first quarter 2026 revenue derived from HPC hosting,
and additional compute capacity expected to come online in the second quarter and throughout the remainder of the year, we expect our
revenue mix to continue shifting toward stable, contracted HPC hosting revenues backed by investment-grade counterparties.”
“Securing
a broadly syndicated revolving credit facility represents a meaningful step forward in the evolution of our business model and capital
structure. The Facility underscores the strength of our platform and growing confidence in our long-term strategy from leading global
financial institutions.”
Preliminary Results Notice
The preliminary estimated
financial results included in this release for the first quarter ended March 31, 2026 are preliminary,
unaudited and subject to completion, and may change as a result of management’s ongoing review. These preliminary results are subject
to quarter-end financial and accounting procedures. The preliminary financial results represent management estimates and constitute forward-looking
statements subject to risks and uncertainties. Actual results may differ materially from these preliminary estimates when finalized and
publicly disclosed.
These preliminary results
should not be viewed as a substitute for the Company’s full first quarter financial statements and do not present all information
necessary for a complete understanding of financial performance. TeraWulf expects to release full first quarter results in May
2026.
Non-GAAP Financial Information
To provide investors with
additional information in connection with our results, as determined in accordance with generally accepted accounting principles in the
United States (“GAAP”), we disclose Adjusted EBITDA as a non-GAAP measure. This measure is not a financial measure calculated
in accordance with GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated
in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The Company has not
provided reconciliations of preliminary Adjusted EBITDA to the most comparable GAAP measure of net income/(loss), as such
reconciliation would be potentially misleading and not practicable. This is due to the difficulty of projecting event-driven
transactional and other non-core operating items that are included in net income/(loss), including but not limited to asset
impairments and income tax valuation adjustments, that cannot be calculated at this time without unreasonable effort. Reconciliations of this non-GAAP measure to the most comparable GAAP measure for
historical periods are available in the Company’s quarterly earnings conference call presentations, accessible on the investor
section of the Company’s website at www.terawulf.com/investors.
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 complete their data center campuses and future strategic growth
initiatives in a timely manner or within anticipated cost estimates; (2) TeraWulf’s ability to attract additional customers to
lease its HPC data centers; (3) TeraWulf’s need to raise additional capital to meet its business requirements in the future, which
may be costly or difficult to obtain or may not be obtained (in whole or part) and, if obtained, could significantly dilute the ownership
interests of TeraWulf’s shareholders; (4) adverse geopolitical or economic conditions, including a high inflationary environment,
the implementation of new tariffs and more restrictive trade regulations; (5) security threats or unauthorized or impermissible access
to TeraWulf’s data centers, its operations or its digital wallet; (6) counterparty risk with respect to TeraWulf’s digital
asset custodian and its mining pool provider; (7) employment workforce factors, including the loss of key employees; (8) changes in governmental
safety, health, environmental and other regulations, which could require significant expenditures; (9) conditions in the cryptocurrency
mining industry, including any prolonged substantial reduction in the value of bitcoin; (10) currency exchange rate fluctuations; and
(10) 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 TeraWulf’s filings with the SEC, which are available at www.sec.gov.
Contacts
Investors: investors@terawulf.com
Media: media@terawulf.com
Exhibit 99.2
TeraWulf Announces Common Stock Offering
EASTON, Maryland. — April 14, 2026 —
TeraWulf Inc. (NASDAQ: WULF) (the “Company” or “TeraWulf”) today announced it intends to make an offering of $800
million of shares of its common stock (the “Offering”). TeraWulf’s common stock is listed on the Nasdaq Stock Market
LLC under the symbol “WULF.”
TeraWulf intends to grant the underwriters of the Offering a 30-day
option to purchase up to an additional $120 million of shares of common stock at the public offering price less underwriting discounts
and commissions.
TeraWulf intends to use the net proceeds from the Offering to finance
a portion of the construction of a data center at its site in Hawesville, Kentucky, including repayment in full of amounts outstanding
under its bridge credit facility, for future site acquisitions and for general corporate purposes.
Morgan Stanley is acting as lead bookrunning manager
for the Offering. Cantor Fitzgerald is serving as the Company’s equity capital markets advisor.
The Offering will be made by means of a prospectus supplement under
TeraWulf’s effective registration statement on Form S-3ASR, as filed with the Securities and Exchange Commission (the “SEC”).
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale of any securities in any
jurisdiction in which such offer, solicitation or sale is unlawful. The Offering may be made only by means of a prospectus
supplement relating to such Offering and the accompanying prospectus. Copies of the preliminary prospectus supplement for the
Offering and the accompanying prospectus can be obtained from Morgan Stanley & Co. LLC. Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com, telephone: (866)
718-1649.
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.
Cautionary Statement Regarding Forward-Looking Statements
This release includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact, including statements about beliefs, expectations,
targets or goals and the use of proceeds of the Offering, are, or may be deemed to be, forward-looking statements. Forward-looking
statements are typically identified by words such as “expects,” “intends,” “will,”
“anticipates,” “believes,” “confident,” “continue,” “propose,”
“seeks,” “could,” “may,” “should,” “estimates,” “forecasts,”
“might,” “goals,” “objectives,” “targets,” “planned,”
“projects,” and, in each case, their negative or other various or comparable terminology and similar expressions.
Without limiting the generality of the preceding sentence, any time we use forward-looking statements, we intend to clearly express
that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or
similar expressions does not mean that a statement is not-forward-looking.
These forward-looking statements are based on
the current expectations and beliefs of TeraWulf's management and are subject to known and unknown risks, uncertainties and
assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For
TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our
forward-looking statements include, without limitation:
| · | the ability to complete our data center campuses and future strategic growth
initiatives in a timely manner or within anticipated cost estimates; |
| · | the ability to attract additional customers to lease our HPC data centers; |
| · | TeraWulf’s ability to perform under its existing data center
lease agreements; |
| · | the need to raise additional capital to meet our business requirements in
the future, which may be costly or difficult to obtain or may not be obtained (in whole or in part) and, if obtained, could significantly
dilute the ownership interests of TeraWulf’s shareholders; |
| · | the availability and cost of power as well as electrical infrastructure
equipment necessary to maintain and grow the business and operations of TeraWulf; |
| · | adverse geopolitical or economic conditions, including a high inflationary
environment and the implementation of new tariffs and more restrictive trade regulations; |
| · | security threats or unauthorized or impermissible access to our data centers,
our operations or our digital wallet; |
| · | counterparty risk with respect to our digital asset custodian and our mining
pool provider; |
| · | employment workforce factors, including the loss of key employees; |
| · | changes in governmental safety, health, environmental and other regulations,
which could require significant expenditures; |
| · | conditions in the cryptocurrency mining industry, including any prolonged
substantial reduction in the value of bitcoin; |
| · | currency exchange rate fluctuations; and |
| · | other risks, uncertainties and factors, including those set forth in the
Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2025. |
These forward-looking statements reflect our views
with respect to future events as of the date of this press release and are based on assumptions and subject to risks and uncertainties.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent
our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation
to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after
the date of this press release. We anticipate that subsequent events and developments will cause our views to change. You should
read this press release and the accompanying prospectus completely and with the understanding that our actual future results may
be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary
statements. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion
of risk factors contained in TeraWulf’s filings with the SEC, which are available at www.sec.gov.
Investors:
Investors@terawulf.com
Media:
Media@terawulf.com
