false
0001083301
0001083301
2026-04-14
2026-04-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 7.01 | Regulation FD Disclosure. |
On April 14, 2026, TeraWulf Inc. (“TeraWulf”
or the “Company”) announced the pricing of its previously announced public common stock offering (the "Offering"). The Company priced 47,400,000 shares at $19.00 per share, for gross proceeds of approximately
$900 million, upsized from $800 million. The offering is expected
to close on April 16, 2026, subject to customary closing conditions.
TeraWulf has granted the underwriters of the
offering a 30-day option to purchase up to an additional 7,110,000 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 99.1 and is incorporated herein by
reference.
The information furnished in Item 7.01, 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, except as shall be expressly set forth by
specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
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 Announces Pricing of Upsized
Common Stock Offering
EASTON, Maryland. — April
14, 2026 — TeraWulf Inc. (NASDAQ: WULF) (the “Company” or “TeraWulf”) today
announced the pricing of its previously announced public common stock offering (the “Offering”). The Company priced 47,400,000 shares
at $19.00 per share, for gross proceeds of approximately $900 million, upsized from $800 million. The Offering is expected to close on April 16, 2026, subject to customary
closing conditions.
TeraWulf has granted the underwriters of the Offering a 30-day
option to purchase up to an additional 7,110,000 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 fund a portion of the construction costs for its planned data center campus in Hawesville, Kentucky, including repayment in full of amounts
outstanding under its bridge credit facility, as well as for future site acquisitions and 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 is being made by means of a prospectus supplement
under TeraWulf’s effective shelf 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 final prospectus supplement for the Offering and the accompanying
prospectus, when available, 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 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
