TeraWulf (NASDAQ: WULF) secures $500M bridge loan and posts 2025 consolidating data

Rhea-AI Filing Summary

TeraWulf Inc. entered into a new Delayed-Draw Bridge Credit Agreement providing a 364-day, $500 million senior secured bridge facility to help finance construction and development of its data center in Hawesville, Kentucky. Borrowings will accrue interest at either Term SOFR plus 2.75% or a base rate plus 1.75%, at the borrower’s option.

The agreement includes customary covenants and a minimum liquidity requirement of $100 million for TeraWulf and the borrower. Separately, the company furnished unaudited consolidating schedules as of and for the year ended December 31, 2025 to reconcile financial information for its 7.750% Senior Secured Notes due 2030.

Insights

Credit and capital structure analyst

TeraWulf adds a $500M short-term bridge to fund a new data center while accepting tighter liquidity covenants.

TeraWulf Inc. has arranged a 364-day, $500 million delayed-draw senior secured bridge facility to finance its Hawesville, KY data center project. The rate is floating, tied to either Term SOFR plus 2.75% or a base rate plus 1.75%, which embeds interest-rate sensitivity.

The bridge includes customary covenants and a minimum liquidity requirement of $100 million for TeraWulf and the borrower, including facility proceeds. This adds near-term funding flexibility but also a firm liquidity hurdle and a new maturity inside one year, increasing refinancing and execution demands around the project and broader capital structure.

The company also provided consolidating schedules for the year ended December 31, 2025, reconciling its consolidated financials with those of the WULF Compute group and other subsidiaries for holders of the 7.750% Senior Secured Notes due 2030. These schedules give noteholders clearer visibility into where assets, debt, and cash flows reside within the structure.

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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): March 13, 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 21601

(Address of principal executive offices and zip code)

(410) 770-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 1.01. Entry into a Material Definitive Agreement.

On March 13, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) entered into that certain Delayed-Draw Bridge Credit Agreement (with any and all amendments, restatements, supplements and/or other modifications thereto, the “Bridge Credit Agreement”), by and among Raylan Finance LLC, a Delaware limited liability company and a subsidiary of TeraWulf (“Holdings”), Raylan Data LLC, a Delaware limited liability company and a direct subsidiary of Holdings (the “Borrower”), Justified DataPower LLC, a Delaware limited liability company, a subsidiary of TeraWulf and an affiliate of the Borrower (the “Real Estate Guarantor”), Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and each lender party thereto from time to time. The Bridge Credit Agreement will provide TeraWulf with financing under a 364-day $500 million delayed draw senior secured bridge facility (the “Facility”), the proceeds of which may be used to finance the construction and development of the Company’s data center facility in Hawesville, KY.

Borrowings under the Bridge Credit Agreement will bear interest at a rate equal to at the Borrower’s option, either (a) a Term SOFR determined by reference to the secured overnight financing rate published by an administrator therefor, which rate shall be no less than zero, plus an applicable margin of 2.75% per annum or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate of Morgan Stanley, (iii) one-month Term SOFR and (iv) 1.00% per annum, plus an applicable margin of 1.75% per annum.

The Bridge Credit Agreement contains customary affirmative covenants, including financial statement reporting requirements and delivery of compliance certificates. The Bridge Credit Agreement also contains customary negative covenants, including covenants that limit the ability of the Borrower, the Real Estate Guarantor and their respective subsidiaries to, among other things, grant or incur liens, dispose of assets, incur additional indebtedness, make certain investments, restricted payments or restricted debt payments, enter into certain mergers and acquisitions, and covenants that limit the ability of TeraWulf and its subsidiaries to, among other things, incur additional indebtedness or dispose of certain assets, subject in each case to certain customary exclusions, exceptions and baskets. In addition, the Bridge Credit Agreement contains a minimum liquidity covenant pursuant to which TeraWulf and the Borrower are required to maintain $100 million of liquidity, including the proceeds of the Facility.

The Bridge Credit Agreement also contains customary events of default (subject to certain exceptions, thresholds and grace periods), including, among other things, the failure to pay obligations when due, breach of covenants, bankruptcy-related defaults, certain monetary judgment defaults, and certain change of control events. The occurrence of an event of default may result in the termination of the Bridge Credit Agreement and acceleration of repayment obligations with respect to any outstanding obligations under the Bridge Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

As previously reported, WULF Compute LLC (the “Issuer”), a Delaware limited liability company and wholly-owned indirect subsidiary of the Company, entered into an indenture, dated as of October 23, 2025 (the “Indenture”), by and among the Issuer, TeraWulf Brookings LLC, a Delaware limited liability company and the direct parent company of the Issuer, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer’s 7.750% Senior Secured Notes due 2030 (the “Notes”). Pursuant to the Indenture, the Issuer is required to furnish to the trustee and the holders of the Notes an unaudited reconciliation explaining in reasonable detail the differences between the financial information relating to the Company and its subsidiaries and the corresponding financial information with respect to the Issuer and its subsidiaries on a standalone basis.

The Issuer is furnishing herewith the consolidating schedules as of and for the year ended December 31, 2025, which are presented for the purpose of providing an unaudited reconciliation of the consolidated balance sheet and related consolidated statement of operations of the Company and its subsidiaries compared to the Issuer and its wholly-owned subsidiaries La Lupa Data LLC, Akela Data Holdings LLC and Akela Data LLC on a standalone basis.

The consolidating schedules are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Consolidating schedules as of and for the year ended December 31, 2025.
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: March 16, 2026	TERAWULF, INC.
	By:	/s/ Patrick A. Fleury
	Name:	Patrick A. Fleury
	Title:	Chief Financial Officer

EXHIBIT 99.1

TeraWulf Inc. (“TeraWulf,” “Parent,” or the “Company”) filed its annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) which is available on the Company’s website at www.investors.terawulf.com.

The consolidating schedules as of and for the year ended December 31, 2025 are presented for the purpose of meeting the requirements in Section 4.09(b) of the 2030 Secured Notes Indenture. For the purpose of these schedules, “WULF Compute and Subsidiaries” refers to WULF Compute LLC and its wholly-owned subsidiaries La Lupa Data LLC, Akela Data Holdings LLC and Akela Data LLC. “TeraWulf Inc. Unconsolidated” refers to Parent and all other wholly-owned subsidiaries outside of WULF Compute and Subsidiaries.

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATING SCHEDULE — BALANCE SHEET INFORMATION

AS OF DECEMBER 31, 2025

(In thousands; unaudited)

		TeraWulf Inc. Consolidated				WULF Compute and Subsidiaries				TeraWulf Inc. Unconsolidated				Explanation of TeraWulf Inc. Unconsolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	3,266,389			$	2,755,443			$	510,946
Restricted cash			189,933				189,933				—
Accounts receivable			1,212				915				297
Digital currency			270				—				270
Prepaid expenses			6,272				4,054				2,218
Other receivables			3,395				—				3,395
Other current assets			10,802				10,709				93
Total current assets			3,478,273				2,961,054				517,219
Property, plant and equipment, net			1,507,699				1,240,620				267,079			PP&E related to Digital Asset Mining segment and HPC Leasing new developments not related to WULF Compute
Equity in net assets of investee			446,008				—				446,008			Investment in Abernathy Joint Venture
Goodwill			55,457				—				55,457			Goodwill from acquisition of Beowulf E&D
Operating lease right-of-use asset			103,975				48,603				55,372			Operating lease ROU assets of Parent corporate offices and lease related to the Digital Asset Mining segment
Finance lease right-of-use asset			119,338				4,042				115,296			Finance lease ROU assets related to the Digital Asset Mining segment and the Cayuga Lease
Restricted cash		$	266,453			$	265,000			$	1,453
Deferred charges		$	572,888			$	572,888			$	—
Other assets		$	8,091			$	6,357			$	1,734
TOTAL ASSETS		$	6,558,182			$	5,098,564			$	1,459,618

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$	65,139			$	54,500			$	10,639			Accounts payable of Parent related to Digital Asset Mining segment
Accrued construction liabilities			102,582				102,361				221
Accrued compensation			1,717				—				1,717
Accrued interest			52,775				46,844				5,931			Accrued interest on Parent convertible notes
Accrued lessor costs			27,625				27,625				—
Other accrued liabilities			44,828				61,326				(16,498	)		Intercompany receivable of TeraWulf from WULF Compute and Subsidiaries related to the Management Services Agreement
Other amounts due to related parties			200				—				200
Current portion of deferred rent liability			58,184				58,184				—
Current portion of operating lease liability			2,015				16				1,999			Operating lease liability of Parent corporate offices
Current portion of finance lease liability			2				1				1
Current portion of warrant liabilities			844,698				—				844,698			Fair value of Google Warrants
Current portion of long-term debt			46,316				46,316				—
Current portion of convertible notes			489,767				—				489,767			2030 Convertible Notes, net of unamortized debt issuance costs
Total current liabilities			1,735,848				397,173				1,338,675
Deferred rent liability, net of current portion			23,285				23,285				—
Operating lease liability, net of current portion			22,309				1,979				20,330			Operating lease liability of Parent corporate offices
Finance lease liability, net of current portion			289				168				121
Long-term debt			3,052,240				3,052,240				—
Convertible notes			1,582,788				—				1,582,788			2031 Convertible Notes and 2032 Convertible Notes, net of unamortized debt issuance costs
Deferred tax liabilities, net			76				—				76
Other liabilities			902				—				902
TOTAL LIABILITIES			6,417,737				3,474,845				2,942,892
STOCKHOLDERS' EQUITY:
Common stock			444				—				444
Additional paid-in capital			1,285,202				1,632,895				(347,693	)
Treasury stock			(151,509	)			—				(151,509	)		Shares of Parent’s Common Stock repurchased under share repurchase program
Accumulated deficit			(993,692	)			(9,176	)			(984,516	)
Total stockholders' equity			140,445				1,623,719				(1,483,274	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	6,558,182			$	5,098,564			$	1,459,618

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATING SCHEDULE — STATEMENT OF OPERATIONS INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands; unaudited)

		Year Ended December 31, 2025
		TeraWulf Inc. Consolidated				WULF Compute and Subsidiaries				TeraWulf Inc. Unconsolidated				Explanation of TeraWulf Inc. Unconsolidated
Revenue
Digital asset revenue		$	151,556			$	—			$	151,556			Revenue related to Digital Asset Mining segment
HPC lease revenue			16,899				16,899				—
Total revenue			168,455				16,899				151,556
Costs and expenses:
Cost of revenue (exclusive of depreciation shown below)			82,663				2,464				80,199			Cost of revenue related to Digital Asset Mining segment
Operating expenses			12,115				2,995				9,120			Operating expenses related to the Digital Asset Mining segment and HPC Leasing new developments not related to WULF Compute
Operating expenses — related party			7,632				1,682				5,950			Operating expenses — related party related to the Digital Asset Mining segment and HPC Leasing new developments not related to WULF Compute
Selling, general and administrative expenses			139,465				2,064				137,401			General corporate SG&A expense
Selling, general and administrative expenses — related party			8,292				304				7,988			General corporate SG&A — related party expense
Depreciation			88,597				2,654				85,943			Depreciation of PP&E related to Digital Asset Mining segment
Loss on fair value of digital currency, net			612				—				612
Change in fair value of contingent consideration			10,397				—				10,397			Change in fair value of contingent consideration from acquisition of Beowulf E&D
Loss on disposals of property, plant, and equipment, net			4,895				—				4,895			Loss on disposal of miners related to Digital Asset Mining segment
Total costs and expenses			354,668				12,163				342,505
Operating (loss) income			(186,213	)			4,736				(190,949	)
Interest expense			(80,248	)			(44,386	)			(35,862	)		Interest expense incurred related to the 2030/2031/2032 Convertible Notes
Change in fair value of warrants and derivatives			(429,793	)			—				(429,793	)		Change in fair value of Google Warrants and conversion feature of 2031 Convertible Notes

Interest income			39,044				30,788				8,256			Interest income from cash and cash equivalents of Parent
Loss before income tax and equity in net loss of investee			(657,210	)			(8,862	)			(648,348	)
Income tax provision			(76	)			—				(76	)
Equity in net loss of investee, net of tax			(4,130	)			—				(4,130	)		Equity in net loss of Abernathy Joint Venture
Loss from continuing operations			(661,416	)			(8,862	)			(652,554	)
Loss from discontinued operations, net of tax			—				—				—
Net loss		$	(661,416	)		$	(8,862	)		$	(652,554	)

FAQ

What new financing did TeraWulf (WULF) secure in March 2026?

TeraWulf entered a 364-day, $500 million delayed-draw senior secured bridge facility. The proceeds may be used to finance construction and development of its data center in Hawesville, Kentucky, providing substantial short-term funding capacity for this infrastructure project.

What are the key interest terms of TeraWulf’s new $500 million bridge facility?

Borrowings will bear interest at either Term SOFR, with a floor of zero, plus a 2.75% margin, or a base rate determined from several benchmarks plus a 1.75% margin, giving the borrower flexibility between SOFR-based and base-rate pricing.

What liquidity covenant applies to TeraWulf under the new Bridge Credit Agreement?

The agreement includes a minimum liquidity covenant requiring TeraWulf and the borrower to maintain $100 million of liquidity, including the proceeds of the bridge facility. Falling below this threshold could trigger covenant issues and potentially lead to default remedies.

How will TeraWulf use the proceeds of its new bridge facility?

The proceeds from the 364-day $500 million bridge facility may be used to finance the construction and development of TeraWulf’s data center facility in Hawesville, Kentucky, supporting the company’s data infrastructure expansion plans in that location.

What financial information did TeraWulf furnish related to its 7.750% Senior Secured Notes due 2030?

TeraWulf furnished unaudited consolidating schedules as of and for the year ended December 31, 2025. These reconcile the consolidated balance sheet and statement of operations with standalone results for WULF Compute LLC and subsidiaries required under the 2030 notes indenture.

What were TeraWulf’s consolidated total assets and net loss for 2025?

For the year ended December 31, 2025, TeraWulf reported consolidated total assets of $6,558,182 thousand and a consolidated net loss of $661,416 thousand, reflecting substantial investment in assets alongside significant losses for the period.

How much long-term and convertible debt did TeraWulf report at December 31, 2025?

As of December 31, 2025, TeraWulf reported long-term debt of $3,052,240 thousand and convertible notes totaling $1,582,788 thousand, with additional current portions of long-term debt and convertible notes also shown in its consolidating balance sheet information.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 62.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB