Terawulf Inc SEC Filings

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

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

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

TeraWulf Inc. (WULF) reported a planned debt financing. The company announced that its wholly owned indirect subsidiary, WULF Compute LLC, intends to offer, subject to market conditions and other factors, $3.2 billion aggregate principal amount of senior secured notes due 2030 in a private placement to qualified institutional buyers under Rule 144A.

The announcement reflects an intention to pursue a private offering; completion, size, timing, use of proceeds, and final terms may change based on market conditions. The company emphasized that this communication is not an offer to sell or a solicitation to buy any securities. A press release describing the planned offering was furnished as Exhibit 99.1.

Walter E. Carter, a director of Terawulf Inc. (WULF), acquired 2,737 shares of common stock on 09/30/2025. The shares were issued in lieu of cash retainers accrued since the start of the third fiscal quarter of 2025 at a price of $11.42 per share, which was the closing price on 09/30/2025. Following the issuance, Mr. Carter beneficially owns 297,541 shares. The Form 4 was signed on behalf of Mr. Carter by an attorney-in-fact on 10/02/2025.

TeraWulf shareholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to increase the maximum number of authorized shares of Common Stock, par value $0.001, from 600,000,000 to 950,000,000.

This amendment expands the pool of shares the company may issue in the future. The filing reports the shareholder vote results for Proposal 1 and confirms the change in authorized share count; no additional details about any immediate issuance, timing, or intended use of the additional shares are provided in the filing.

Catherine J. Motz, a director of TeraWulf Inc. (WULF), reported disposition of company common stock in two transactions. On 09/19/2025 she sold 52,942 shares at $11.035 per share, reducing her reported beneficial ownership to 159,918 shares. On 09/22/2025 she made an additional disposal of 6,700 shares, reported as a charitable donation to the Fidelity Investments Charitable Gift Fund, reducing her reported beneficial ownership to 153,218 shares. The Form 4 shows the transactions were reported by an attorney-in-fact.

Paul B. Prager, Chief Executive Officer and Director of Terawulf Inc. (WULF), reported transactions on 09/22/2025 disclosing a contribution and other ownership changes. The filing states 1,000,000 shares of common stock were contributed to the Somerset Goods and Services Trust for no consideration. The report lists 3,795,580 shares beneficially owned indirectly by Beowulf E&D Holdings Inc., 36,100,000 shares indirectly by Riesling Power LLC, and 5,000 shares indirectly by Heorot Power Holdings LLC. The filing also shows 938,700 shares marked as disposed. The report is signed by Paul B. Prager on 09/22/2025 and identifies his relationships as CEO and Director.

On September 19, 2025 Lake Harriet Holdings, LLC entered into a prepaid variable share forward contract with an unaffiliated buyer that obligates Lake Harriet Holdings to deliver up to 350,000 shares of Terawulf Inc. (WULF) common stock on a scheduled valuation date of September 21, 2026 or, at Lake Harriet Holdings' election, a cash payment tied to the value of those shares. Lake Harriet received a cash payment under the contract and pledged the 350,000 shares to secure its obligations while retaining dividend and voting rights in the pledged shares during the pledge term. The share delivery amount at settlement will be determined by the contract formula using the valuation date volume-weighted average price relative to specified floor and cap prices.

Form 144 summary: This filing notifies a proposed sale of 350,000 shares of common stock through J.P. Morgan Securities LLC on or about 09/19/2025, with an aggregate market value of $3,909,500. The filing reports 391,926,373 shares outstanding. The shares to be sold were acquired on 10/06/2022 as a stock award from the issuer; the filing shows 1,388,889 shares were acquired in that award and payment (if any) was noted as 10/06/2022. The section for issuer identification and filer contact details in the provided content is blank, and no sales by the person in the past three months are reported.