Terawulf Inc SEC Filings

William J. Tanimoto, the Chief Accounting Officer of TeraWulf Inc. (WULF), reported receipt of 6,667 restricted stock units (RSUs) on 08/16/2025. Each RSU represents a contingent right to receive one share of the issuer's common stock. The filing shows 6,667 shares acquired in a non-derivative entry and the derivative section identifies 6,667 RSUs with an underlying amount of 6,667 common shares. The RSUs are subject to a three-year vesting schedule, vesting in three equal installments on each of the first three anniversaries of August 16, 2023, contingent on continued employment or service through each vest date. Following the reported transaction, the filing lists 24,251 shares as beneficially owned in the non-derivative table.

TeraWulf Inc. officer William J. Tanimoto disclosed ownership and unvested restricted stock units in an amended Form 3/A. The filing shows 17,584 shares of common stock beneficially owned directly and four unvested RSU awards of 15,000, 30,000, 33,333, and 13,333 RSUs that vest in staggered three‑year schedules tied to anniversaries in 2023, 2024, 2025 and 2025, subject to continued service. The amendment was filed to include these unvested awards as of June 26, 2025.

TeraWulf Inc. reported that it intends to offer $400 million aggregate principal amount of convertible senior notes due 2031 in a private offering to qualified institutional buyers under Rule 144A, with initial purchasers having an option to buy up to an additional $60 million aggregate principal amount of notes. The company emphasized that the offering is subject to market conditions and other factors, and that this notice does not constitute an offer to sell or a solicitation to buy any securities.

TeraWulf also made available a press release and an investor presentation, both dated August 18, 2025, which provide further information about the planned financing and are incorporated by reference as exhibits to this report.

TeraWulf Inc. entered into a major datacenter lease for colocation building CB-5 at its Lake Mariner campus in New York with Fluidstack USA I Inc. through its indirect subsidiary Akela Data LLC. The CB-5 premises are planned to provide more than 160 megawatts of critical IT load for high-performance computing operations, with construction expected to be completed and delivered to Fluidstack by year end 2026 and rent obligations running for a 10-year term from completion.

Akela also signed a Recognition Agreement with Google LLC, under which Google agreed to backstop certain Fluidstack obligations; if Fluidstack defaults or faces insolvency, Google may either pay the termination fee or assume the lease and current rent. In consideration for this Google backstop, TeraWulf issued Google warrants to purchase 32,568,197 shares of common stock at an exercise price of $0.01 per share, which Google agreed to pledge to project lenders until the backstop becomes effective.

Paul B. Prager, CEO and Director of TeraWulf Inc. (WULF), reported transactions on 08/12/2025. He acquired 15,000,000 shares of common stock issued to Riesling Power LLC as prepaid rent under a lease agreement dated October 12, 2025. After the reported transactions, he is reported as beneficially owning 36,100,000 shares through Riesling Power. The filing discloses an additional 3,554,688 shares that remain payable as prepaid rent once TeraWulf obtains shareholder approval to increase authorized common shares. The report also shows 4,795,580 shares held by Beowulf E&D Holdings, a 491,700-share disposition, and 5,000 shares held via Heorot Power Holdings.

TeraWulf entered an 80-year lease for approximately 183 acres in Lansing, New York, to host high-performance computing (HPC) data center operations. The company prepaid rent with $95 million in common stock (valued using a 15-day trailing VWAP) and $3 million in cash, and agreed to share certain operating costs tied to the property. The lease includes customary covenants and permits TW Tenant to acquire the Premises for $100 after the 50th anniversary, with the landlord able to compel the sale on the same terms.

The transaction was reviewed by a special independent committee and accompanied by a fairness opinion from CBRE Capital Advisors because the Cayuga Landlord Parent is owned by TeraWulf's Chief Executive Officer. TeraWulf also restructured internal leases at Lake Mariner/Brookings covering 162.7 acres and providing access to power and infrastructure for up to 750 MW, enabling allocation between bitcoin mining and HPC businesses. The filing also discloses registration rights requiring a Form S-3 shelf registration within 60 days, and includes investor communications and an upcoming investor call and presentation.

TeraWulf announced that its indirect subsidiary Akela Data LLC entered into two data center lease agreements with Fluidstack to occupy more than 200 MW of critical IT load at the Lake Mariner campus for high-performance computing operations. Akela will deliver the Premises in two phases during 2026, and Fluidstack’s rent obligations begin on each phase’s completion date and continue for a 10-year term.

To support the leases, Akela, Fluidstack and Google LLC executed recognition agreements under which Google will backstop certain Fluidstack lease obligations; on tenant payment default or insolvency, Google may pay the termination fee or assume the lease. In exchange, TeraWulf issued Google warrants to purchase 41,011,803 common shares at <$0.01> per share, pledged to lenders until the Google backstop is effective. Akela will pay a $30 million initial commission to CBRE and an additional ~<$20 million> if further capacity is leased by March 31, 2026.

TeraWulf reported increased revenue but larger losses in the first half of 2025. Revenue was $47.6 million for the quarter and $82.0 million for the six months, up from $35.6 million and $78.0 million a year earlier, respectively. Despite higher sales, the company recorded a net loss of $(18.4) million for the quarter and $(79.8) million for the six months, widening the accumulated deficit to $(412.1) million.

The balance sheet shows total assets of $869.4 million and total liabilities of $695.1 million. Cash and cash equivalents fell to $89.993 million from $274.065 million at year-end 2024 after $213.6 million of purchases of plant and equipment and other investing activity. Property, plant and equipment, net rose to $604.8 million. TeraWulf completed the Beowulf E&D acquisition for $54.6 million, recording $55.5 million of goodwill and $30.0 million of contingent consideration. The company holds $500.0 million principal in 2030 convertible notes (net carrying $488.7 million) and received $90.0 million of prepaid rent for future HPC leases, recorded as deferred rent.

TeraWulf Inc. filed a current report to furnish a press release announcing its financial results for the second quarter ended June 30, 2025. The press release, dated August 8, 2025, is attached as Exhibit 99.1 and provides the detailed quarterly figures and discussion of performance.

The company states that the information in the results and the exhibit is being furnished under the securities laws rather than filed, which limits certain legal liabilities. The report also includes an extensive caution about forward-looking statements, highlighting risks such as bitcoin mining profitability, data center leasing, financing needs, regulatory changes, power availability, cybersecurity, and macroeconomic conditions.