Terawulf Inc SEC Filings

TeraWulf Inc. provides its annual overview of a business that is shifting from primarily bitcoin mining toward hosting high‑performance computing (HPC) and AI workloads. The company operates large U.S. data campuses in New York and Texas, emphasizing long‑term leases with hyperscale and enterprise customers.

TeraWulf highlights 522 MW of contracted critical IT load across its Lake Mariner and Abernathy campuses, plus additional pipeline capacity at its Cayuga site. Management stresses control of utility‑scale infrastructure, access to cost‑competitive power, and credit‑enhanced contracts, while outlining extensive risks tied to construction, power availability, regulation, bitcoin prices, and the need for ongoing capital.

TeraWulf Inc. reported fourth-quarter and full-year 2025 results, highlighting a shift toward high-performance computing (HPC) leasing alongside legacy bitcoin mining. Full-year revenue reached $168.5 million, driven mainly by digital asset revenue of $151.6 million and new HPC lease revenue of $16.9 million.

The company posted a substantially larger net loss of $661.4 million versus $72.4 million a year earlier, reflecting higher operating costs, interest expense and a $429.8 million loss from changes in warrant and derivative fair values. Non-GAAP adjusted EBITDA was $(23.1) million.

TeraWulf emphasized rapid scaling of its energy-advantaged AI and HPC platform, with 522 critical IT MW under long-term data center leases and about $12.8 billion in contracted revenue. Cash, cash equivalents and restricted cash totaled $3.72 billion as of December 31, 2025, supported by large project financings, while total liabilities rose to $6.42 billion including significant long-term debt and convertible notes.

TeraWulf Inc. reported fourth-quarter and full-year 2025 results, highlighting a shift toward high-performance computing (HPC) leasing alongside legacy bitcoin mining. Full-year revenue reached $168.5 million, driven mainly by digital asset revenue of $151.6 million and new HPC lease revenue of $16.9 million.

The company posted a substantially larger net loss of $661.4 million versus $72.4 million a year earlier, reflecting higher operating costs, interest expense and a $429.8 million loss from changes in warrant and derivative fair values. Non-GAAP adjusted EBITDA was $(23.1) million.

TeraWulf emphasized rapid scaling of its energy-advantaged AI and HPC platform, with 522 critical IT MW under long-term data center leases and about $12.8 billion in contracted revenue. Cash, cash equivalents and restricted cash totaled $3.72 billion as of December 31, 2025, supported by large project financings, while total liabilities rose to $6.42 billion including significant long-term debt and convertible notes.

Jane Street Group, LLC and its affiliates filed an amended Schedule 13G reporting beneficial ownership of 17,677,746 shares of TeraWulf Inc. common stock, representing 4.2% of the outstanding class as of the reported event.

All reported shares are held with shared voting and shared dispositive power, with no sole authority listed. The filing indicates that the reporting persons now own 5 percent or less of the class and certifies the holdings are not acquired or held for the purpose of changing or influencing control of TeraWulf.

TeraWulf Inc. disclosed two major infrastructure moves focused on high-performance computing and artificial intelligence data centers. The company closed on an Agreement of Purchase and Sale for a former industrial site in Hawesville, Kentucky, securing more than 250 buildable acres with direct access to multiple high-voltage transmission lines, an energized substation, and the regional transmission network.

The Hawesville seller received a 6.8% minority equity interest in TeraWulf’s Hawesville development entity, which plans to develop and own a high-performance computing/AI data center. The seller can request redemption of this interest starting one year after the data center begins operations. Separately, TeraWulf signed an Equity and Asset Purchase Agreement to acquire the Morgantown generating station in Maryland, a grid-connected power facility with approximately 210 megawatts of current operational capacity, subject to third-party consents and regulatory approvals, including from the Federal Energy Regulatory Commission.

The Vanguard Group has disclosed a significant ownership stake in Terawulf Inc. As of 12/31/2025, it beneficially owned 33,643,009 shares of Terawulf common stock, representing 8.03% of the outstanding class. Vanguard reports shared voting power over 2,670,876 shares and shared dispositive power over all 33,643,009 shares, with no sole voting or dispositive power.

The filing states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Terawulf. Vanguard also notes an internal realignment effective 01/12/2026, after which certain subsidiaries or divisions that pursue the same investment strategies may report beneficial ownership separately from The Vanguard Group.

Bank of Nova Scotia has disclosed a significant ownership position in Terawulf Inc. As of December 31, 2025, the bank beneficially owned 27,383,209 shares of Terawulf common stock, representing 6.2% of the outstanding class. The filing states that Bank of Nova Scotia has sole voting power and sole dispositive power over all of these shares, with no shared voting or dispositive authority. The position is reported on a Schedule 13G, which generally indicates a passive ownership stake rather than an activist or control intent.

TeraWulf Inc. Chief Accounting Officer William J. Tanimoto reported an equity award of 9,419 restricted stock units (RSUs) on January 14, 2026. Each RSU represents a contingent right to receive one share of TeraWulf common stock with a par value of $0.001 per share. The RSUs were granted at a price of $0 and are reported as directly owned. The award vests in three equal installments on each of the first three anniversaries of January 14, 2026, as long as Tanimoto continues employment or service with the company through each vesting date.

TeraWulf Inc. Chief Accounting Officer William Joseph Tanimoto reported equity award activity involving company stock. On January 9, 2026, 16,667 restricted stock units converted into an equal number of common shares as they vested on the second anniversary of a January 9, 2024 grant, contingent on continued employment.

On the same date, 5,296 common shares were automatically disposed of to cover taxes from Mr. Tanimoto’s net settlement election for the RSU vesting. After these transactions, he directly held 38,898 shares of common stock and 16,666 restricted stock units, with the remaining units scheduled to vest on the third anniversary of January 9, 2024, subject to continued service.

TeraWulf Inc. reports that Flash Compute LLC, an entity indirectly majority-owned through its subsidiary Big Country Wulf LLC, has upsized and priced a private debt offering. Flash Compute plans to issue $1.3 billion aggregate principal amount of senior secured notes due 2030, increased from a previously announced $1.275 billion. The notes are priced at 7.250% and will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

The transaction is expected to close on December 29, 2025, subject to market and other conditions. Flash Compute is a wholly-owned subsidiary of FS CS I LLC, whose equity is owned 50.1% by TeraWulf’s subsidiary Big Country Wulf LLC and 49.9% by Fluidstack CS I Inc., tying this large financing to a jointly owned structure.