Welcome to our dedicated page for Terawulf SEC filings (Ticker: WULF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TeraWulf Inc. filings document a Nasdaq-listed digital infrastructure company with common stock trading under WULF and operations centered on high-performance computing hosting and bitcoin mining. Its Form 8-K reports cover operating and financial results, Regulation FD presentations, material definitive agreements, credit arrangements, and equity capital transactions tied to data center development and corporate financing.
Proxy materials describe shareholder voting matters, board governance, executive compensation, and related annual meeting disclosures. Capital-structure filings and material-event reports address common stock offerings, underwriting agreements, subsidiary financing arrangements, and infrastructure-site transactions, including disclosures connected to the company's Hawesville development platform.
TeraWulf Inc. director Steven T. Pincus had 50 shares of Series A Convertible Preferred Stock mandatorily converted by the company into 7,097 shares of common stock on 12/09/2025, as part of a mandatory conversion of all preferred shares.
After this transaction, he beneficially owns 336,365 shares of TeraWulf common stock directly and no longer holds any Series A Convertible Preferred Stock. The conversion price for the preferred stock was $10.00 per share of Preferred Stock, as previously disclosed by the company.
Terawulf Inc. insider Kerri M. Langlais, a director and Chief Strategy Officer, reported a mandatory conversion of preferred stock into common shares.
On 12/09/2025, 251 shares of Series A Convertible Preferred Stock were converted into 35,629 shares of common stock under the issuer’s mandatory conversion of all Preferred Stock. After this transaction, Langlais beneficially owned 3,572,105 Terawulf common shares directly and 864,701 shares indirectly through the Langlais Family 2021 GST Trust.
TeraWulf Inc. is mandatorily converting all outstanding Series A Convertible Preferred Stock into approximately 1.215 million shares of common stock on December 9, 2025, under its Certificate of Designations. The company states that the conversion conditions were met after its common stock traded above 130% of the $10.00 conversion price (above $13.00) on at least five trading days between November 4 and November 24, 2025. TeraWulf reports about 419 million shares of common stock currently outstanding and expects roughly 420 million shares to be outstanding after settlement of the conversion, assuming no other issuances. After the conversion, no shares of Series A Convertible Preferred Stock will remain outstanding and no additional dividends will accrue on that preferred stock. Holders may still exercise an optional conversion right before the close of business on December 8, 2025, but such early conversion does not include accrued and unpaid regular dividends after the conversion date.
TeraWulf Inc. insider Paul B. Prager, the company’s Chief Executive Officer, director, and 10% owner, reported an internal reallocation of his holdings in TeraWulf common stock. On 11/20/2025, three million shares of common stock were contributed from his affiliate Riesling Power LLC to the Riesling Goods and Services Trust for no consideration, which is shown as a disposition of 3,000,000 shares in the filing. After this and related internal transfers, Prager reports beneficial ownership of TeraWulf shares held directly and through several entities, including 35,554,688 shares indirectly through Riesling Power LLC, 4,968,852 shares through Beowulf E&D Holdings Inc., 1,100,000 shares through Stammtisch Investments LLC, 938,700 shares held directly, and 5,000 shares through Heorot Power Holdings LLC. The filing notes these entity holdings may be attributed to him under beneficial ownership rules, while he disclaims ownership beyond his economic interest.
TeraWulf Inc. reported Q3 results and expanded into HPC leasing. Total revenue was $50.6 million, up from $27.1 million a year ago, driven by digital asset revenue of $43.4 million and new HPC lease revenue of $7.2 million. Segment profit was $23.8 million for Digital Asset Mining and $5.2 million for HPC Leasing. The company recorded a net loss of $(455.1) million, primarily due to a non-cash $(424.6) million change in the fair value of warrant and derivative liabilities.
Cash and cash equivalents were $711.3 million as of September 30, 2025, supported by $975.3 million in net proceeds from convertible notes during the period. Convertible notes were $1,060.2 million, and warrant liabilities totaled $839.5 million (current and noncurrent). Property, plant and equipment reached $861.8 million, reflecting significant infrastructure buildout. Total assets were $2,454.4 million and total stockholders’ equity was $247.3 million. There were 418,681,881 shares of common stock outstanding as of November 7, 2025.
TeraWulf Inc. furnished an update on its business, announcing third-quarter 2025 results via a press release and posting an investor presentation. The press release is included as Exhibit 99.1 and the presentation as Exhibit 99.2, and the company may use these materials during its earnings call.
The disclosures are provided under Items 2.02 and 7.01 and are furnished, not filed, which limits Section 18 liability and prevents automatic incorporation by reference into other filings. The presentation is also available on the company’s investor website.
TeraWulf Inc. completed a private offering of 0.00% Convertible Senior Notes due 2032, issuing an aggregate principal amount of $1.025 billion, including $125.0 million from the Initial Purchasers’ option exercised in full. The notes were sold at 100% of principal under Rule 144A, generating net proceeds of approximately $999.7 million.
The company plans to use the proceeds to fund part of a data center campus in Abernathy, Texas and for general corporate purposes. The notes are senior unsecured, bear no regular interest, and mature on May 1, 2032. They are initially convertible at 50.1567 shares per $1,000 (an initial conversion price of about $19.94 per share). Prior to May 6, 2029, the notes are not redeemable; on or after that date, TeraWulf may redeem them at par if the stock trades at least 130% of the conversion price for the specified period. Upon conversion, the company will settle principal in cash and any excess in cash, stock, or a combination, at its election.
TeraWulf Inc. completed a private offering of 0.00% Convertible Senior Notes due 2032, issuing an aggregate principal amount of $1.025 billion, including $125.0 million from the Initial Purchasers’ option exercised in full. The notes were sold at 100% of principal under Rule 144A, generating net proceeds of approximately $999.7 million.
The company plans to use the proceeds to fund part of a data center campus in Abernathy, Texas and for general corporate purposes. The notes are senior unsecured, bear no regular interest, and mature on May 1, 2032. They are initially convertible at 50.1567 shares per $1,000 (an initial conversion price of about $19.94 per share). Prior to May 6, 2029, the notes are not redeemable; on or after that date, TeraWulf may redeem them at par if the stock trades at least 130% of the conversion price for the specified period. Upon conversion, the company will settle principal in cash and any excess in cash, stock, or a combination, at its election.
TeraWulf Inc. (WULF) announced the upsize and pricing of a private offering of $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers have a 13-day option to buy up to an additional $125 million of notes.
The company estimates net proceeds of $877.6 million (or $999.7 million if the option is fully exercised). Closing is expected on October 31, 2025, subject to customary conditions. TeraWulf plans to use the proceeds to fund a portion of the construction cost of its data center campus in Abernathy, Texas and for general corporate purposes.
TeraWulf Inc. (WULF) announced the upsize and pricing of a private offering of $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers have a 13-day option to buy up to an additional $125 million of notes.
The company estimates net proceeds of $877.6 million (or $999.7 million if the option is fully exercised). Closing is expected on October 31, 2025, subject to customary conditions. TeraWulf plans to use the proceeds to fund a portion of the construction cost of its data center campus in Abernathy, Texas and for general corporate purposes.
TeraWulf Inc. announced an intention to offer $500 million aggregate principal amount of convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The company also plans to grant initial purchasers a 13‑day option to buy up to an additional $75 million of notes, beginning on and including the date the notes are first issued.
The potential offering is subject to market conditions and other factors. The company stated this announcement does not constitute an offer to sell or a solicitation to buy any securities.
TeraWulf Inc. announced an intention to offer $500 million aggregate principal amount of convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The company also plans to grant initial purchasers a 13‑day option to buy up to an additional $75 million of notes, beginning on and including the date the notes are first issued.
The potential offering is subject to market conditions and other factors. The company stated this announcement does not constitute an offer to sell or a solicitation to buy any securities.
TeraWulf Inc. entered a joint venture with a subsidiary of Fluidstack to develop and operate the Abernathy HPC Campus in Texas, with TeraWulf initially owning 50.1% (targeting 51% upon required equity contributions) and designating three of five managers.
An affiliate of Fluidstack signed a 25-year lease for 168 MW of critical IT load, with construction delivery expected in the second half of 2026. The total estimated build cost is $8–$10 million per MW, and contracted 25-year revenue to the joint venture is expected to total approximately $9.5 billion. During years two to three after operations commence, Fluidstack may purchase 6%–11% of total JV equity from TeraWulf, subject to the delay condition stated.
Google LLC entered a recognition agreement providing a backstop totaling $1.3 billion, which begins amortization at rent commencement and amortizes over 10 years. In a payment default or insolvency of the tenant, Google may terminate the lease and pay a termination fee, or assume the lease at a discounted rent rate. Each member has pro rata capital rights; TeraWulf must fund any shortfall if Fluidstack elects not to contribute.
TeraWulf Inc. entered a joint venture with a subsidiary of Fluidstack to develop and operate the Abernathy HPC Campus in Texas, with TeraWulf initially owning 50.1% (targeting 51% upon required equity contributions) and designating three of five managers.
An affiliate of Fluidstack signed a 25-year lease for 168 MW of critical IT load, with construction delivery expected in the second half of 2026. The total estimated build cost is $8–$10 million per MW, and contracted 25-year revenue to the joint venture is expected to total approximately $9.5 billion. During years two to three after operations commence, Fluidstack may purchase 6%–11% of total JV equity from TeraWulf, subject to the delay condition stated.
Google LLC entered a recognition agreement providing a backstop totaling $1.3 billion, which begins amortization at rent commencement and amortizes over 10 years. In a payment default or insolvency of the tenant, Google may terminate the lease and pay a termination fee, or assume the lease at a discounted rent rate. Each member has pro rata capital rights; TeraWulf must fund any shortfall if Fluidstack elects not to contribute.