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. announced that wholly owned subsidiary WULF Compute LLC completed a private offering of $3.2 billion of 7.750% Senior Secured Notes due 2030, issued at 100% of principal. The notes were sold to qualified institutional buyers under Rule 144A. WULF Compute intends to use the net proceeds to help finance the Lake Mariner data center expansion in Barker, New York.
The notes pay interest semiannually on April 15 and October 15, starting April 15, 2026, and mature on October 15, 2030. Principal amortizes semiannually per the Indenture; amounts tied to new data center buildings begin only after each building is completed. Optional redemption is permitted at set prices on or after October 15, 2027, with a make‑whole call available earlier and an equity proceeds redemption feature of up to 40% before that date. Covenants limit additional debt, liens, restricted payments, certain investments, asset sales, affiliate transactions, and mergers, and include a change‑of‑control repurchase at 101% plus accrued interest. TeraWulf will provide a completion guarantee for the expansion.
TeraWulf (WULF) reported an insider equity grant on a Form 4. The company’s Chief Accounting Officer received 30,000 restricted stock units (RSUs) on October 16, 2025.
Each RSU represents the right to receive one share of common stock. The RSUs vest in three equal installments on the first, second, and third anniversaries of October 16, 2025, subject to continued service. Following the award, the reporting person shows 30,000 derivative securities beneficially owned, held directly.
TeraWulf (WULF) reported an insider transaction by CEO and Director Paul B. Prager. On 10/17/2025, 1,173,272 shares of common stock were acquired indirectly when the issuer issued shares to Beowulf E&D Holdings Inc. as earnout consideration under a Membership Interest Purchase Agreement. The earnout was triggered at the closing of the issuer’s $1 billion private offering of convertible notes on August 21, 2025, with issuance deferred until stockholder approval to increase authorized common shares.
Following the reported transaction, beneficial holdings are listed as 4,968,852 shares indirect via Beowulf E&D Holdings Inc.; 39,654,688 shares indirect via Riesling Power LLC; 938,700 shares direct; and 5,000 shares indirect via Heorot Power Holdings LLC. The filing describes the reporting person’s positions in related entities that may result in deemed beneficial ownership under Section 13(d).
TeraWulf Inc. announced that its wholly owned indirect subsidiary, WULF Compute LLC, has priced an offering of $3.2 billion aggregate principal amount of 7.750% senior secured notes due 2030 at an issue price of 100%.
The notes will be sold to qualified institutional buyers under Rule 144A and the offering is expected to close on October 23, 2025, subject to market and other conditions. The company emphasized that this notice is not an offer to sell or a solicitation to buy any securities.
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.
TeraWulf Inc. furnished an investor presentation update. On October 6, 2025, the company released selected slides from an investor presentation that will be used in upcoming investor meetings and attached them as Exhibit 99.1 to this report.
The slides and related information are provided under Regulation FD as “furnished,” meaning they are not deemed “filed” for liability purposes or automatically incorporated into other securities law filings. The company also includes a standard caution that the materials contain forward-looking statements, highlighting risks such as the ability to mine bitcoin profitably, attract and perform for high‑performance computing data center customers, secure adequate financing, manage power availability and costs, and navigate regulatory, economic, cybersecurity, and operational uncertainties.
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.