WULF

Capital Markets: Convertible Notes and Hedging

Cluster Description

Financing through convertible notes and related hedging to fund growth and manage dilution; the August 22, 2025 completion supersedes the August 18, 2025 offering terms, while 2024 issuances remain separate.

Commitments

• August 22, 2025: Completed a $1.0 billion offering of 1.00% Convertible Senior Notes due 2031, including the full $150 million greenshoe, via a Rule 144A private placement, which supersedes the August 18, 2025 launch terms.
• August 22, 2025: Entered additional capped call transactions tied to the greenshoe with a cap price of $18.76 (100% premium) to mitigate dilution.
• August 22, 2025: Committed to use approximately $975.2 million of net proceeds, including $100.6 million for capped call costs and about $874.6 million for data center expansion and general corporate purposes, updating the August 18, 2025 proceeds plan.
• August 18, 2025: Launched an $850 million 1.00% Convertible Senior Notes offering due 2031 with a 13-day option for an additional $150 million in a Rule 144A private placement (superseded by the August 22, 2025 completion).
• August 18, 2025: Set note terms including 1.00% semi-annual interest starting March 1, 2026, an initial conversion rate of 80.4602 shares per $1,000, issuer redemption from September 6, 2028 subject to price tests, and a holder put upon fundamental change, which remain in effect post-closing.
• August 18, 2025: Noted that capped call counterparties (or affiliates) are expected to conduct share and derivatives hedging around pricing and over time.
• October 25, 2024: Closed $500 million of 2.75% Convertible Senior Notes due 2030 and allocated approximately $487.1 million of net proceeds to capped calls, share repurchases, and general corporate purposes.
• October 24, 2024: Priced and upsized $425 million 2030 notes with a 32.5% conversion premium and planned about $51 million for capped calls and a concurrent $115 million share repurchase.
• October 23, 2024: Announced a proposed $350 million 2030 convertible notes offering with intent to enter capped calls and repurchase shares at pricing (superseded by the October 24–25, 2024 upsizing and close).

AI/HPC Customer Contracts and Financing Backstops (Fluidstack, Core42, Google)

Cluster Description

Long-term customer colocation agreements and related financing backstops that underpin contracted revenue and capacity; August 18, 2025 terms expand and update August 14, 2025 commitments.

Commitments

• August 18, 2025: Fluidstack exercised its option to lease CB-5 at Lake Mariner, adding 160 MW of critical IT load with operations expected in H2 2026.
• August 18, 2025: With CB-5, total contracted critical IT load with Fluidstack at Lake Mariner increases to approximately 360 MW.
• August 18, 2025: Google increased its project-related debt backstop by $1.4 billion to about $3.2 billion and received warrants for 32.5 million shares, raising pro forma ownership to roughly 14%, updating and superseding the August 14, 2025 backstop terms.
• August 18, 2025: TeraWulf and Fluidstack are engaged in ongoing discussions for further capacity expansions beyond CB-5.
• August 14, 2025: Signed two 10-year colocation agreements with Fluidstack to deliver over 200 MW beginning in H1 2026 and completing by year-end 2026, supporting approximately $3.7 billion in contracted revenue (up to $8.7 billion with extensions).
• August 14, 2025: Google agreed to provide a $1.8 billion backstop for Fluidstack’s lease obligations and obtained an equity stake of about 8% (~41 million shares), which was superseded by the August 18, 2025 update.
• December 23, 2024: Executed long-term data center lease agreements with Core42 to deliver over 70 MW in phases from Q1 to Q3 2025 with two five-year renewal options and GPU-optimized hall customization.
• December 23, 2024: Included provisions to expand Core42’s near-term hosting capacity by an additional 135 MW gross (approximately 108 MW critical IT load).

HPC/Data Center Buildout and Delivery Timeline

Cluster Description

Buildout and delivery milestones for HPC infrastructure at Lake Mariner and related facilities; newer timelines supersede earlier estimates where noted.

Commitments

• August 14, 2025: On track to deliver 72.5 MW of HPC colocation capacity under Core42 leases with revenue recognition in the second half of 2025.
• August 08, 2025: Targeting 200–250 MW of operational HPC capacity by year-end 2026.
• August 14, 2025: Planning near-term expansion of Lake Mariner to 500 MW, with potential to reach 750 MW subject to targeted transmission upgrades.
• May 09, 2025: Initiated financing for the initial HPC data center buildout to support growth.
• December 03, 2024: Confirmed CB-1 (20 MW) is on track for Q1 2025 and 72.5 MW of HPC capacity by the end of Q2 2025.
• October 04, 2024: Scheduled CB-1 for completion in Q1 2025 and secured long-lead items for CB-2 (50 MW) for delivery by early Q2 2025.
• September 04, 2024: Originally targeted CB-1 completion by year-end 2024 (superseded by later Q1 2025 timeline updates).

Sites, Power, and Interconnection Capacity

Cluster Description

Real estate control and grid access to support scaling; includes long-term ground leases and interconnection milestones across sites.

Commitments

• August 14, 2025: Secured a long-term ground lease with an 80-year term supporting up to 400 MW of digital infrastructure, with 138 MW of predominantly zero-carbon power expected ready for service in 2026.
• August 08, 2025: Secured interconnection approval to draw 500 MW from the grid with plans to increase to 750 MW.
• February 28, 2025: Prioritized development of the Cayuga site to add 150 MW of capacity by 2026, scalable to 400 MW by 2028.
• October 10, 2024: Entered a new 35-year (extendable by 45 years) ground lease at Lake Mariner, expanding acreage and providing exclusive access to up to 750 MW of infrastructure capacity.

Sustainability and Energy Optimization

Cluster Description

Commitments to predominantly zero-carbon operations, renewable development, and demand response to optimize energy costs and sustainability metrics.

Commitments

• August 14, 2025: Advanced plans to develop an approximately 67 MW solar installation and 800 MWh battery energy storage system adjacent to the leased site.
• August 14, 2025: Reaffirmed commitment to operate facilities predominantly with zero-carbon energy sources.
• August 14, 2025: Reported expanded participation in New York demand response programs with proceeds of $3.1 million for Q2 2025 and $5.9 million for the first half of 2025.
• May 05, 2025: Continued operating on low-cost, predominantly zero-carbon energy from the Zone A grid as a core sustainability pillar.
• September 04, 2024: Conducted demand response curtailment of over 1,200 MWh, expected to reduce power costs by about $0.007/kWh.

Capital Allocation and Shareholder Returns

Cluster Description

Actions to return capital, manage dilution, and optimize the balance sheet through repurchases and financing; later actions build on the October 2024 authorization.

Commitments

• May 09, 2025: Repurchased $33 million of common stock in 2025 under the $200 million share repurchase authorization.
• February 28, 2025: Repurchased over $150 million of shares in late 2024 and early 2025, progressing toward the $200 million repurchase program target.
• October 25, 2024: Allocated a portion of the $500 million 2030 convertible notes net proceeds to share repurchases alongside capped calls and general corporate purposes.
• October 24, 2024: Executed a concurrent $115 million share repurchase at $6.40 per share with the pricing of the 2030 notes.
• November 12, 2024: Communicated no effective dilution until the stock price exceeds $18.00 per share.
• October 23, 2024: Authorized a share repurchase program of up to $200 million through December 31, 2025.

Corporate Development and Integration

Cluster Description

M&A and organizational streamlining to support growth; later disclosures confirm completion and terms, superseding earlier intent.

Commitments

• August 14, 2025: Confirmed acquisition of 100% of Beowulf Electricity & Data LLC on May 21, 2025, with contingent payments up to $19.0 million in cash and up to $13.0 million in additional common stock.
• May 27, 2025: Announced the acquisition of Beowulf Electricity & Data LLC for approximately $52.4 million total consideration to streamline the corporate structure and enhance energy expertise.
• May 27, 2025: Maintained 2025 cost guidance of SG&A expenses of $40–$45 million and operating expenses of $20–$25 million following the acquisition.
• May 09, 2025: Committed to pursue full integration of Beowulf to simplify structure and align incentives (superseded by the August 14, 2025 completion confirmation).

Bitcoin Mining Operations and Efficiency

Cluster Description

Scaling and efficiency improvements in self-mining operations, with later completion milestones superseding earlier construction targets.

Commitments

• May 09, 2025: Completed energization of Miner Building 5, increasing total capacity to 245 MW and self-mining hashrate to 12.2 EH/s.
• January 03, 2025: Continued construction of Miner Building 5 (50 MW) targeting mid-Q1 2025 completion (superseded by the May 9, 2025 completion).
• December 03, 2024: Planned restoration of 1.3 EH/s of mining equipment under warranty by year-end 2024.
• November 04, 2024: Accelerated miner refresh program to replace approximately 12,200 S19 XP miners as part of an efficiency recovery plan targeted for year-end 2024.
• October 03, 2024: Targeted achieving over 13 EH/s and approximately 18.2 J/TH efficiency by Q1 2025 (subsequently updated by realized performance in 2025).

Investor Communications and Governance

Cluster Description

Strengthening investor engagement and leadership to support execution and transparency.

Commitments

• November 21, 2024: Promoted a new Chief Operating Officer to drive operational excellence and support HPC and AI data center capability expansion.
• October 29, 2024: Scheduled an earnings conference call for November 12, 2024 to provide transparent financial updates to stakeholders.
• October 16, 2024: Appointed a Director of Investor Relations to enhance communication with institutional investors and articulate strategic milestones.