WULF

Convertible Notes (0.00% due 2032)

Cluster Description

Capital raised via zero-coupon convertible notes to fund growth, with final terms and proceeds on October 31, 2025 superseding earlier October 29 announcements.

Commitments

• October 31, 2025: Closed issuance of $1.025 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (including $125 million from the option), establishing the related noteholder obligations.
• October 31, 2025: Intends to use approximately $999.7 million in net proceeds to fund a portion of the Abernathy, Texas data center campus and for general corporate purposes.
• October 29, 2025: Announced an upsized $900 million 0.00% Convertible Senior Notes due 2032 offering expected to close October 31, 2025, which was superseded by the October 31 closing at $1.025 billion.
• October 29, 2025: Granted initial purchasers a 13‑day option to purchase up to an additional $125 million of notes, which was exercised in full at closing.
• October 29, 2025: Set initial conversion terms at 50.1567 shares per $1,000 principal (approximately $19.9375 conversion price), with limited convertibility prior to February 1, 2032 and at‑will thereafter until two trading days before maturity.
• October 29, 2025: Established a company redemption right on or after May 6, 2029 if the stock trades at least 130% of the conversion price for at least 20 of 30 consecutive trading days.
• October 29, 2025: Committed to repurchase notes at 100% of principal plus accrued special interest upon a fundamental change as defined in the indenture.

Senior Secured Notes ($3.2B due 2030) for Lake Mariner Expansion

Cluster Description

Project financing for Lake Mariner expansion supported by guarantees and a robust collateral package; October 16 pricing supersedes the October 14 proposed offering.

Commitments

• October 16, 2025: Priced $3.2 billion senior secured notes due 2030 to finance a portion of the Lake Mariner data center expansion, with closing expected on October 23, 2025.
• October 16, 2025: Confirmed full and unconditional guarantees of the notes by La Lupa Data LLC, Akela Data Holdings LLC, and Akela Data LLC.
• October 16, 2025: Secured the notes and guarantees with first‑priority liens on substantially all assets of WULF Compute and the guarantors, equity interests of WULF Compute, a designated lockbox account of Fluidstack USA I Inc., and a Google warrant pledge prior to completion of the expansion.
• October 16, 2025: TeraWulf committed to provide customary completion guarantees and fund WULF Compute as necessary to ensure timely completion of the expansion buildings.
• October 14, 2025: Announced an intent to offer $3.2 billion senior secured notes due 2030, which was superseded by the October 16 pricing.

Convertible Notes (1.00% due 2031) and Capped Calls

Cluster Description

Convertible notes financing completed in August 2025 with anti‑dilution hedges; August 22 completion supersedes August 18 pricing and the earlier $400 million proposal.

Commitments

• August 22, 2025: Completed sale of $1.0 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031, including full exercise of the $150 million option.
• August 22, 2025: Entered into additional capped call transactions related to the additional notes with a cap price of $18.76 per share to mitigate potential dilution.
• August 22, 2025: Allocated approximately $100.6 million of net proceeds to capped call costs and earmarked the remaining approximately $874.6 million for data center expansion and general corporate purposes.
• August 18, 2025: Announced an upsized $850 million 1.00% Convertible Senior Notes offering with a 13‑day option for $150 million, which was superseded by the August 22 completion at $1.0 billion.
• August 18, 2025: Committed to pay interest at 1.00% per annum semi‑annually on March 1 and September 1 beginning March 1, 2026 until maturity on September 1, 2031.
• August 18, 2025: Set initial conversion terms at 80.4602 shares per $1,000 principal (approximately $12.43 per share) with settlement in cash and/or stock subject to stockholder approval for share issuance.
• August 18, 2025: Established a company redemption right on or after September 6, 2028 subject to a 130% stock price trigger and standard notice provisions.
• August 18, 2025: Granted holders the right to require repurchase at 100% of principal plus accrued interest upon a fundamental change.
• August 18, 2025: Noted expected hedging and market activities by capped call counterparties and their affiliates in connection with establishing and maintaining hedge positions.
• August 18, 2025: Announced a proposed $400 million convertible offering with a $60 million option, which was superseded the same day by the upsized $850 million offering and later by the $1.0 billion completion.

Fluidstack Strategic Partnerships and Google Backstops

Cluster Description

Long‑duration, investment‑grade‑backed HPC growth anchored by Fluidstack with significant Google credit support, spanning Abernathy and Lake Mariner; later commitments add to (rather than replace) earlier ones.

Commitments

• October 28, 2025: Committed through a joint venture with Fluidstack to develop and deliver 168 MW of AI compute at the Abernathy, Texas campus with facility delivery expected in the second half of 2026.
• October 28, 2025: Entered a 25‑year hosting and lease commitment representing approximately $9.5 billion in contracted revenue for the Abernathy joint venture.
• October 28, 2025: Secured a $1.3 billion Google backstop of Fluidstack’s long‑term lease obligations to support project‑related debt financing for Abernathy.
• October 28, 2025: Obtained an exclusive right to partner with Fluidstack for up to 51% of the next roughly 168 MW data center project on substantially similar terms.
• October 28, 2025: Reserved rights for the joint venture to develop subsequent phases at the Abernathy campus beyond the initial 168 MW.
• October 28, 2025: Confirmed TeraWulf’s 51% majority ownership in the joint venture with staged equity contributions to preserve balance sheet flexibility and governance.
• October 28, 2025: Committed to project financing with estimated total project cost of $8–$10 million per MW and a modified gross lease structure with annual escalators.
• August 18, 2025: Expanded the Fluidstack relationship with a CB‑5 lease at Lake Mariner to add 160 MW of critical IT load with operations expected to commence in the second half of 2026.
• August 18, 2025: Increased total contracted critical IT load with Fluidstack at Lake Mariner to approximately 360 MW following the CB‑5 commitment.
• August 18, 2025: Secured an incremental $1.4 billion Google backstop and 32.5 million warrants, increasing Google’s total backstop to roughly $3.2 billion and pro forma equity ownership to about 14%.
• August 18, 2025: Continued discussions with Fluidstack regarding further capacity expansions beyond CB‑5 at Lake Mariner.
• August 14, 2025: Signed two 10‑year colocation agreements with Fluidstack to deliver over 200 MW of critical IT load beginning in 2026, representing approximately $3.7 billion in contracted revenue with extensions up to approximately $8.7 billion.
• August 14, 2025: Planned to access capital markets to fund a portion of the projects tied to the Fluidstack agreements at an estimated cost of $8–$10 million per MW.
• August 14, 2025: Reported expected site NOI margins of about 85% from the Fluidstack program, implying roughly $315 million annually.

Capacity Growth Targets and Site Development

Cluster Description

Enterprise‑scale capacity roadmap and site enablement, with the October 28, 2025 targets superseding earlier growth pacing.

Commitments

• October 28, 2025: Raised the annual contracting target to 250–500 MW of critical IT load per year as part of an upwardly revised growth strategy, superseding earlier 100–150 MW and 200–250 MW growth targets.
• October 28, 2025: Committed to convert advantaged infrastructure positions into long‑duration contracted HPC capacity backed by investment‑grade counterparties.
• August 14, 2025: Outlined near‑term plans to expand the Lake Mariner facility to 500 MW and potentially 750 MW with targeted transmission upgrades.
• August 14, 2025: Secured a long‑term ground lease enabling development of up to 400 MW of digital infrastructure capacity with 138 MW expected ready for service in 2026.
• August 08, 2025: Targeted operational HPC capacity of 200–250 MW by year‑end 2026, which has been superseded by the October 28 annual contracting target.
• February 28, 2025: Prioritized development of the Cayuga site to add 150 MW of capacity by 2026 scalable to 400 MW by 2028.
• January 03, 2025: Engaged in active discussions with additional tenants to utilize approximately 178 MW of near‑term HPC capacity, including a time‑limited option for an additional 135 MW.
• November 14, 2024: Planned to add approximately 178 MW of additional HPC data center capacity by the end of the second quarter of 2025 to reach around 500 MW deployed at Lake Mariner.

Core42 Delivery and 2025 HPC Buildout

Cluster Description

Execution of the Core42 program to deliver 72.5 MW of HPC capacity in 2025 through phased infrastructure delivery and dedicated colocation builds.

Commitments

• October 14, 2025: Reaffirmed delivery of 72.5 MW of HPC colocation capacity under data center leases with Core42 with revenue recognition expected in the second half of 2025.
• August 08, 2025: Committed to deliver 72.5 MW of gross HPC hosting infrastructure to Core42 during 2025 as part of the company’s scalable digital infrastructure program.
• March 03, 2025: Confirmed long‑term data center lease agreements with Core42 for 72.5 MW of HPC hosting capacity with an initial 10‑year term and two five‑year renewal options.
• December 23, 2024: Scheduled phased delivery of over 70 MW of Core42 infrastructure between Q1 and Q3 2025, including customization of data halls to support GPU clusters.
• December 03, 2024: Reported that the 20 MW CB‑1 colocation building was on track for Q1 2025 with total 72.5 MW of HPC hosting capacity by the end of Q2 2025.

Sustainability and Energy Management

Cluster Description

Commitments to predominantly zero‑carbon operations and grid programs, including on‑site renewables and demand response participation.

Commitments

• August 14, 2025: Committed to operating facilities predominantly with zero‑carbon energy sources to promote sustainability in digital infrastructure operations.
• August 14, 2025: Planned development of an approximately 67 MW solar installation and an 800 MWh battery energy storage system adjacent to the leased area to reinforce low‑cost, resilient operations.
• August 14, 2025: Expanded participation in demand response programs across New York State, noting proceeds of $3.1 million and $5.9 million for the three and six months ended June 30, 2025.
• May 05, 2025: Reiterated reliance on predominantly zero‑carbon power from New York Zone A and ongoing participation in demand response to optimize energy costs.
• November 14, 2024: Continued the company’s commitment to sustainable bitcoin mining powered by predominantly zero‑carbon energy sources.

Capital Allocation and Reporting

Cluster Description

Policies for disclosures, guidance, and capital returns to shareholders, alongside structural simplification to enhance flexibility.

Commitments

• October 28, 2025: Committed to release full third quarter 2025 financial statements in November 2025.
• October 28, 2025: Committed to prepare and publish reconciliations of non‑GAAP measures to GAAP upon period completion in the quarterly earnings materials.
• May 27, 2025: Completed the acquisition of Beowulf Electricity & Data LLC for approximately $52.4 million to streamline the corporate structure and enhance operational efficiency.
• May 27, 2025: Maintained 2025 cost guidance for SG&A of $40–$45 million and operating expenses of $20–$25 million following the Beowulf E&D acquisition.
• May 09, 2025: Continued executing the $200 million stock repurchase program with $33 million repurchased year‑to‑date to return capital to shareholders.
• March 03, 2025: Affirmed authorization to repurchase up to $200 million of common stock through December 31, 2025 as part of the board‑approved share repurchase program.
• February 28, 2025: Highlighted elimination of legacy term loan debt in 2024, enhancing strategic and financial flexibility.