WULF

Debt Financing and Security for Expansion

Cluster Description

Financing commitments to fund data center expansion, including note offerings, guarantees, and collateral; later transactions supersede earlier proposals as sizes, terms, and uses of proceeds were finalized.

Commitments

• October 16, 2025: WULF Compute committed to use net proceeds from the $3.2 billion senior secured notes to finance a portion of the Lake Mariner data center expansion, superseding the October 14, 2025 proposal.
• October 16, 2025: The senior secured notes will be fully and unconditionally guaranteed by La Lupa Data LLC, Akela Data Holdings LLC, and Akela Data LLC, superseding the October 14, 2025 proposed terms.
• October 16, 2025: The notes will be secured by first‑priority liens on substantially all assets, equity interests of WULF held by TeraWulf Brookings LLC, a designated Fluidstack USA I Inc. lockbox account, and a pre‑completion Google warrant pledge, superseding the October 14, 2025 security description.
• October 16, 2025: TeraWulf committed to provide customary completion guarantees and funding support to ensure timely completion of the Lake Mariner expansion.
• August 22, 2025: TeraWulf completed a $1.0 billion 1.00% Convertible Senior Notes due 2031 offering (including the $150 million greenshoe) and allocated proceeds to capped call costs and data center expansion/general purposes, superseding the August 18, 2025 pricing announcement.
• August 22, 2025: The company entered additional capped call transactions tied to the incremental notes with an initial cap price of $18.76 to mitigate dilution.
• August 18, 2025: TeraWulf priced $850 million of 1.00% Convertible Senior Notes due 2031 with a 13‑day option for up to $150 million more, which was subsequently upsized and closed on August 22, 2025.
• August 18, 2025: The company announced a proposed $400 million Convertible Senior Notes offering with a $60 million option, which was later superseded by the upsized August 18 pricing and the August 22 closing.
• October 25, 2024: TeraWulf closed $500 million of 2.75% Convertible Senior Notes and committed net proceeds to capped calls, share repurchases, and data center expansion/general corporate purposes.
• October 24, 2024: TeraWulf upsized and priced $425 million of 2.75% Convertible Senior Notes due 2030 with planned use of proceeds for capped calls and corporate purposes, superseded by the October 25, 2024 closing.
• October 23, 2024: The company announced a proposed $350 million Convertible Senior Notes offering with intentions for capped calls and concurrent share repurchases that were subsequently executed and upsized.

Hyperscale AI Hosting Expansion with Fluidstack and Google Support

Cluster Description

Growth commitments to expand hyperscale AI/HPC hosting with Fluidstack, supported by Google’s financing backstop; August 18, 2025 updates supersede the August 14, 2025 initial framework.

Commitments

• August 18, 2025: Fluidstack exercised the CB‑5 lease at Lake Mariner for a new 160 MW liquid‑cooled building with operations expected in H2 2026.
• August 18, 2025: TeraWulf committed to deliver approximately 360 MW of contracted critical IT load to Fluidstack at Lake Mariner, updating the August 14, 2025 plan for 200+ MW.
• August 18, 2025: Google agreed to an incremental $1.4 billion project‑related debt backstop (raising the total to ~$3.2 billion) and received 32.5 million warrants for ~14% pro forma equity, superseding the August 14, 2025 $1.8 billion backstop and ~8% stake.
• August 18, 2025: TeraWulf and Fluidstack committed to pursue additional capacity expansions beyond CB‑5.
• August 14, 2025: TeraWulf committed to deliver over 200 MW of critical IT load through two 10‑year colocation agreements with Fluidstack with ~$3.7 billion contracted revenue and potential extensions to ~$8.7 billion.
• August 14, 2025: The company planned to access capital markets to fund a portion of the project tied to the Fluidstack agreements.
• August 14, 2025: TeraWulf aimed to accelerate expansion into HPC with expected 85% site NOI margins (~$315 million annually).

Core42 HPC Delivery Timeline and Infrastructure

Cluster Description

Commitments to deliver 72.5 MW of HPC capacity to Core42 and bring CB‑1/CB‑2 online; 2025 updates shift earlier 2024 timelines to the second half of 2025.

Commitments

• August 14, 2025: TeraWulf is on track to deliver 72.5 MW of HPC colocation capacity under leases with Core42 with revenue recognition in the second half of 2025.
• August 08, 2025: The company reaffirmed delivery of 72.5 MW of gross HPC hosting infrastructure to Core42 in 2025.
• May 09, 2025: TeraWulf projected CB‑1 to go live in Q3 2025 and CB‑2 in Q4 2025 with HPC revenues beginning in Q2 2025, updating earlier Q1/Q2 2025 targets.
• May 05, 2025: The company committed to deliver 72.5 MW of HPC colocation capacity for Core42 as data halls come online in 2025.
• January 03, 2025: TeraWulf finalized data center lease agreements totaling over 70 MW with an initial 10‑year term and a revenue opportunity exceeding $1 billion.
• December 23, 2024: TeraWulf committed to release over 70 MW of turn‑key infrastructure for Core42 in phases between Q1 and Q3 2025.
• November 20, 2024: The company targeted completion of the 20 MW CB‑1 facility in Q1 2025 and 72.5 MW by end of Q2 2025, which was later updated by 2025 guidance.

Grid, Site, and Capacity Expansion (Lake Mariner and Cayuga)

Cluster Description

Power and site capacity expansion across Lake Mariner and Cayuga through interconnection approvals and long‑term leases; later updates supersede earlier timetables and add a new 80‑year lease.

Commitments

• August 14, 2025: TeraWulf secured a long‑term ground lease enabling up to 400 MW of digital infrastructure capacity with 138 MW of predominantly zero‑carbon power expected ready for service in 2026.
• August 14, 2025: The company outlined Lake Mariner expansion to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades, reaffirming and updating prior guidance.
• August 08, 2025: TeraWulf sought interconnection approval to draw 500 MW from the grid with plans to increase to 750 MW.
• May 09, 2025: The company requested additional NYISO capacity approvals to increase total power at Lake Mariner to 750 MW.
• May 05, 2025: TeraWulf planned to expand Lake Mariner capacity to 500 MW in the near term and potentially 750 MW with transmission upgrades.
• February 28, 2025: TeraWulf prioritized integrating the Cayuga site to add 150 MW by 2026, scalable to 400 MW by 2028.
• November 14, 2024: The company executed a new 35‑year ground lease at Lake Mariner to expand acreage for cryptocurrency mining and HPC data center operations.
• November 12, 2024: TeraWulf secured a long‑term ground lease granting exclusive rights to 750 MW of infrastructure capacity at Lake Mariner.

Sustainability and Energy Management

Cluster Description

Operational commitments to zero‑carbon power sourcing and grid support through demand response, supplemented by on‑site renewables and storage development; later disclosures update program proceeds and project specifics.

Commitments

• August 14, 2025: TeraWulf expanded participation in New York demand response programs generating $3.1 million in Q2 2025 and $5.9 million for the first half of 2025.
• August 14, 2025: The company reaffirmed its commitment to operate facilities predominantly with zero‑carbon energy sources.
• August 14, 2025: TeraWulf planned an approximately 67 MW solar installation and an 800 MWh battery energy storage system adjacent to its leased area.
• May 05, 2025: The company committed to source power from New York Zone A’s predominantly zero‑carbon grid as part of its sustainability strategy.
• May 05, 2025: TeraWulf aimed to expand participation in demand response programs with expected payments reducing cost of revenue.
• November 14, 2024: The company affirmed sustainable Bitcoin mining using predominantly zero‑carbon energy.

Capital Allocation and Shareholder Returns

Cluster Description

Share repurchase and related capital allocation actions to enhance shareholder value; later actions execute and expand upon the authorization announced in October 2024.

Commitments

• May 09, 2025: TeraWulf continued returning capital via its stock repurchase program with $33 million repurchased in 2025 to date.
• February 28, 2025: The company executed significant share repurchases exceeding $150 million in late 2024 and early 2025 under its $200 million program.
• October 25, 2024: TeraWulf allocated a portion of convertible notes proceeds to share repurchases as part of its capital strategy.
• October 24, 2024: The company committed to repurchase approximately $115 million of common stock concurrently with its convertible notes offering.
• October 23, 2024: TeraWulf authorized a share repurchase program of up to $200 million through December 31, 2025.

Corporate Structure and Governance (Beowulf E&D)

Cluster Description

Actions to streamline corporate structure and governance via the Beowulf Electricity & Data acquisition and integration, with maintained cost guidance; later disclosures add detail about contingent consideration.

Commitments

• August 14, 2025: TeraWulf disclosed completion of the Beowulf Electricity & Data acquisition on May 21, 2025 with up to $19.0 million in contingent cash and up to $13.0 million in stock tied to expansion and financing milestones.
• May 27, 2025: The company committed to acquire Beowulf Electricity & Data for approximately $52.4 million to streamline operations and enhance capital access.
• May 27, 2025: TeraWulf maintained its 2025 cost guidance of $40–$45 million SG&A and $20–$25 million operating expenses following the acquisition.
• May 09, 2025: The company pursued full integration of Beowulf Electricity & Data to simplify structure and eliminate related‑party disclosures.
• May 27, 2025: TeraWulf emphasized long‑term growth and value creation through enhanced transparency and governance post‑acquisition.

Self‑Mining Operations and Infrastructure Optimization

Cluster Description

Operational commitments to optimize Bitcoin mining performance through facility buildout and equipment upgrades; later updates reflect progress and completion of infrastructure work.

Commitments

• May 09, 2025: TeraWulf committed to optimize its self‑mining platform following energization of Miner Building 5 to enhance efficiency and Bitcoin production.
• January 03, 2025: The company proceeded with construction of Miner Building 5 (50 MW) targeting mid‑Q1 2025 completion to reach 195 MW mining capacity and ~9.7 EH/s.
• November 20, 2024: TeraWulf completed significant electrical infrastructure upgrades at Lake Mariner to improve power reliability for future HPC loads.
• November 14, 2024: The company retained a right to purchase up to 30,000 miners under a Bitmain call option with a December 31, 2024 deadline.
• November 04, 2024: TeraWulf accelerated its miner refresh program by replacing legacy miners with S19 XP models as part of a year‑end recovery plan.