WULF

1. Key Historical Highlights

• October 31, 2025: Closed a $1.025 billion 0.00% Convertible Senior Notes due 2032 offering to fund the Abernathy, Texas data center and general corporate purposes.
• October 29, 2025: Upsized and priced $900 million 0.00% Convertible Senior Notes due 2032 with an option for an additional $125 million.
• October 29, 2025: Announced a proposed private offering of $500 million Convertible Senior Notes due 2032.
• October 28, 2025: Executed a 168 MW AI compute joint venture with Fluidstack at Abernathy, targeting approximately $9.5 billion in contracted revenue to the joint venture.
• October 28, 2025: Reported preliminary Q3 2025 revenue of $48–$52 million and adjusted EBITDA of $15–$19 million.
• October 16, 2025: WULF Compute priced $3.2 billion of 7.750% senior secured notes due 2030 to finance the Lake Mariner expansion.
• October 14, 2025: Announced a proposed offering of $3.2 billion senior secured notes due 2030.
• August 22, 2025: Completed full exercise of the greenshoe, bringing 1.00% Convertible Senior Notes due 2031 to $1.0 billion.
• August 18, 2025: Priced and upsized $850 million of 1.00% Convertible Senior Notes due 2031 with capped call transactions.
• August 18, 2025: Fluidstack expanded with a 160 MW CB-5 lease at Lake Mariner, increasing total Fluidstack critical IT load there to approximately 360 MW.
• August 14, 2025: Signed two 10-year HPC colocation agreements with Fluidstack for over 200 MW anchoring about $3.7 billion in contracted revenue.
• August 14, 2025: Secured an 80-year ground lease at the Cayuga site enabling up to 400 MW of digital infrastructure capacity.
• August 08, 2025: Reported second quarter 2025 revenue of $47.6 million and confirmed HPC hosting revenue to begin in the third quarter.
• May 27, 2025: Acquired Beowulf Electricity & Data LLC to simplify the corporate structure and enhance governance.
• May 09, 2025: Energized Miner Building 5 to reach 245 MW capacity and repurchased $33 million of common stock.
• March 03, 2025: Reported 2024 revenue of $140.1 million and a net loss of $72.4 million.
• February 28, 2025: Announced a $200 million share repurchase program and strengthened liquidity with a convertible notes issuance.
• December 23, 2024: Signed long-term data center lease agreements with Core42 to deliver over 70 MW of AI-ready infrastructure in 2025.
• November 12, 2024: Completed a 2.5 MW HPC proof-of-concept and initiated a $200 million share repurchase program.

2. Financial Performance Overview

• Revenue accelerated from $69.2 million in 2023 to $140.1 million in 2024 (+102%) and reached $47.6 million in Q2 2025, with preliminary Q3 2025 revenue of $48–$52 million (~84% YoY vs. Q3 2024).
• Profitability is improving sequentially with preliminary Q3 2025 adjusted EBITDA of $15–$19 million versus $6 million in Q3 2024, though Q2 2025 adjusted EBITDA of $14.5 million was down year over year.
• Losses widened with a 2024 net loss of $72.4 million and a Q1 2025 net loss of $61.4 million as mining economics deteriorated following the halving and higher power costs.
• Mining cost inflation is pronounced, with cost per bitcoin rising to $25,268 in 2024 and $66,156 in Q1 2025, underscoring the strategic pivot toward contracted HPC revenues.
• Liquidity was strong entering 2025 ($274.1 million cash/bitcoin at December 31, 2024; $219.6 million at March 31, 2025) and bolstered by major 2025 financings: $1.0 billion 1.00% converts due 2031, $1.025 billion 0.00% converts due 2032, and $3.2 billion 7.75% senior secured notes due 2030.
• Contracted HPC visibility expanded materially with Fluidstack agreements and a 168 MW JV, bringing contracted critical IT load above 510 MW and multi‑billion revenue commitments; Gap: final audited Q3 2025 results and detailed capex phasing for Abernathy are not yet provided.

3. Management Effectiveness

• Executed a strategic pivot from predominantly bitcoin mining to long-duration, investment-grade-backed HPC hosting, securing over 510 MW of contracted critical IT load and targeting 250–500 MW of new contracts annually.
• Demonstrated capital markets access and disciplined deployment via multiple large financings in 2025 alongside share repurchases ($200 million authorization with $150+ million executed in 2024 and $33 million in Q1 2025).
• Advanced execution with on‑schedule infrastructure milestones (MB‑5 energized to 245 MW, 72.5 MW for Core42 slated for 2025) and scale partnerships that include Google-backed support to enhance project financeability.
• Simplified governance and alignment through the acquisition of Beowulf Electricity & Data LLC, eliminating related‑party structures and integrating energy expertise.
• Adapted to adverse mining economics by accelerating HPC conversion to stabilize margins and cash flows, though Evidence lacking: project‑level return metrics, consolidated JV economics, and covenant headroom on the $3.2 billion secured notes.

4. Key Quotes from Management

• "We are very pleased to deepen our strategic alignment with Fluidstack and Google through this long-term joint venture," — Paul Prager, Chief Executive Officer, TeraWulf (TeraWulf Expands Strategic Partnership with Fluidstack Through New 168 MW AI Compute Joint Venture, October 28, 2025)
• "On our last conference call — immediately following the Lake Mariner announcement — I made clear that our focus was execution, execution, execution. Today’s transaction demonstrates that execution in practice." — Paul Prager, Chief Executive Officer, TeraWulf (TeraWulf Expands Strategic Partnership with Fluidstack Through New 168 MW AI Compute Joint Venture, October 28, 2025)
• "This expansion underscores the unmatched scale and capabilities of the Lake Mariner campus." — Paul Prager, Chief Executive Officer, TeraWulf (TeraWulf Announces Fluidstack Expansion with 160 MW CB-5 Lease at Lake Mariner, August 18, 2025)
• "TeraWulf continues to execute on its strategy to develop scalable, sustainable digital infrastructure to support both high-performance computing (HPC) hosting and proprietary Bitcoin mining." — Paul Prager, Chief Executive Officer, TeraWulf (Second Quarter 2025 Financial Results, August 08, 2025)
• "We continue to see robust medium- and long-term demand for high-density, energy-efficient digital infrastructure." — Paul Prager, Chief Executive Officer, TeraWulf (First Quarter 2025 Financial Results Announcement, May 09, 2025)
• "In 2024, TeraWulf achieved significant financial and operational milestones, further solidifying our leadership in sustainable digital infrastructure." — Paul Prager, Chief Executive Officer, TeraWulf (Fourth Quarter and Full Year 2024 Financial Results, February 28, 2025)
• "Our strategic relationship with G42, and most specifically with Core42, positions TeraWulf at the intersection of two of today’s most transformative computational networks: AI compute and Bitcoin mining." — Paul Prager, Chief Executive Officer, TeraWulf (Announcement of Data Center Lease Agreements with G42, December 23, 2024)