10q10k10q10k.net

What changed in TERAWULF INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of TERAWULF INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+348 added−386 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in TERAWULF INC.'s 2025 10-K

348 paragraphs added · 386 removed · 184 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

21 edited+55 added−74 removed7 unchanged
Biggest changeRisks Related to Governmental Regulation and Enforcement • Changing environmental regulation and public energy policy may expose our business to new risks. • Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations. • The implementation of new tariffs, more restrictive trade policies or the renegotiation of existing U.S. trade agreements may adversely affect our business, prospects, or operations. • Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies. 9 Table of Contents • Bitcoin and bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.
Biggest changeRisks Related to Governmental Regulation and Enforcement • We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations. • Bitcoin and bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations. • Changing environmental regulation and public energy policy may expose our business to new risks. • The compliance costs of responding to new and changing regulations could adversely affect our operations. • Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies. • We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the cryptocurrency industry, which could ultimately be resolved against the Company, requiring material future cash payments or charges, which could impair our financial condition and results of operations. • The Company may be classified as an inadvertent investment company. • If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on the Company or its shareholders.
We anticipate that subsequent events and developments will cause our views to change. You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake.
We anticipate that subsequent events and developments will cause our views to change. You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake.
Diversity, Equity and Inclusion TeraWulf is dedicated to cultivating a diverse and inclusive workforce. We prioritize hiring and recruitment based on merit and qualifications, recognizing the inherent value of varied perspectives and experiences. The Company’s Diversity Policy serves as a fundamental framework, outlining TeraWulf’s commitment to fostering an inclusive environment where all individuals are treated with respect and esteem.
TeraWulf is dedicated to cultivating a diverse and inclusive workforce. We prioritize hiring and recruitment based on merit and qualifications, recognizing the inherent value of varied perspectives and experiences. The Company’s Diversity Policy serves as a fundamental framework, outlining TeraWulf’s commitment to fostering an inclusive environment where all individuals are treated with respect and esteem.
All SEC filings are also available at the SEC’s website at www.sec.gov. Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only. Forward-Looking Statements This Annual Report contains “forward-looking statements” within the meaning of the U.S.
All SEC filings are also available at the SEC’s website at www.sec.gov. Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only. 6 Table of Contents Forward-Looking Statements This Annual Report contains “forward-looking statements” within the meaning of the U.S.
We qualify all of our forward-looking statements by these cautionary statements. Risk Factor Summary Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks we face.
We qualify all of our forward-looking statements by these cautionary statements. 7 Table of Contents Risk Factor Summary Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks we face.
Furthermore, each employee of TeraWulf and many employees of Beowulf E&D hold ownership in the Company through equity awards granted under our 2021 Omnibus Incentive Plan (the “Plan”). The primary objective of the Plan is to attract, retain, and motivate employees, executive officers, and directors through the provision of stock-based compensation awards.
Furthermore, each employee of TeraWulf and many employees of Beowulf E&D hold ownership in the Company through equity awards granted under our 2021 Omnibus Incentive Plan (as amended, the “Plan”). The primary objective of 5 Table of Contents the Plan is to attract, retain, and motivate employees, executive officers, and directors through the provision of stock-based compensation awards.
These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.
These forward-looking statements are contained principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.
For TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, and specifically, the value of bitcoin, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • the need to raise additional capital to meet our business requirements in the future, which may be costly or difficult to obtain or may not be obtained (in whole or in part) and, if obtained, could significantly dilute the ownership interests of TeraWulf’s shareholders; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; 7 Table of Contents • adverse geopolitical or economic conditions, including a high inflationary environment and the implementation of new tariffs and more restrictive trade regulations; • security threats or unauthorized or impermissible access to our data centers, our operations or our digital wallet; • counterparty risk with respect to our digital asset custodian and our mining pool provider; • employment workforce factors, including the loss of key employees; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • currency exchange rate fluctuations; and • other risks, uncertainties and factors included or incorporated by reference in this Annual Report, including those set forth under “Risk Factors” in this this Annual Report.
For TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • the ability to complete our data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; • the ability to attract additional customers to lease our HPC data centers; • the need to raise additional capital to meet our business requirements in the future, which may be costly or difficult to obtain or may not be obtained (in whole or in part) and, if obtained, could significantly dilute the ownership interests of TeraWulf’s shareholders; • adverse geopolitical or economic conditions, including a high inflationary environment and the implementation of new tariffs and more restrictive trade regulations; • security threats or unauthorized or impermissible access to our data centers, our operations or our digital wallet; • counterparty risk with respect to our digital asset custodian and our mining pool provider; • employment workforce factors, including the loss of key employees; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in the value of bitcoin; • currency exchange rate fluctuations; and • other risks, uncertainties and factors included or incorporated by reference in this Annual Report, including those set forth under “Risk Factors” in this Annual Report.
We recognize the pivotal role played by our workforce in the Company’s success and prioritize their well-being and dedication. To support our employees, TeraWulf offers a comprehensive benefits program tailored to their needs. This program encompasses a 401(k) retirement plan, flexible work hours, ample leave policies, and initiatives aimed at promoting mental and physical well-being.
To support our employees, TeraWulf offers a comprehensive benefits program tailored to their needs. This program encompasses a 401(k) retirement plan, flexible work hours, ample leave policies, and initiatives aimed at promoting mental and physical well-being.
All of TeraWulf’s and Beowulf E&D’s employees are located in the United States, primarily in New York, Maryland and Colorado. None of TeraWulf’s or Beowulf E&D’s employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages.
All of TeraWulf’s and Beowulf E&D’s employees are in the United States, primarily in New York and Maryland. None of TeraWulf’s or Beowulf E&D’s employees are represented by a labor union or covered by collective bargaining agreements. We recognize the pivotal role played by our workforce in the Company’s success and prioritize their well-being and dedication.
We believe that embracing a range of perspectives not only enhances our organizational culture but also bolsters our capacity to respond to change and stimulate innovation. Cybersecurity TeraWulf has adopted a thorough strategy for information security and data governance, incorporating physical, procedural, and technical safeguards. These measures aim to safeguard sensitive information and protect our operations against unauthorized access.
We believe that embracing a range of perspectives not only enhances our organizational culture but also bolsters our capacity to respond to change and stimulate innovation. Cybersecurity TeraWulf maintains a cybersecurity risk management program that includes physical, procedural, and technical safeguards designed to protect information systems and data.
To align leadership incentives with long-term shareholder value, a substantial portion of senior management and director compensation is in the form of common equity interests in the Company. Additionally, TeraWulf benefits from the expertise and support of Beowulf Electricity & Data Inc. (“Beowulf E&D”), which operates under the leadership of TeraWulf’s CEO.
To align management incentives with long-term shareholder value, a substantial portion of our senior management and director compensation is equity-based. The Company also benefits from the expertise of its subsidiary Beowulf Electricity & Data LLC (“Beowulf E&D”), which supports development, construction, and operational functions.
With more than 30 years of collective experience managing large-scale energy facilities, the Beowulf E&D team plays a critical role in ensuring the efficient development and operation of TeraWulf’s data center facilities. 4 Table of Contents Competition We operate in a highly competitive industry with a growing number and scale of participants.
The Beowulf E&D team has more than 30 4 Table of Contents years of experience managing large-scale energy facilities and plays a key role in supporting the Company’s data center operations. Competition TeraWulf operates in a highly competitive market for digital infrastructure serving HPC and AI workloads.
Additionally, employees of Beowulf E&D, a business overseen by TeraWulf’s CEO, support the Company’s ongoing business, including, among others, services related to construction, technical and engineering, operations and maintenance, procurement, information technology, finance and accounting, human resources, legal, risk management and external affairs consultation.
Human Capital Resource Management As of the date of this Annual Report, TeraWulf had 141 full-time employees, including employees of Beowulf E&D, its wholly owned subsidiary, who perform services related to construction, technical and engineering, operations and maintenance, procurement, information technology, finance and accounting, human resources, legal, risk management and external affairs consultation.
Risks Related to our Operations • To remain competitive in our industry, we seek to grow our hash rate to match the growing network hash rate and increasing network difficulty of the bitcoin blockchain, and if we are unable to grow our hash rate at pace with the global network hash rate, our chance of earning bitcoin from our mining operations would decline. • Because our miners are designed specifically to mine bitcoin and may not be readily adaptable to other uses, a sustained decline in bitcoin’s value could adversely affect our business and results of operations. • Our reliance on third-party miners may subject our operations to an increased risk of design flaws. • Our use of a third-party mining pool exposes us to certain risks. • We may not be able to realize the benefits of forks. • Cyber-attacks, data breaches or malware may disrupt our operations and trigger significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business. • Incorrect or fraudulent bitcoin transactions may be irreversible and we could lose access to our bitcoin. • Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints. • Digital assets held by the Company are not subject to FDIC or SIPC protections.
Risks Related to the Bitcoin Mining Business • Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile. • Instability, fraud or failures within the broader cryptocurrency ecosystem may adversely affect the price of bitcoin and our results of operations. • Bitcoin is subject to halving, and our bitcoin mining operations may generate less revenue as a result. • Because our miners are designed specifically to mine bitcoin and may not be readily adaptable to other uses, a sustained decline in bitcoin’s value could adversely affect our business and results of operations. • Our reliance on third-party miners may subject our operations to increased risk of design flaws. • Our use of a third-party mining pool exposes us to certain risks. • We may not be able to realize the benefits of forks. • Incorrect or fraudulent bitcoin transactions may be irreversible and we could lose access to our bitcoin. • Digital assets held by the Company are not subject to FDIC or SIPC protections.
Intellectual Property TeraWulf utilizes specific hardware and software tailored for both its bitcoin mining operations and HPC hosting. Given the prevalence of open-source technology in the blockchain, cryptocurrency, and computing sectors, certain source code and software components may be subject to open-source licenses. In such cases, we strictly adhere to the terms outlined in the respective license agreements.
Intellectual Property TeraWulf utilizes proprietary processes and third-party hardware and software in connection with its HPC hosting and bitcoin mining operations. Certain software components may be subject to open-source licenses, and the Company complies with applicable license terms.
Our principal executive offices are located at 9 Federal Street, Easton, Maryland 21601. Our telephone number is (410) 770-9500 and our website address is www.terawulf.com. Please note that the contents of, or information accessible through, our website are not part of this Annual Report).
Corporate Information TeraWulf was incorporated under the laws of the State of Delaware in February 2021 and commenced trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “WULF” on December 14, 2021. Our principal executive offices are located at 9 Federal Street, Easton, Maryland 21601. Our telephone number is (410) 770-9500 and our website address is www.terawulf.com.
The Company has an agreement in place with the Power Authority of the State of New York (“NYPA”) for 90 MW of high-load factor power to support its bitcoin mining operations (the “PPA”). The PPA was executed on February 12, 2022, and has a term of ten years from the date of commencement of NYPA’s power delivery.
Of the campus’s total power needs, 90 MW is allocated under an agreement with the New York Power Authority (“NYPA”) executed in February 2022, providing high-load factor power under a ten-year term commencing with NYPA’s initial power delivery.
The Company has established a cybersecurity risk management program detailed in our Information Security and Cybersecurity Policy.
These measures aim to safeguard sensitive information and protect our operations against unauthorized access. The Company has established a cybersecurity risk management program detailed in our Information Security and Cybersecurity Policy. This policy is designed to uphold the confidentiality, integrity, and availability of our critical systems and information.
Risks Related to Ownership of our Common Stock • The trading price of shares of our common stock has been subject to volatility. • We have financed our strategic growth through our at-the-market (“ATM”) offerings and issuances of our common stock.
Risks Related to Ownership of our Common Stock • The trading price of shares of our common stock has been subject to volatility. 9 Table of Contents • We are and may continue to be subject to short selling strategies. • We have financed our strategic growth through our at-the-market (“ATM”) offerings and issuances of our common stock. • The issuance, conversion, or exercise of our convertible notes and other convertible securities and warrants will dilute our stockholders’ ownership. • Because we do not currently intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
Insurance For our Lake Mariner Facility, we carry replacement cost all-risk property insurance with a coverage limit of $100 million per occurrence. Given the current scarcity of business interruption insurance options for bitcoin mining, we actively monitor the global insurance market for alternative solutions. We also maintain separate cyber liability insurance policies with an aggregate limit of $10 million.
For its bitcoin mining assets at the Lake Mariner Data Campus, the Company carries replacement cost all-risk property insurance with coverage limits of approximately $50 million per occurrence. Given the limited availability of business interruption insurance for bitcoin mining operations, the Company does not currently maintain business interruption coverage for these assets and continues to monitor market availability.
Removed
ITEM 1. Business Overview TeraWulf Inc. (“we,” “us,” “the Company,” or “TeraWulf”) is a vertically integrated owner and operator of next-generation digital infrastructure, primarily powered by predominantly zero-carbon energy. We develop and operate high-performance data centers optimized for both bitcoin mining and high-performance computing (“HPC”) workloads, leveraging clean, cost-effective, and reliable energy sources to drive long-term sustainability in digital infrastructure.
Added
ITEM 1. Business Overview We are a vertically integrated owner, developer, and operator of large-scale digital infrastructure in the United States, purpose-built to support high-performance computing (“HPC”) workloads, including artificial intelligence (“AI”), machine learning, and advanced cloud applications. Our strategy is grounded in controlling infrastructure at utility scale and pairing compute‑optimized facilities with reliable, long‑duration power resources.
Removed
Our operations are anchored at the Lake Mariner Facility in upstate New York, strategically located on the shores of Lake Ontario (the “Lake Mariner Facility” or “Lake Mariner”).
Added
By controlling land use through ownership or long-term ground leases, together with interconnection rights, electrical and cooling infrastructure, and, where applicable, on-site generation, we deliver resilient, cost-efficient capacity to hyperscale and enterprise customers through long-term hosting arrangements. This infrastructure-first approach enables TeraWulf to serve Tier-1 counterparties while maintaining operational control, development flexibility, and disciplined capital allocation.
Removed
Developed on the site of a decommissioned coal-fired power plant, Lake Mariner is designed for scalable growth, with the capacity to expand up to 500 megawatts (“MW”) in the near term and 750 MW with certain transmission upgrades. This scale, combined with access to low-cost, predominantly zero-carbon power, makes Lake Mariner an attractive site for hyperscale and enterprise customers.
Added
Our platform is differentiated by long-term control of utility-scale infrastructure, deep in-house power and grid expertise, and a scalable development model supported by long-term, credit-enhanced customer contracts.
Removed
Since our public debut in December 2021, bitcoin mining has been our primary revenue driver. However, we have strategically expanded our focus to include HPC hosting and colocation services, positioning ourselves at the intersection of energy and digital compute infrastructure.
Added
HPC Platform and Development Pipeline Our contracted HPC platform currently consists of two primary campuses: • Lake Mariner Data Campus (the “Lake Mariner Data Campus”), located in Barker, New York within the single-state New York Independent System Operator (“NYISO”) market; and • Abernathy HPC Campus (the “Abernathy HPC Campus”), located in Abernathy, Texas, within the Southwest Power Pool (SPP).
Removed
A key milestone in this transition occurred on December 23, 2024, when we entered into long-term data center lease agreements with Core42 Holding US LLC (“Core42”), a G42 company specializing in sovereign cloud, AI infrastructure, and digital services, securing 72.5 MW of HPC hosting capacity at Lake Mariner for GPU compute workloads.
Added
Both campuses have been engineered for phased, large‑scale deployments of liquid‑cooled, hyperscale compute and are supported by long‑term contractual arrangements with credit‑enhanced counterparties. Together, these campuses have contracted 522 MW of critical IT load with long‑dated revenue visibility.
Removed
The lease agreements include an option, exercisable through March 31, 2025, to expand by an additional 135 MW. This marks a significant step forward in our HPC hosting strategy, reinforcing our position in the rapidly growing market for artificial intelligence (AI) and machine learning compute infrastructure.
Added
In addition, the Company holds a long‑term ground lease in Lansing, New York (the “Cayuga Site”), which, upon completion of permitting and site development, has the potential to support up to 400 MW of gross capacity, representing approximately 320 MW of contractual critical IT load.
Removed
We primarily operate through two wholly-owned subsidiaries: • Lake Mariner Data LLC – we operate a fleet of high-performance bitcoin miners—primarily sourced from Bitmain Technologies Limited—to validate transactions on the bitcoin blockchain.
Added
The Cayuga Site provides a third anchor location with existing interconnection and supporting infrastructure and represents a key component of the Company’s forward development pipeline. Through a combination of contracted capacity and future expansion opportunities, TeraWulf has established a multi‑regional HPC platform designed to support sustained growth.
Removed
As of December 31, 2024, we had an operational self-mining capacity of 195 MW, with an additional 50 MW under construction and expected to come online in the first half of 2025.
Added
The Company’s development model targets the contraction of approximately 250 MW to 500 MW of new critical IT HPC capacity annually, aligned with customer demand, power availability, and regional grid conditions. Business Strategy TeraWulf’s business strategy is focused on the development, ownership, and operation of large‑scale, power‑advantaged digital infrastructure serving hyperscale and enterprise HPC workloads.
Removed
Our focus remains on optimizing operational efficiencies to reduce costs and maximize bitcoin production. • Wulf Compute LLC – established in 2024, we have constructed and are continuing to expand our purpose-built infrastructure to provide HPC hosting and colocation services for GPU-based workloads, AI, machine learning, and cloud computing applications.
Added
Our approach is differentiated by: • Infrastructure Control and Vertical Integration – We retain majority ownership and direct operational control over core infrastructure assets, including land positions (through ownership or long‑term ground leases), interconnection rights, electrical systems, cooling infrastructure, and, where applicable, on‑site generation.
Removed
By leveraging our engineering expertise, scalable infrastructure, and cost-efficient power model, we aim to become a premier hosting provider for enterprises requiring high-density compute capacity. We believe TeraWulf’s dual-purpose digital infrastructure strategy strengthens operational efficiency, diversifies revenue streams, and enhances our position in the evolving digital economy.
Added
This vertical integration enables disciplined execution, governance oversight, and infrastructure‑style returns. 1 Table of Contents • Long‑Term, Credit‑Enhanced Contracting – Our HPC arrangements are structured as long‑term data center leases, typically with base terms ranging from 10 to 25 years, contractual escalators, and renewal and contraction options.
Removed
Business Strategy TeraWulf’s strategy is built on leveraging our owned and scalable digital infrastructure to drive revenue and profitability through both bitcoin mining and HPC hosting. As a vertically integrated operator, we own and control our infrastructure, allowing us to optimize efficiency, reduce costs, and maintain a highly competitive cost structure.
Added
Certain projects benefit from investment‑grade credit support, materially strengthening the risk profile and durability of contracted revenues. • Scalable, Multi‑Phase Development – Each campus is designed for modular expansion. Initial phases deliver near‑term contracted capacity, while subsequent phases are developed in line with customer deployment schedules and power availability.
Removed
We focus primarily on earning bitcoin through mining and selling the bitcoin generated for cash, activities directly related to growing our digital infrastructure and enhancing efficiencies in our operations (e.g., reducing our cost to mine).
Added
This phased approach allows us to efficiently convert advantaged infrastructure positions into incremental contracted capacity over time. Our strategy is designed to produce durable, infrastructure‑like cash flows while preserving flexibility to scale alongside accelerating demand for compute. Evolution of Our Business and Capital Allocation TeraWulf has undergone a deliberate strategic transition toward HPC hosting as its primary business.
Removed
While bitcoin mining remains a core focus, we are strategically shifting an increasing portion of our infrastructure at Lake Mariner to support HPC hosting and colocation, capitalizing on the rapid growth of AI and cloud computing.
Added
While the Company operates legacy bitcoin mining facilities and leverages this flexible compute load to support early HPC infrastructure development, going forward capital allocation will be focused on HPC data center development, long-term hosting arrangements, and infrastructure supporting AI-driven compute workloads.
Removed
Our transition to GPU-based workloads is a natural evolution of our platform, originally designed for bitcoin mining and now expanding to accommodate the growing demand for GPU-driven computing.
Added
While the Company currently derives the majority of its revenue from bitcoin mining, HPC hosting is now the Company’s primary growth driver and operating focus. Power Strategy and Responsible Design TeraWulf’s power strategy emphasizes reliability, efficiency, and responsible integration with regional electric grids.
Removed
A key milestone in this strategy was the execution of our December 2024 data center lease agreements with Core42, securing an initial 72.5 MW of data center infrastructure and hosting capacity at Lake Mariner for GPU compute workloads.
Added
Our campuses are designed to operate with long-duration, cost-competitive power resources that support both customer uptime requirements and broader grid stability. The Company’s development and operations team brings deep experience in power generation, transmission, interconnection, and large-scale energy infrastructure, which informs site selection, facility design, and day-to-day operations.
Removed
This capacity is expected to ramp up in 2025, with an option to expand near-term HPC hosting capacity for Core42 by an additional 135 MW.
Added
This expertise enables TeraWulf to evaluate and develop complex, power-intensive sites efficiently and to structure infrastructure solutions that support high-density, mission-critical compute. We believe this power and infrastructure experience provides meaningful differentiation relative to many data center developers that do not have comparable in-house energy expertise.
Removed
These agreements accelerate our entry into the fast-growing hyperscale data center market and strengthen our position in the evolving digital economy. 1 Table of Contents Our modular, scalable data center design enables us to efficiently co-locate HPC infrastructure near reliable, low-cost power sources, reducing energy costs while maintaining operational flexibility.
Added
As part of this strategy, the Company expects to acquire and develop sites that may include on-site generation, battery storage, and other dispatchable resources, primarily to enhance reliability for mission-critical compute and to support grid operations where appropriate. These assets are intended to improve operational resilience, enable participation in ancillary services, and reduce congestion and volatility on regional power systems.
Removed
As demand for AI, cloud computing, and machine learning continues to surge, our ability to design, build, and operate large-scale, sustainable data centers uniquely positions us to capitalize on this transformation. Looking ahead, we remain focused on expanding our infrastructure, optimizing operations, and enhancing our competitive advantages in both bitcoin mining and HPC hosting.
Added
Rather than relying on a singular energy narrative, TeraWulf focuses on responsible facility design, efficient power utilization, and long-term infrastructure stewardship. Environmental and Power Considerations TeraWulf’s approach to environmental and energy considerations is grounded in responsible infrastructure design, operational efficiency, and reliable integration with regional electric grids.
Removed
By prioritizing sustainable digital infrastructure and low-cost energy solutions, TeraWulf is well-positioned to drive long-term value for shareholders while shaping the future of energy-driven compute infrastructure. We generate revenue by operating our digital infrastructure and mining computers as part of a blockchain transaction processing pool, receiving digital assets in the form of bitcoin in exchange for our activity.
Added
The Company develops and operates digital infrastructure on existing industrial and energy sites, prioritizing reuse of legacy assets and minimizing incremental land disturbance. Our data center campuses are engineered to support high-density, mission-critical compute while emphasizing efficient power utilization, advanced cooling architectures, and resilient electrical design.
Removed
Our HPC hosting services will focus on providing colocation, cloud, and connectivity services for GPU-based HPC operations and will generate revenue through hosting fees paid by third-party customers. Bitcoin, introduced in 2008, fundamentally transformed the landscape of digital currency by providing a decentralized mechanism for exchanging and preserving value.
Added
These facilities are designed to operate with a range of long-duration power resources, including grid-supplied electricity and, where appropriate, on-site generation. The Company’s environmental focus is centered on disciplined development, efficient operations, and long-term infrastructure stewardship rather than reliance on any single energy source or environmental attribute.
Removed
It operates on a consensus-based network, utilizing a public ledger termed as the “blockchain” to meticulously record every bitcoin transaction, allowing users to send and receive payments without the need for banks and other intermediaries. Bitcoin is not linked to any fiat currency or country’s monetary policy, therefore serves as a store of value outside of government control.
Added
Our Facilities 2 Table of Contents Lake Mariner Data Campus The Lake Mariner Data Campus is TeraWulf’s flagship HPC campus and a core component of the Company’s contracted HPC platform. Located in Barker, New York on the site of a former coal‑fired power plant that was retired and repurposed into a modern digital infrastructure campus, operations commenced in March 2022.
Removed
Bitcoin mining involves validating transactions through a proof-of-work consensus method, where miners solve complex mathematical problems to add transactions to the blockchain. The blockchain is maintained by a robust and public open-source architecture consisting of a network of computers, known as nodes, that work together to verify and validate new transactions.
Added
The site benefits from substantial existing transmission infrastructure and is designed for scalable expansion. As of December 31, 2025, the Lake Mariner Data Campus operated 245 MW of legacy bitcoin mining capacity and had 18 MW of critical IT HPC capacity.
Removed
Because the blockchain is decentralized and transparent, all users can verify the legitimacy of a transaction without having to rely on a third party. This eliminates the need for intermediaries, which can be slow and expensive, and makes the network resistant to censorship and fraud.
Added
The campus is undergoing phased expansion to support additional HPC contracted deployments with gross capacity of approximately 500 MW in the near term, with potential expansion to approximately 750 MW, subject to additional approvals from the NYISO. The Lake Mariner Data Campus sources power from the NYISO Zone A grid, which is characterized by low-cost, low-carbon energy.
Removed
Bitcoin mining plays a key role in the maintenance and growth of the bitcoin network by providing the computational power needed to verify transactions and add new blocks to the blockchain. Factors such as computing capacity, electricity costs, and location play pivotal roles in mining operations.
Added
The Lake Mariner Data Campus is designed to support multiple hyperscale and enterprise tenants through modular, phased development and incorporates advanced liquid-cooling systems, redundant electrical architectures, and scalable mechanical and network infrastructure optimized for high-density GPU deployments. TeraWulf operates the Lake Mariner Data Campus through its subsidiaries La Lupa Data LLC (“La Lupa”) and Akela Data LLC (“Akela”).
Removed
Generally, the greater the share a single mining rig can capture of the blockchain’s total network hashrate, or the aggregate hashrate deployed to solving a block on the bitcoin blockchain, the greater the rig’s chances of solving a block and therefore earning the reward.
Added
Collectively, La Lupa and Akela represent 438 MW of contracted critical IT HPC capacity at the Lake Mariner Data Campus, with some deliveries having commenced in 2025 and others extending into 2026.
Removed
Network difficulty, which is a measure of how hard it is for miners to solve a block on the bitcoin blockchain (and, thus, earn a mining reward), is determined by the network’s total hashrate (i.e., the total computational power devoted to solving a block), which is adjusted every 2,016 blocks (with a new block being added approximately every ten minutes).
Added
La Lupa In December 2024, La Lupa entered into long-term data center lease agreements with Core42 (the “Core42 Leases”), pursuant to which we committed to deliver 60 MW of critical IT load. The Core42 Leases have an initial ten-year term with two five-year renewal options and include customary provisions governing operating standards, service levels, and expansion rights.
Removed
Therefore, as more miners join the network and the network’s global hashrate increases, its difficulty will increase. Conversely, if miners leave the network and its hashrate decreases, its difficulty will decrease. Bitcoin Reward Halving The bitcoin subsidy issued by the bitcoin network for solving a block is subject to periodic incremental halving.
Added
Construction commenced in 2024 and continued into 2025; commissioning activities commenced in 2025 with phased deliveries aligned to meet Core42’s deployment schedule. Akela In August 2025, Akela entered into three data center lease agreements (the “Akela Fluidstack Leases”) with Fluidstack USA I Inc. (together with its affiliates, “Fluidstack”), a leading AI cloud platform.
Removed
The network halving is a preprogrammed, fixed process of the bitcoin network where the bitcoin subsidy for solving a block received by miners is reduced by half approximately every four years.
Added
Under the Akela Fluidstack Leases, we will provide 378 MW of critical IT load at the Lake Mariner Data Campus. The Akela facilities are being developed in multiple phases, with construction having commenced in 2025 and delivery expected to commence in 2026.
Removed
The network halving is a process designed to implement a periodic decreasing schedule of the issuance of new bitcoin into the market, which results in a predictable and controlled inflationary rate. The network halving will continue to occur on this schedule until the amount of bitcoin in existence reaches the cap of 21.0 million.
Added
The Akela Fluidstack Leases benefit from substantial credit support provided by Google, which supports Fluidstack’s payment and performance obligations under the leases and materially enhances the credit quality and bankability of our contracted lease revenues. This credit support was a key factor in enabling efficient financing and phased development of the Akela facilities.
Removed
After each halving, the decrease in the subsidy provided to miners from the bitcoin network leads to fewer rewards for miners and therefore a decrease in revenues should the price of bitcoin remain the same. Transaction fees, which together with the block subsidy comprise the block reward for successfully solving a block, are not directly impacted by the halving.

… 70 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+24 added−72 removed130 unchanged
Biggest changeExpansion of our existing mining facilities and digital infrastructure to support HPC hosting and colocation potentially exposes us to additional risks, including risks related to, among other sources: construction delays; lack of availability of parts and/or labor, increased prices as a result, in part, of inflation, and delays for data center equipment; labor disputes and work stoppages, including interruptions in work due to pandemics, epidemics, and other health risks; unanticipated environmental issues and geological problems; delays related to permitting and approvals to commence operations from public agencies and utility companies; and delays in site readiness leading to our failure to meet commitments made in connection with such expansion.
Biggest changeThe expansion and build-out of our data center campuses expose us to significant construction risks, including risks related to construction delays; lack of availability of parts and/or labor; increased prices; labor disputes and work stoppages; unanticipated environmental issues and geological problems; delays related to permitting and approvals from public agencies and utility companies; and delays in site readiness leading to our failure to meet commitments.
Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, has resulted and may continue to result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.
Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, has resulted in and may continue to result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.
To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition. 21 Table of Contents Potentially increasing regulation and regulatory scrutiny may result in new costs for the Company and Company’s management having to devote increased time and attention to regulatory matters, change aspects of the Company’s business or result in limits on the utility of bitcoin.
To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition. 17 Table of Contents Potentially increasing regulation and regulatory scrutiny may result in new costs for the Company and Company’s management having to devote increased time and attention to regulatory matters, change aspects of the Company’s business or result in limits on the utility of bitcoin.
While our present expansion projects are proceeding on track with our expectations, we cannot guarantee we will complete these expansions (or any future strategic growth initiatives) on time or within our cost estimates, if at all, due in part to the ongoing challenges to the global supply chain, the implementation of new tariffs and more restrictive trade policies, increased inflation and changing conditions within the United States labor market.
While our present expansion projects are proceeding on track with our expectations, we cannot guarantee we will complete these expansions or future strategic growth initiatives on time or within our anticipated cost estimates, if at all, due in part to ongoing challenges to the global supply chain, the implementation of new tariffs and more restrictive trade policies, increased inflation, and changing conditions within the United States labor market.
The next halving for the bitcoin blockchain is currently anticipated to occur in March 2028. While bitcoin prices have historically increased around these halving events, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining rewards.
The next halving for the bitcoin blockchain is currently anticipated to occur in April 2028. While bitcoin prices have historically increased around these halving events, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining rewards.
In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events.
In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to 14 Table of Contents renovate or retrofit facilities to better withstand extreme weather events.
Risks Related to Our Business Our HPC business strategy may not perform as planned. We believe the potential for HPC hosting complements our current business model with expected stable, long-term and high margin revenue.
Risks Related to Our HPC and Data Center Business Our HPC business strategy may not perform as planned. We believe the potential for HPC hosting complements our current business model with expected stable, long-term and high margin revenue.
Further, the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.
Further, the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’ current products and 11 Table of Contents services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.
If a customer defaults or fails to make timely rent 12 Table of Contents or other payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations. If a customer becomes a debtor in a case under the U.S.
If a customer defaults or fails to make timely rent or other payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations. If a customer becomes a debtor in a case under the U.S.
Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace 18 Table of Contents about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
Any such allegations may be followed by periods of instability in the market price of our shares of common stock and negative publicity. We may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality.
Any such allegations may be followed by periods of instability in the market price of our shares 20 Table of Contents of common stock and negative publicity. We may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality.
The Company is putting in place policies that it expects will work to keep the digital assets held by the Company at less than 40% of its total assets, liquidating its digital assets or seeking a no-action letter from the SEC if the Company is unable to maintain sufficient total assets or liquidate sufficient digital assets in a timely manner.
The Company is putting in place policies that it 19 Table of Contents expects will work to keep the digital assets held by the Company at less than 40% of its total assets, liquidating its digital assets or seeking a no-action letter from the SEC if the Company is unable to maintain sufficient total assets or liquidate sufficient digital assets in a timely manner.
Our existing bitcoin mining operations and the expansions of our Lake Mariner Facility are largely based on our assumptions regarding the future value of bitcoin, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity of bitcoin, political, economic, and regulatory conditions and speculation making bitcoin’s price more volatile or creating “bubble” type risks for the trading price of bitcoin.
Our existing bitcoin mining operations are largely based on our assumptions regarding the future value of bitcoin, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity of bitcoin, political, economic, and regulatory conditions and speculation making bitcoin’s price more volatile or creating “bubble” type risks for the trading price of bitcoin.
In October 2024, we received an inquiry from the SEC relating to the allegations in the recent short seller reports relating to the sources of electricity used in our operations and the proportion of energy attributable to zero-carbon energy sources. We believe these allegations to be 24 Table of Contents misleading and cooperated fully with the SEC.
In October 2024, we received an inquiry from the SEC relating to the allegations in the recent short seller reports relating to the sources of electricity used in our operations and the proportion of energy attributable to zero-carbon energy sources. We believe these allegations to be misleading and cooperated fully with the SEC.
Risks Related to the Price of Bitcoin Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile.
Risks Related to the Bitcoin Mining Business Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile.
We do not anticipate paying any cash dividends on our common stock in the near future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
We do not anticipate paying any cash dividends on our common stock in the near future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired. ITEM 1B. Unresolved Staff Comments None.
Any limitation on the delivered energy supply could limit our ability to operate our bitcoin mining and HPC data centers. These limitations could have a negative impact on the Lake Mariner Facility or limit our ability to grow our business, which could negatively affect our financial performance and results of operations.
Any limitation on the delivered energy supply could limit our ability to operate our bitcoin mining and HPC data centers. These limitations could have a negative impact on our existing data center campuses or limit our ability to grow our business, which could negatively affect our financial performance and results of operations.
We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.
Risks Related to Governmental Regulation and Enforcement We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.
A perceived lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency values.
A perceived lack of stability in the digital asset exchange market, the closure or temporary shutdown of exchanges due to business failure, cyber-attacks, government-mandated regulation or fraud, or other disruptions in the cryptocurrency ecosystem may reduce confidence in digital asset networks and result in greater volatility in bitcoin values.
We are and may continue to be subject to short selling strategies. Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender.
The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities such as those we are building at the Lake Mariner Facility..
The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities.
While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions (including off-blockchain transactions), it would also apply capital gains treatment to those transactions which may adversely affect the Company’s business, financial condition and results of operations. 23 Table of Contents Risks Related to Ownership of Our Common Stock The trading price of shares of our common stock has been subject to volatility.
While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions (including off-blockchain transactions), it would also apply capital gains treatment to those transactions which may adversely affect the Company’s business, financial condition and results of operations.
Such adverse effects have affected, and may in the future, affect the profitability of our bitcoin mining operations. Bitcoin is subject to halving, and our bitcoin mining operations may generate less revenue as a result. The number of new bitcoin awarded for solving a block is cut in half at mathematically predetermined intervals, known as “halving”.
Such developments could adversely affect our bitcoin mining operations and our financial condition. Bitcoin is subject to halving, and our bitcoin mining operations may generate less revenue as a result. The number of new bitcoin awarded for solving a block is cut in half at mathematically predetermined intervals, known as “halving”.
The bitcoin blockchain is subject to modification based on a consensus of the users on its network. When a significant minority of users on the network agree to a modification that is not compatible with the prior network protocol, a “fork” of the network results, with one prong running the pre-modified protocol and the other running the modified protocol.
When a significant minority of users on the network agree to a modification that is not compatible with the prior network protocol, a “fork” of the network results, with one prong running the pre-modified protocol and the other running the modified 16 Table of Contents protocol.
Therefore, we may not realize the economic benefit of a fork in the bitcoin blockchain, either immediately or ever, which could adversely affect an investment in our securities.
Therefore, we may not realize the economic benefit of a fork in the bitcoin blockchain, either immediately or ever, which could adversely affect an investment in our securities. Incorrect or fraudulent bitcoin transactions may be irreversible and we could lose access to our bitcoin.
Integrating acquired businesses may involve unforeseen difficulties, may require a disproportionate amount of our management’s attention, and may require us to reallocate our resources, financial or otherwise. 13 Table of Contents For example, we may encounter challenges in the integration process such as: difficulties associated with managing the resulting larger and more complex company; conforming administrative and corporate structures and standards, controls, procedures and policies, business cultures, hiring and retention of key employees, and compensation and benefits structures, coordinating geographically dispersed operations; and our ability to deliver on our strategy going forward.
For example, we may encounter challenges in the integration process such as: difficulties associated with managing the resulting larger and more complex company; conforming administrative and corporate structures and standards, controls, procedures and policies, business cultures, hiring and retention of key employees, and compensation and benefits structures, coordinating geographically dispersed operations; and our ability to deliver on our strategy going forward.
We expect to raise additional capital to fund these and other future strategic growth initiatives; however, we may be unable to do so in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all.
The expansion of our digital infrastructure to support HPC hosting and colocation and our future strategic growth initiatives are capital-intensive. We expect to raise additional capital to fund these initiatives; however, we may be unable to do so in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all.
We are subject to various federal, state and local laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes.
The compliance costs of responding to new and changing regulations could adversely affect our operations. We are subject to various federal, state and local laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes.
We cannot guarantee that such employees will be retained which may inhibit our management functions, strategic development, and other critical functions. Our growth may be constrained by human capital resource limitations as we compete with other companies for skilled employees.
Our success depends, in large part, on our ability to hire, retain and motivate talented officers, leadership, and professionals. We cannot guarantee that such employees will be retained which may inhibit our management functions, strategic development, and other critical functions. Our growth may be constrained by human capital resource limitations as we compete with other companies for skilled employees.
Adverse changes to, or our failure to comply with, any laws and regulations may have an adverse effect on our reputation and brand and our business, operating results, and financial condition. The compliance costs of responding to new and changing regulations could adversely affect our operations.
Adverse changes to, or our failure to comply with, any laws and regulations may have an adverse effect on our reputation and brand and our business, operating results, and financial condition.
Such increased costs and compliance burdens could affect our ability to realize the anticipated benefits of such strategic acquisitions, and our business, results of operations, and financial condition may suffer as a result.
Such increased costs and compliance burdens could affect our ability to realize the anticipated benefits of such strategic acquisitions, and our business, results of operations, and financial condition may suffer as a result. The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results.
The rewards are distributed by the pool operator, proportionally to our contribution to the pool’s overall mining power, after deducting the applicable pool fee, if any, used to solve a block on the bitcoin blockchain.
Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator, proportionally to our contribution to the pool’s overall mining power, after deducting the applicable pool fee, if any, used to solve a block on the bitcoin blockchain.
Utility companies may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future data center designs. We depend on significant customers for our HPC data centers.
Utility companies may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future data center designs. Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.
However, as a predominantly zero-carbon bitcoin miner, we believe we are advantageously positioned relative to our competitors in this regard. We are currently making considerable investments in our information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
We are currently making considerable investments in our information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
New advancements in AI models could also alter the way data centers are currently designed and utilized and may adversely affect our business and results of operations. 20 Table of Contents Risks Related to Governmental Regulation and Enforcement Changing environmental regulation and public energy policy may expose our business to new risks.
New advancements in AI models could also alter the way data centers are currently designed and utilized and may adversely affect our business and results of operations.
Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin we mine or otherwise acquire or hold for our own account, and thus harm investors. 22 Table of Contents We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the cryptocurrency industry, which could ultimately be resolved against the Company, requiring material future cash payments or charges, which could impair our financial condition and results of operations.
We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the cryptocurrency industry, which could ultimately be resolved against the Company, requiring material future cash payments or charges, which could impair our financial condition and results of operations.
To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, results of operations and financial condition. 19 Table of Contents Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.
To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, results of operations and financial condition. Digital assets held by the Company are not subject to FDIC or SIPC protections.
As a publicly traded company, at times we experience cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing to be subject to such attempts. There is an ongoing risk that some or all of our bitcoin could be lost or stolen as a result of one or more of these incursions.
As a publicly traded company, at times we experience cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing to be subject to such attempts.
If a corresponding and proportionate increase in the price of bitcoin does not follow future halving events, the revenue we earn from our bitcoin mining operations would see a decrease, which could have a material adverse effect on our results of operations and financial condition. Transaction fees may decrease demand for bitcoin and prevent expansion.
If a corresponding and proportionate increase in the price of bitcoin does not follow future halving events, the revenue we earn from our bitcoin mining operations would see a decrease, which could have a material adverse effect on our results of operations and financial condition. 15 Table of Contents Because our miners are designed specifically to mine bitcoin and may not be readily adaptable to other uses, a sustained decline in bitcoin’s value could adversely affect our business and results of operations.
As a result of our continued work on these projects, we may experience difficulties with our systems and business disruptions. Any such difficulties or disruptions may adversely affect our business and results of operations. The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results.
As a result of our continued work on these projects, we may experience difficulties with our systems and business disruptions. Any such difficulties or disruptions may adversely affect our business and results of operations. We depend on attracting and retaining officers, managers, and skilled professionals.
Our primary business is bitcoin mining, and we have recorded historical losses and negative cash flows from our operations when the value of bitcoin we mine does not exceed our associated costs.
We have a history of operating losses, and we may report additional operating losses in the future. We have recorded historical losses and negative cash flows from our operations, including from our bitcoin mining activities when the value of bitcoin mined did not exceed our associated costs.
All construction-related projects depend on the skill, experience, and attentiveness of our personnel throughout the design and construction process. Should a designer, general contractor, significant subcontractor or key supplier experience financial difficulties or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.
Construction-related projects depend on the skill, experience, and performance of designers, contractors, subcontractors and key suppliers. Should any such party experience financial difficulties or other problems, we could experience significant delays, increased costs and other negative impacts to our expected returns.
We have issued, and may continue to issue, new shares of our common stock, which has a dilutive effect. We have financed our strategic growth through our at-the-market (ATM) offerings and issuances of our common stock.
We have issued, and may continue to issue, new shares of our common stock, which has a dilutive effect. We are and may continue to be subject to short selling strategies.
On January 31, 2025, the SEC informed us that the investigation was closed and that the SEC does not intend to recommend an enforcement action by the SEC against the Company. ITEM 1B. Unresolved Staff Comments None.
On January 31, 2025, the SEC informed us that the investigation was closed and that the SEC does not intend to recommend an enforcement action by the SEC against the Company. We have financed our strategic growth through our at-the-market (ATM) offerings and issuances of our common stock.
We may be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power. Any power outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results of operations.
Our bitcoin mining and HPC data center operations require a significant amount of electrical power and access to high-speed internet to be successful. Any power and internet outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results of operations, including our mining and data center operations.
The existence of such restrictions could hinder our ability to enter into agreements with additional HPC data center customers, which could materially adversely affect our business, financial condition and results of operations. Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.
The existence of such restrictions could hinder our ability to enter into agreements with additional HPC data center customers, which could materially adversely affect our business, financial condition and results of operations. We may be unable to access sufficient additional capital for future strategic growth initiatives, and any such capital raises may be dilutive or subject to restrictive terms.
Additionally, though we provide cybersecurity training for all employees, we cannot guarantee that we will not be affected by further phishing attempts. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful.
Additionally, though we provide cybersecurity training for all employees, we cannot guarantee that we will not be affected by further phishing attempts.
A failure to success implement our HPC business strategy may adversely affect our business, prospects, or operations. If we fail to increase our hash rate, we may be unable to compete, and our results of operations could suffer.
A failure to successfully implement our HPC business strategy may adversely affect our business, prospects, or operations. If we are unable to complete our data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates, our business and results of operations could be adversely affected.
Furthermore, if we engage in debt financing, as we currently do, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference.
If we raise additional equity financing, our stockholders may experience dilution of their ownership interests, and the per share value of our common stock could decline. 12 Table of Contents If we engage in debt financing, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference and may require us to accept restrictive covenants.
If we are unable to generate cash flows from operation sufficient to support our strategic growth, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, or obtaining additional equity financing on terms that may be onerous or highly dilutive.
If we are unable to generate sufficient cash flows from operations to support our strategic growth, we may be required to reduce or delay investments, sell assets, or obtain financing on terms that may be onerous or highly dilutive. Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.
Bitcoin is subject to price volatility 15 Table of Contents resulting from financial instability, poor business practices, and fraudulent activities of players in the broader cryptocurrency market.
Certain exchanges have filed for bankruptcy or become subject to investigation by governmental agencies for fraud or other misconduct, resulting in increased volatility and loss of confidence in digital asset markets. Bitcoin is subject to price volatility resulting from financial instability, poor business practices, fraudulent activities of participants in the broader cryptocurrency market and heightened regulatory scrutiny.
Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability against us, damage our reputation and materially harm our business. 18 Table of Contents We rely on the well-known U.S. based third-party digital asset-focused custodian, NYDIG, to safeguard our bitcoin using cold storage.
Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful. 13 Table of Contents Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability against us, damage our reputation and materially harm our business.
Removed
We also believe that using our existing infrastructure for HPC customers provides more consistent dollar-based revenue and substantially less risk than our traditional bitcoin mining customers or our bitcoin self-mining operations.
Added
Our business depends upon the completion and build-out of our HPC and AI-focused data center campuses (including the Lake Mariner Data Campus and the Abernathy HPC Campus) and other future strategic growth initiatives.
Removed
Generally, a bitcoin miner’s chance of solving a block on the bitcoin blockchain and earning a bitcoin reward is a function of the miner’s hash rate (i.e., the amount of computing power devoted to supporting the bitcoin blockchain), relative to the global network hash rate.
Added
Until we complete construction of the facilities required by our customer leases and hosting agreements, we will not realize the full amount of projected revenue from those leases.
Removed
As greater adoption of bitcoin occurs, we expect the demand for bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate.
Added
Delays in lease commencement, limitations in customer backstop arrangements and the potential insufficiency of completion guarantees could adversely affect our financial condition and results of operations. Under certain circumstances, lessees may have the right to terminate applicable leases if there are significant delays in construction, subject to extension for force majeure events.
Removed
As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry.
Added
We and certain affiliated entities have agreed to provide subsidiaries with funds necessary to achieve target commencement dates under applicable customer leases; however, these completion guarantees may not be sufficient. If we are unable to complete projects within anticipated cost 10 Table of Contents estimates, we may not have sufficient funds to provide necessary support.
Removed
Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.
Added
The failure to complete projects in a timely manner could have a material adverse effect on our financial condition and results of operations. Customer backstop arrangements of obligations under certain leases (for example, Google’s Backstop of Fluidstack’s obligations under the applicable Fluidstack Leases) are only effective following the commencement of the relevant lease.
Removed
We plan to increase our hash rate by acquiring newer, more effective and energy-efficient miners. These new miners are highly specialized servers that are very difficult to produce at scale.
Added
If one or more leases do not commence as of their respective targeted commencement dates, then the corresponding backstop may not become effective until completion of the applicable project. If completion of a data center campus is delayed beyond specified thresholds, the customer may have the right to terminate the applicable lease. Such termination event would not trigger the backstop.
Removed
As a result, there are limited producers capable of producing large numbers of sufficiently effective miners, and, as demand for new miners has increased in response to increased bitcoin prices, we have observed the price of these new miners has increased.
Added
In addition, backstop arrangements are only triggered upon a payment or insolvency event of default under the applicable lease. There are other events of default or termination events that may result in the termination of a lease without triggering the applicable backstop.
Removed
If we are unable to acquire enough new miners or access sufficient capital to fund our acquisitions, the results of our operations and financial condition could be adversely affected, as could investments in our securities. 10 Table of Contents We expect the cost of acquiring new miners and other digital infrastructure equipment to continue to be affected by ongoing challenges to the global supply chain.
Added
In addition, if we have a disagreement about whether a backstop has been triggered, there can be no assurance that such backstop will be honored in a timely manner or at all. We may be harmed by increased costs to procure power, prolonged power and internet outages, shortages or capacity constraints as well as insufficient access to power.
Removed
Similarly, ongoing challenges to the global supply chain, coupled with increased demand for computer chips and semiconductors and resulting shortages, have resulted in production cost increases affecting the miners we employ in our bitcoin mining operations and other digital infrastructure equipment for our data centers, and their manufacturers have passed on increased production costs to purchasers like us.
Added
In recent years, the time and costs required to secure and expand interconnection facilities and transmissions systems have increased, complicating project planning and creating additional contractual and financial risk for projects under construction.
Removed
Therefore, we expect to continue to incur higher than usual costs to obtain and deploy new miners and other digital infrastructure equipment, which could adversely affect our financial condition and results of operations. We may not be able to timely complete our future strategic growth initiatives or within our anticipated cost estimates, if at all.
Added
We may face difficulties in expanding our interconnection facilities and access to transmissions systems in a timely manner and at a reasonable cost as well as curtailment resulting from transmission facility downtime, which could materially and adversely affect our results of operations and cash flow.
Removed
If we are unable to complete our planned expansions on schedule and within our anticipated cost estimates, our deployment of newly purchased miners may be delayed, which could affect our competitiveness and our results of operation, which could have a material adverse effect on our financial condition and the market price for our securities.
Added
Since the development, construction and operation of the Abernathy HPC Campus is subject to the terms of a joint venture agreement, TeraWulf may have less control over strategic decisions. On October 27, 2025, the TeraWulf Member entered into the Abernathy Joint Venture Agreement with the Fluidstack Member.
Removed
We may be unable to access sufficient additional capital for future strategic growth initiatives. The expansion of our miner fleet, our existing mining facilities and our digital infrastructure to support HPC hosting and colocation are capital-intensive projects, and we anticipate that future strategic growth initiatives will likewise continue to be capital-intensive.
Added
The Abernathy Joint Venture Agreement provides that, except for certain specified matters, decisions are to be made by a majority vote of the board of managers. The board of managers will initially comprise three designees of TeraWulf and two designees of the Fluidstack Member.
Removed
If we are unable to raise the additional capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of our operations and financial condition may suffer, and the market price for our securities may be materially and adversely affected.
Added
Any significant disagreements between joint venture partners on strategic decisions or the inability of the Fluidstack Member to meet obligations to the Abernathy Joint Venture or third parties may impede TeraWulf’s ability to control aspects of the development, construction, and operation of the Abernathy HPC Campus. We depend on significant customers for our HPC data centers.
Removed
Expansion of our Lake Mariner Facility potentially exposes us to additional risks.
Added
Integrating acquired businesses may involve unforeseen difficulties, may require a disproportionate amount of our management’s attention, and may require us to reallocate our resources, financial or otherwise.

… 68 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+3 added−1 removed7 unchanged
Biggest changeOur approach to controls and risk management is based on guidance from the National Institute of Standards and Technology (“NIST”). This does not mean that we meet any particular technical standards, specifications, or requirements, but rather that we use NIST frameworks, guidance and recommendations to help us identify, assess, and manage cybersecurity controls and risks relevant to our business.
Biggest changeThis does not mean that we meet any particular technical standards, specifications, or requirements, but rather that we use NIST frameworks, guidance and recommendations to help us identify, assess, and manage cybersecurity controls and risks relevant to our business. 21 Table of Contents Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our Vice President of Information Technology also serves as our Chief Information Security Officer and is responsible for managing and implementing the Company’s Information Security and Cybersecurity policy, which can be found on the Company’s website.
Our Vice President of Cyber Security also serves as our Chief Information Security Officer and is responsible for managing and implementing the Company’s Information Security and Cybersecurity policy, which can be found on the Company’s website.
Board members receive presentations on cybersecurity topics from our Vice President of Information Technology, risk management and internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team is responsible for assessing and managing our material risks from cybersecurity threats.
Board and Audit Committee members receive presentations on cybersecurity topics from our Vice President of Cyber Security, risk management and internal security staff or external experts as part of the Board and the Audit Committee’s continuing education on topics that impact public companies. Our management team is responsible for assessing and managing our material risks from cybersecurity threats.
See “Risk Factors - Cyberattacks, data breaches or malware may disrupt our operations and trigger significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program. 25 Table of Contents The Board receives periodic reports from management on our cybersecurity risks.
See “Risk Factors - Cyberattacks, data breaches or malware may disrupt our operations and trigger significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.” Cybersecurity Governance Our Audit Committee of the Board considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program.
Our cybersecurity risk management program is one component of our information security program that guides continuous improvement to, and evaluates these security objectives for our critical systems, data, and operations. Additionally, our cybersecurity risk management program includes a cybersecurity incident response plan.
Our cybersecurity risk management program is one component of our information security program that guides continuous improvement to, and evaluates these security objectives for our critical systems, data, and operations.
In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Board also receives briefings from management on our cyber risk management program.
The Board and the Audit Committee receive periodic reports from management on our cybersecurity risks. In addition, management updates the Board and the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Board and the Audit Committee also receive briefings from management on our cyber risk management program.
In addition, the Vice President of Information Technology sets company-wide control requirements, assesses adherence to controls, identifies and prioritizes cybersecurity risks, and oversees incident protection and response. The Vice President of Information Technology has over three decades of Information Technology experience overseeing cybersecurity as an integral part of the IT function.
In addition, the Vice President of Cyber Security sets company-wide control requirements, assesses adherence to controls, identifies and prioritizes cybersecurity risks, and oversees incident protection and response.
Removed
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
Additionally, the Company maintains an Information Security Program designed to prevent, detect, and respond to cyberattacks, and maintains a cybersecurity incident response plan designed to enable the Company to respond to cybersecurity incidents, coordinate such responses with law enforcement and other governmental agencies, and notify clients and customers, as applicable.
Added
Our approach to controls and risk management is based on guidance from the National Institute of Standards and Technology (“NIST”).
Added
The 22 Table of Contents Company’s Chief Information Officer possesses over 20 years of experience in information technology and the recently appointed Vice President of Cyber Security has more than 15 years of information technology and cybersecurity oversight.

Item 2. Properties

Properties — owned and leased real estate

8 edited+10 added−2 removed0 unchanged
Biggest changeThe facility was operated under a ground lease agreement between Nautilus and Cumulus Data LLC (“Cumulus Data”), an affiliate of Talen Energy Corporation. The lease covered the site of the Nautilus Cryptomine Facility for an initial five-year term, with two three-year extension options and an additional interim extension option of up to six and a half months.
Biggest changeThe lease covered the site of the Nautilus Cryptomine Facility for an initial five-year term, with two three-year extension options and an additional interim extension option of up to six and a half months. On March 1, 2024, Cumulus Data sold substantially all its assets to an unaffiliated third party, including the land leased to Nautilus under the ground lease.
Subsequently, on October 2, 2024, TeraWulf sold its entire 25% equity interest in Nautilus to Cumulus Coin LLC, allowing the Company to reallocate capital toward the expansion of its wholly owned digital infrastructure at Lake Mariner and its high-performance computing strategy.
Subsequently, on October 2, 2024, TeraWulf sold its entire 25% equity interest in Nautilus to Cumulus Coin LLC, allowing the Company to reallocate capital toward the expansion of its wholly owned digital infrastructure at the Lake Mariner Data Campus and its high-performance computing strategy.
Under the agreement, Lake Mariner leases approximately 157 acres in Niagara County, New York, for an initial term of 35 years which automatically renews for up to nine additional periods of five years each, unless Lake Mariner provides written notice to Somerset to terminate the lease at least six months prior to the expiration of the initial term or the then-current renewal term, as applicable.
Under the agreement, the Lake Mariner Data Campus leases approximately 157 acres in Niagara County, New York, for an initial term of 35 years which automatically renews for up to nine additional periods of five years each, unless the Company provides written notice to Somerset to terminate the lease at least six months prior to the expiration of the initial term or the then-current renewal term, as applicable.
Lake Mariner Facility TeraWulf owns and operates the Lake Mariner Facility, a high-performance digital infrastructure campus located in Barker, New York, on the site of a former coal-fired power plant. The facility began sustainably mining bitcoin in March 2022 and, as of December 31, 2024, has approximately 195 MW of operational mining capacity.
Lake Mariner Data Campus TeraWulf owns and operates the Lake Mariner Data Campus, a high-performance digital infrastructure campus located in Barker, New York, on the site of a former coal-fired power plant.
On March 1, 2024, Cumulus Data sold substantially all its assets to an unaffiliated third party, including the land leased to Nautilus under the ground lease. In connection with the asset sale, the Nautilus ground lease was assigned to the purchaser of the assets, with no changes to its terms and conditions.
In connection with the asset sale, the Nautilus ground lease was assigned to the purchaser of the assets, with no changes to its terms and conditions.
The Lake Mariner site’s strategic location provides access to low-cost, predominantly zero-carbon power, making it an optimal hub for both bitcoin mining and HPC hosting operations. 26 Table of Contents Nautilus Cryptomine Facility Prior to divesting its interest, TeraWulf operated bitcoin mining activities at the Nautilus Cryptomine Facility, located in Berwick, Pennsylvania.
The Lake Mariner Data Campus’ strategic location provides access to low-cost, low-carbon power, making it an optimal hub for both bitcoin mining and HPC hosting operations.
The site is designed for scalable expansion, with the ability to increase capacity up to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades. The Lake Mariner Facility operates under a lease agreement with Somerset Operating Company, LLC (“Somerset”), a company controlled by TeraWulf’s CEO.
The campus is undergoing phased expansion to support additional HPC contracted deployments with gross capacity of approximately 500 MW in the near term, with potential expansion to approximately 750 MW subject to additional approvals from the NYISO. The Lake Mariner Data Campus operates under a lease agreement with Somerset Operating Company, LLC (“Somerset”), a company controlled by TeraWulf’s CEO.
ITEM 2. Properties Corporate Headquarters TeraWulf maintains its principal corporate offices in Easton, Maryland and New York, New York. Office space at these locations is provided by Beowulf E&D, a company controlled by TeraWulf’s CEO, under an Administrative and Infrastructure Services Agreement dated April 27, 2021.
ITEM 2. Properties Corporate Headquarters TeraWulf maintains its principal corporate offices in Easton, Maryland and New York, New York. The Company considers its current office space adequate for its existing operations.
Removed
Since January 1, 2023, the use of TeraWulf’s corporate offices has been covered under the base fee outlined in Amendment No. 1 to the Services Agreement (as amended, the “Services Agreement”). The Company considers its current office space adequate for its existing operations.
Added
The campus began sustainably mining bitcoin in March 2022 and, as of December 31, 2025 the Lake Mariner Data Campus operated 245 MW of legacy bitcoin mining capacity and had 18 critical IT MW of HPC capacity.
Removed
TeraWulf began mining bitcoin at the Nautilus Cryptomine Facility in Q1 2023, with 50 MW of operational capacity as of December 31, 2024. On February 28, 2024, the Company exercised its option to increase its energy allocation by an additional 50 MW, bringing its total attributable capacity to 100 MW.
Added
Abernathy HPC Campus The Abernathy HPC Campus is designed to support HPC and AI workloads, with a total gross capacity of 240 MW and a critical IT load of 168 MW, fully pre-leased to Fluidstack USA III and backstopped by Google’s credit support.
Added
The Abernathy HPC Campus will be constructed on a 29.3-acre parcel in Abernathy, Texas, and will feature a purpose-built building of over 637,000 square feet. The site benefits from high-voltage electrical service delivered to two separate substation transformers, ensuring redundancy and reliability for mission-critical operations.
Added
Designed with state-of-the-art infrastructure, the campus incorporates N+1 system redundancy, modular and scalable architecture, and advanced cooling systems tailored for HPC and AI workloads. The facility’s strategic location in Abernathy provides direct access to diverse fiber routes and high-bandwidth connectivity to major metropolitan areas across Texas, supporting low-latency data transmission and seamless integration with regional and national networks.
Added
Nautilus Cryptomine Facility Prior to divesting its interest in 2024 in the Nautilus joint venture (“Nautilus”), TeraWulf operated bitcoin mining activities at the Nautilus Cryptomine Facility, located in Berwick, Pennsylvania. The facility was operated under a ground lease agreement between Nautilus and Cumulus Data LLC (“Cumulus Data”), an affiliate of Talen Energy Corporation.
Added
Cayuga Site The Company holds a long‑term ground lease in Lansing, New York which, upon completion of permitting and site development, has the potential to support up to 400 MW of gross capacity, representing approximately 320 MW of contractual critical IT load. The ground lease agreement is with Cayuga Operating Company LLC (“Cayuga”), a company controlled by TeraWulf’s CEO.
Added
Under the agreement, the Company leases approximately 183 acres, including all 23 Table of Contents structures, equipment, facilities and fixtures located thereon for an initial term of 80 years with no renewal rights.
Added
Any time after the 50th anniversary of the lease effective date (i) TeraWulf may elect to purchase the leased premises for $100, either as an asset acquisition or through the purchase of all membership interests in Cayuga, and (ii) Cayuga and Cayuga’s parent may require TeraWulf to purchase the leased premises on the same terms.
Added
Hawesville Site In February 2026, the Company entered into an Agreement of Purchase and Sale for a former industrial site in Hawesville, Kentucky (“Hawesville Site”).
Added
The Hawesville Site is a strategically located brownfield infrastructure site which includes more than 250 buildable acres with immediate access to power infrastructure, including multiple high-voltage transmission lines, an on-site energized substation, and a direct connection to the regional transmission network. The Company plans on constructing and operating a HPC/AI data center on the Hawesville Site.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeTeraWulf is not subject to any material pending legal and administrative proceedings, lawsuits or claims as of the date of this Annual Report. TeraWulf’s business and operations are also subject to extensive regulation, which may result in regulatory proceedings against TeraWulf. ITEM 4. Mine Safety Disclosures Not applicable. 27 Table of Contents PART II
Biggest changeTeraWulf is not subject to any material pending legal and administrative proceedings, lawsuits or claims as of the date of this Annual Report. TeraWulf’s business and operations are also subject to extensive regulation, which may result in regulatory proceedings against TeraWulf. ITEM 4. Mine Safety Disclosures Not applicable. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed2 unchanged
Biggest changeDuring the fourth quarter of 2024, the Company repurchased shares of Common Stock as follows: Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced program (d) Maximum dollar value of shares that may yet be purchased under the program October 1 through October 31, 2024 17,968,750 $ 6.4000 17,968,750 $ 85,000,000 November 1 through November 30, 2024 — — — 85,000,000 December 1 through December 31, 2024 600,000 5.3424 600,000 81,794,560 Total 18,568,750 $ 6.3658 18,568,750 $ 81,794,560 Unregistered Sale of Equity Securities There have been no sales of unregistered securities by the Company during the year ended December 31, 2024, except as previously disclosed on Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Biggest changeDuring the fourth quarter of 2025, the Company repurchased shares of its common stock as follows: Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced program (d) Maximum dollar value of shares that may yet be purchased under the program October 1 through October 31, 2025 — $ — — $ 200,000,000 November 1 through November 30, 2025 — — — 200,000,000 December 1 through December 31, 2025 — — — 200,000,000 Total — $ — — $ 200,000,000 Unregistered Sale of Equity Securities There have been no sales of unregistered securities by the Company during the year ended December 31, 2025, except as previously disclosed on Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Issuer Purchases of Equity Securities On October 23, 2024, the Company announced that the Company’s board of directors approved a share repurchase program authorizing the Company to repurchase up to $200.0 million of the Company’s outstanding shares of Common Stock through December 31, 2025.
Issuer Purchases of Equity Securities On October 23, 2024, the Company announced that the Company’s board of directors approved a share repurchase program authorizing the Company to repurchase up to $200.0 million of the Company’s outstanding shares of its common stock through December 31, 2025.
Dividends We did not declare or pay any cash dividends on our common stock during 2024. We do not currently intend to pay dividends on our common stock and we intend to retain our future earnings, if any, to fund the development and growth of our business.
Dividends We did not declare or pay any cash dividends on our common stock during 2025. We do not currently intend to pay dividends on our common stock and we intend to retain our future earnings, if any, to fund the development and growth of our business.
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for the Registrant’s Common Equity Our common stock is listed on the Nasdaq under the symbol “WULF.” As of February 26, 2025, there were 63 registered owners of our common stock.
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for the Registrant’s Common Equity Our common stock is listed on the Nasdaq under the symbol “WULF.” As of February 24, 2026, there were 49 registered owners of our common stock.
Added
In May 2025, the Board of Directors agreed that the share repurchase program authorization shall continue unless and until the Company purchases $200.0 million of its common stock or it is revoked by the Board of Directors.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 6. [Reserved] 28 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 41 ITEM 8. Financial Statements and Supplementary Data 41 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 87 ITEM 9A. Controls and Procedures 87 ITEM 9B.
Biggest changeITEM 6. [Reserved] 25 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 40 ITEM 8. Financial Statements and Supplementary Data 41 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 102 ITEM 9A. Controls and Procedures 102 ITEM 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

86 edited+71 added−53 removed33 unchanged
Biggest changeThe increase was primarily attributed to an increase in the average price of bitcoin during the year ended December 31, 2024 of $65,824 as compared to $28,788 during the same period in the prior year and an increase in mining capacity at the Lake Mariner Facility to approximately 195 MW as of December 31, 2024 as compared to 110 MW as of December 31, 2023, partially offset by decreases in the total bitcoin mined due to impacts of the halving in April 2024 and the increase in network hashrate, resulting in total bitcoin mined of 2,177 bitcoin during the year ended December 31, 2024 as compared to 2,168 bitcoin during the same period in the prior year.
Biggest changeAlthough the Company expanded its mining infrastructure capacity at the LMD Bitcoin Mining Facilities to approximately 245 MW as of December 31, 2025 as compared to 195 MW as of December 31, 2024, total bitcoin mined decreased due to the halving in April 2024 and the increase in network hashrate.
The Company’s Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net income (loss) of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.
The Company’s Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net (loss) income of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.
Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The following table is a reconciliation of the Company’s Adjusted EBITDA to its most directly comparable U.S.
Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. 35 The following table is a reconciliation of the Company’s Adjusted EBITDA to its most directly comparable U.S.
The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.
The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot 37 be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.
Bitcoin received as distributions-in-kind from equity investees is disclosed in supplemental noncash investing activities. Prior to the repayment of the Term Loans in July 2024 (see Note 9), bitcoin sales proceeds were included in cash flows from operating activities, as bitcoin was converted into cash immediately during that period.
Bitcoin received as distributions-in-kind from equity investees is disclosed in supplemental noncash investing activities. Prior to the repayment of the Term Loans in July 2024 (see Note 10), bitcoin sales proceeds were included in cash flows from operating activities, as bitcoin was converted into cash immediately during that period.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included, and can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included, and can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
We do not have scheduled downtime for our miners; however, while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime.
We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime.
Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s bitcoin related revenues).
Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s revenues).
The Company elected to early adopt ASU 2023-08 effective January 1, 2024, which requires digital currency to be valued at fair value each reporting period in accordance with ASC 820 with changes in fair value recorded in net income.
The Company elected to early adopt ASU 2023-08 effective January 1, 2024, which requires digital assets to be valued at fair value each reporting period in accordance with ASC 820 with changes in fair value recorded in net income.
Additionally, during the year ended December 31, 2024, the Company recorded accelerated depreciation expense of $5.1 million related to certain miners of which the Company shortened their estimated useful lives based on anticipated replacement by April 30, 2024.
During the year ended December 31, 2024, the Company recorded accelerated depreciation expense of $5.1 million related to certain miners of which the Company shortened their estimated useful lives based on replacement by April 30, 2024.
The principal uses of cash are for the operation and buildout of data center facilities, debt service, and general corporate activities and, to a lesser extent in 2023, investments in the Nautilus joint venture related to mining facility buildout and general corporate activities.
The principal uses of cash are for the operation and buildout of data center facilities, debt service, and general corporate activities and, to a lesser extent in 2024, investments in the Nautilus joint venture related to mining facility buildout and activities.
In accordance with the guidance of ASC 740, the benefit of a tax 40 Table of Contents position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely that not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.
In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely that not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.
The Company sells bitcoin and gains and losses from such transactions, measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a first-in-first-out basis, are also included within gain on fair value of digital currency, net in the consolidated statements of operations.
The Company sells bitcoin and gains and losses from such transactions, measured as the difference between the 38 cash proceeds and the cost basis of bitcoin as determined on a first-in-first-out basis, are also included within gain on fair value of digital assets, net in the consolidated statements of operations.
To support operations, invest in our joint venture, and purchase miners and other fixed assets, we have raised capital through both equity issuances and corporate-level debt. Costs related to these capital raises are not included in this analysis.
To support operations, invest in our previously owned Nautilus joint venture, and purchase miners and other fixed assets, we have raised capital through both equity issuances and corporate-level debt. Costs related to these capital raises are not included in this analysis.
Gains and losses from the remeasurement of digital currency are included within gain on fair value of digital currency, net in the consolidated statements of operations.
Gains and losses from the remeasurement of digital assets are included within gain on fair value of digital assets, net in the consolidated statements of operations.
For impairment testing purposes, the lowest intraday trading price of bitcoin was identified at the single bitcoin level (one bitcoin). The excess, if any, of the carrying amount of bitcoin and the lowest daily trading price of 39 Table of Contents bitcoin represented a recognized impairment loss.
For impairment testing purposes, the lowest intraday trading price of bitcoin was identified at the single bitcoin level (one bitcoin). The excess, if any, of the carrying amount of bitcoin and the lowest daily trading price of bitcoin represented a recognized impairment loss.
These impacts were partially offset by growth in our average operating hashrate and an increase in the average market value of each bitcoin mined. Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs.
These impacts were partially offset by growth in our average operating hashrate for a portion of 2025 and an increase in the average market value of each bitcoin mined. Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs.
To maintain profitability, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses. 31 Table of Contents The table below presents the average cost of mining each bitcoin, including bitcoin mined at the Lake Mariner Facility and the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility, for the years ended December 31, 2024 and 2023 and the total energy cost per kWh utilized within the facilities.
To maintain profitability, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses. 29 Table of Contents Bitcoin Mining - Average Cost of Bitcoin Mined The table below presents the average cost of mining each bitcoin, including bitcoin mined at the LMD Bitcoin Mining Facilities and the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility, for the years ended December 31, 2025 and 2024 and the total energy cost per kWh utilized within the facilities.
(4) Excludes energy expenses associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility and includes TeraWulf’s net share of energy expense at the Nautilus Cryptomine Facility, based on aggregate nameplate power consumption of deployed miners attributed to TeraWulf’s contribution to Nautilus.
(4) Excludes energy expenses associated with a bitcoin miner hosting agreement that expired in February 2024 at the LMD Bitcoin Mining Facilities and includes TeraWulf’s net share of energy expense at the Nautilus Cryptomine Facility, based on aggregate nameplate power consumption of deployed miners attributed to TeraWulf’s contribution to Nautilus.
The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $8.6 million and $3.5 million for the years ended December 31, 2024 and 2023, respectively. The Company has purchased all miners with cash, without relying on limited recourse equipment financing for miner acquisitions.
The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $17.7 million and $8.6 million for the years ended December 31, 2025 and 2024, respectively. The Company has purchased all miners with cash, without relying on limited recourse equipment financing for miner acquisitions.
Additionally, prior to the repayment of the Term Loans in July 2024, the Company converted its bitcoin holdings nearly immediately to cash and the related proceeds from sales of digital currency were included within cash flows from operating activities in the consolidated statements of cash flows.
Additionally, prior to the repayment of the Term Loans in July 2024, the Company converted its bitcoin holdings nearly immediately to cash and the related proceeds from sales of digital assets of $97.6 million were included within cash flows from operating activities in the consolidated statements of cash flows.
At the Lake Mariner Facility, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency.
At the LMD Bitcoin Mining Facilities, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency.
(2) Computed as the weighted-average opening price of bitcoin on each respective day the mined bitcoin is earned. Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility.
(2) Computed as the weighted-average opening price of bitcoin on each respective day the mined bitcoin is earned. Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the LMD Bitcoin Mining Facilities.
(3) Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility of 6 and 64 bitcoin for the years ended December 31, 2024 and 2023, respectively, and includes TeraWulf’s net share of bitcoin mined at the Nautilus Cryptomine Facility, based on the hashrate share attributed to the Company.
(3) Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the LMD Bitcoin Mining Facilities of 0 and 6 bitcoin for the years ended December 31, 2025 and 2024, respectively, and includes TeraWulf’s net share of bitcoin mined at the Nautilus Cryptomine Facility, based on the hashrate share attributed to the Company.
As of December 31, 2024, our operating hashrate represented approximately 1.4% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this translated to approximately 6 bitcoin mined per day.
As of December 31, 2025, our operating hashrate represented approximately 0.9% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this translated to approximately 4 bitcoin mined per day.
Power costs are the most significant expense in our bitcoin mining operations, accounting for 40.1% and 29.4% of the total value of bitcoin mined for the years ended ended December 31, 2024 and 2023, respectively.
Power costs are the most significant expense in our bitcoin mining operations, accounting for 52.9% and 40.1% of the total value of bitcoin mined for the years ended December 31, 2025 and 2024, respectively.
We define Adjusted EBITDA as net loss adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and related party expense to be settled with respect to common stock, all of which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) one-time, non-recurring transaction-based compensation expense related to the 2030 Convertible Notes (iv) equity in net income (loss) of investee, net of tax, related to Nautilus and the gain on sale of interest in Nautilus; (v) other income which is related to interest income or income for which management believes is not reflective of the Company’s ongoing operating activities; (vi) loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company’s general business performance and (vii) loss from discontinued operations, net of tax, which is not applicable to the Company’s future 36 Table of Contents business activities.
We define Adjusted EBITDA as net loss adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and related party expense to be settled with respect to common stock, all of which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) one-time, non-recurring transaction-based compensation expense related to the 2030 Convertible Notes (iv) equity in net (loss) income of investee, net of tax, related to the Abernathy Joint Venture and Nautilus and the gain on sale of interest in Nautilus; (v) other income which is related to interest income or income for which management believes is not reflective of the Company’s ongoing operating activities; (vi) change in fair value of contingent consideration, change in fair value of warrant and derivative liabilities, loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company’s general business performance; and (vii) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities.
(2) Total global hashrate obtained from YCHARTS (https://ycharts.com/indicators/bitcoin_network_hash_rate) (3) Joules of energy required to produce each terahash of processing power (4) While nameplate inventory at the Lake Mariner Facility was 9.7 EH/s as of December 31, 2024 and was 5.5 EH/s for TeraWulf’s two facilities as of December 31, 2023, inclusive of gross total hosted miners, actual monthly hashrate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
(2) Total global hashrate obtained from YCHARTS (https://ycharts.com/indicators/bitcoin_network_hash_rate) (3) Joules of energy required to produce each terahash of processing power (4) While nameplate at the LMD Bitcoin Mining Facilities was 10.9 EH/s and 9.7 EH/s as of December 31, 2025 and 2024, respectively, actual operational hashrate depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $22,086 and $9,892 per bitcoin mined for the years ended December 31, 2024 and 2023, respectively, bringing the total “cost to mine one bitcoin” to $47,354 and $18,598 for the years ended December 31, 2024 and 2023, respectively.
If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $41,930 and $22,086 per bitcoin mined for the years ended December 31, 2025 and 2024, respectively, bringing the total “cost to mine one bitcoin” to $95,611 and $47,354 for the years ended December 31, 2025 and 2024, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the other Items included in this Annual Report on Form 10-K (the “Annual Report”) and with the accompanying consolidated financial statements and notes thereto included elsewhere in this report.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the other Items included in this Annual Report and with the accompanying consolidated financial statements and notes thereto included elsewhere in this report.
Loss on extinguishment of debt Loss on extinguishment of debt was $6.3 million for the year ended December 31, 2024 related to voluntary prepayments of the Term Loans in February and July 2024. The Company incurred prepayment fees of $1.3 million in connection with the voluntarily prepayments and derecognized unamortized debt discount of $5.0 million associated with the principal repaid.
Loss on extinguishment of debt during the year ended December 31, 2024 was $6.3 million related to voluntary prepayment of the Term Loans in February and July 2024, reflecting $1.3 million of prepayment fees and the derecognition of unamortized debt discount of $5.0 million associated with the principal repaid.
The increase in power costs as a percentage of bitcoin mined in 2024 compared to 2023 was primarily driven by a near doubling of network difficulty and the bitcoin halving event in April 2024, which reduced block rewards.
The increase in power costs as a percentage of bitcoin mined in 2025 compared to 2024 was primarily driven by an approximate 30% increase in the realized cost per kWh and a near doubling of network difficulty and the bitcoin halving event in April 2024, which reduced block rewards.
These miners were comprised as follows: Vendor and Model Number of miners Bitmain S19 XP 18,500 Bitmain S19j XP 18,100 Bitmain S19k Pro 4,200 Bitmain S21 8,300 Bitmain S21 Pro 12,900 62,000 As of December 31, 2024, our fleet of miners ranged in age from 0.1 to 2.6 years and have an average age of approximately 0.7 years.
These miners were comprised as follows: Vendor and Model Number of miners Bitmain S19 XP 4,300 Bitmain S19j XP 13,400 Bitmain S19k Pro 1,500 Bitmain S21 8,200 Bitmain S21 Pro 26,700 54,100 As of December 31, 2025, our fleet of miners ranged in age from 0.7 years to 3.6 years and have an average age of approximately 1.2 years.
To date, the Company has relied primarily on proceeds from sales of bitcoin, both self-mined and distributed from the joint venture which owned the Nautilus Cryptomine Facility, and its issuances of debt and equity to fund its principal operations.
Prior to these developments, the Company historically relied primarily on proceeds from sales of digital assets, both self-mined and distributed from the joint venture which owned the Nautilus Cryptomine Facility, and its issuances of debt and equity to fund its principal operations.
The table below presents our miner efficiency and computing power as compared to the global computing power as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 (1) Global hashrate (EH/s) (2) 704.0 558.4 Miner efficiency (w/th) (3) 19.0 27.6 TeraWulf combined average operating hashrate (EH/s) (4) 9.7 5.0 TeraWulf % of Global hashrate 1.4 % 0.9 % (1) Results as of December 31, 2023 reflect hashrate of mining operations at the Lake Mariner Facility and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.
The table below presents our miner efficiency and computing power as compared to the global computing power as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 (1) Global hashrate (EH/s) (2) 980.2 704.0 Miner efficiency (w/th) (3) 17.5 19.0 TeraWulf operational hashrate (EH/s) (4) 9.3 9.7 TeraWulf % of Global hashrate 0.9 % 1.4 % (1) Results as of December 31, 2024 reflect hashrate of mining operations at the LMD Bitcoin Mining Facilities and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.
Costs and Expenses The following table presents cost of revenue (exclusive of deprecation) (in thousands): Year Ended December 31, 2024 2023 Cost of revenue (exclusive of depreciation) $ 62,608 $ 27,315 Cost of revenue (exclusive of depreciation) for the years ended December 31, 2024 and 2023 was $62.6 million and $27.3 million, respectively, an increase of approximately $35.3 million.
Costs and Expenses The following table presents cost of revenue (exclusive of deprecation) (in thousands): Year Ended December 31, 2025 2024 Cost of revenue (exclusive of depreciation) $ 82,663 $ 62,608 Cost of revenue (exclusive of depreciation) for the years ended December 31, 2025 and 2024 was $82.7 million and $62.6 million, respectively, an increase of approximately $20.1 million.
The Company incurred a net loss of $72.4 million for the year ended December 31, 2024. The Company began mining bitcoin in March 2022 and had 9.7 EH/s of operating capacity as of December 31, 2024.
The Company incurred a net loss of $661.4 million for the year ended December 31, 2025. The Company began mining bitcoin in March 2022 and had 9.3 EH/s of operating capacity as of December 31, 2025. In 2025, the Company commenced its HPC operations.
During the years ended December 31, 2024 and 2023 revenue from bitcoin miner hosting was $0.8 million and $7.5 million, respectively, a decrease due to the expiration of the Company’s bitcoin miner hosting contract with a customer in February 2024.
During the years ended December 31, 2025 and 2024, revenue from bitcoin miner hosting was $0 and $0.8 million, respectively, a decrease due to the expiration of the Company’s bitcoin miner hosting contract with a customer in February 2024. 32 HPC lease revenue for the year ended December 31, 2025 was $16.9 million.
For the years ended December 31, 2024, and 2023, the average aggregate realized power prices at the Lake Mariner Facility and Nautilus Cryptomine Facility were $0.043 and $0.032 per kilowatt hour, respectively. Our management team continuously monitors market conditions to determine when and for how long to curtail operations.
For the years ended December 31, 2025 and 2024, the average aggregate realized power prices at the LMD Bitcoin Mining Facilities and Nautilus Cryptomine Facility were $0.060 and $0.043 per kilowatt hour, respectively. 30 Table of Contents Our management team continuously monitors market conditions to determine when and for how long to curtail operations.
These decisions are actively managed on an hour-by-hour basis to optimize profitability. 32 Table of Contents During the years ended December 31, 2024 and 2023, we curtailed operations at the Lake Mariner Facility in response to weather events, energy price spikes, and participation in demand response programs.
These decisions are actively managed on an hour-by-hour basis to optimize profitability. During the years ended December 31, 2025 and 2024, we curtailed operations at the LMD Bitcoin Mining Facilities in response to weather events, energy price spikes, and participation in demand response programs.
Depreciation for the years ended December 31, 2024 and 2023 was $59.8 million and $28.4 million, respectively. The increase was primarily due to the increase in mining capacity due to infrastructure constructed and placed in service between December 31, 2023 and December 31, 2024 at the Lake Mariner Facility.
Depreciation for the years ended December 31, 2025 and 2024 was $88.6 million and $59.8 million, respectively. The increase was primarily due to mining and HPC infrastructure constructed and placed in service between December 31, 2024 and December 31, 2025 at the Lake Mariner Data Campus.
Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may be deemed forward-looking statements. See “Forward-Looking Statements.” 28 Table of Contents This MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
All figures presented below represent results from continuing operations, unless otherwise specified. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may be deemed forward-looking statements. See “Forward-Looking Statements.” 25 Table of Contents This MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Additionally the Company recorded a gain on sale of equity interest in investee of $22.6 million in the consolidated statement of operations for the year ended December 31, 2024 as a result of the sale of its entire 25% equity interest in Nautilus to the Talen Member in October 2024.
The $3.4 million equity in net income of investee, net of tax for the year ended December 31, 2024 represents TeraWulf’s proportional share of the net income of Nautilus prior to the Company’s divestiture of its entire 25% equity interest in Nautilus in October 2024. 34 Additionally the Company recorded a gain on sale of equity interest in investee of $22.6 million in the consolidated statement of operations for the year ended December 31, 2024 as a result of the sale of its interest in Nautilus in October 2024.
Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP financial results.
GAAP and should not be considered as an alternative to net loss or any other measure of performance derived in accordance with U.S. GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP financial results.
Inputs into valuation models such as Monte Carlo simulations include both the Company’s and guideline public company historical and expected annual volatility and, depending on the inputs selected, the Company could calculate significantly different estimated grant date fair values, materially impacting the valuation of our stock-based awards and the stock-based compensation expense we recognize in future periods.
Inputs into valuation models such as Monte Carlo simulations include both the Company’s and guideline public company historical and expected annual volatility and, depending on the inputs selected, the Company could calculate significantly different estimated grant date fair values, materially impacting the valuation of our stock-based awards and the stock-based compensation expense we recognize in future periods. 39 Income Taxes The Company accounts for income taxes pursuant to ASC 740, Income Taxes (“ASC 740”), which requires, among other things, an asset and liability approach to calculating deferred income taxes.
Year Ended December 31, Cost of mining - Analysis of costs to mine one bitcoin 2024 2023 Cost of mining - Lake Mariner Facility and net share of the Nautilus Cryptomine Facility Cost of energy per bitcoin mined $ 25,227 $ 8,676 Other direct costs of mining - non energy utilities per bitcoin mined $ 41 $ 29 Cost to mine one bitcoin (1) $ 25,268 $ 8,705 Value of each bitcoin mined (2) $ 62,889 $ 29,645 Cost to mine one bitcoin as % of value of bitcoin mined 40.2 % 29.4 % Statistics Lake Mariner Facility and net share of the Nautilus Cryptomine Facility Total bitcoin mined (3) 2,728 3,343 Total value of bitcoin mined (2) ($ in thousands) $ 171,547 $ 99,105 Total MWhs utilized 1,601,061 910,744 Total energy expense, net of expected demand response proceeds (4) ($ in thousands) $ 68,815 $ 29,006 Cost per kWh $ 0.043 $ 0.032 Energy expense, net as % of value of bitcoin mined 40.1 % 29.3 % Other direct costs of mining ($ in thousands) $ 111 $ 97 (1) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation.
Year Ended December 31, Cost of mining - Analysis of costs to mine one bitcoin 2025 2024 Cost of mining - LMD Bitcoin Mining Facilities and net share of the Nautilus Cryptomine Facility Cost of energy per bitcoin mined $ 53,609 $ 25,227 Other direct costs of mining - non energy utilities per bitcoin mined $ 72 $ 41 Cost to mine one bitcoin (1) $ 53,681 $ 25,268 Value of each bitcoin mined (2) $ 101,307 $ 62,889 Cost to mine one bitcoin as % of value of bitcoin mined 53.0 % 40.2 % Statistics LMD Bitcoin Mining Facilities and net share of the Nautilus Cryptomine Facility Total bitcoin mined (3) 1,496 2,728 Total value of bitcoin mined (2) ($ in thousands) $ 151,556 $ 171,547 Total MWhs utilized 1,344,760 1,601,061 Total energy expense, net of expected demand response proceeds (4) ($ in thousands) $ 80,199 $ 68,815 Cost per kWh $ 0.060 $ 0.043 Energy expense, net as % of value of bitcoin mined 52.9 % 40.1 % Other direct costs of mining ($ in thousands) $ 108 $ 111 (1) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation.
To assess operational performance and effectiveness, the Company tracks key metrics, which we believe are also valuable to investors for evaluating our progress and benchmarking against industry peers.
We believe we operate a highly efficient mining fleet, optimized to maximize output while minimizing energy consumption. To assess operational performance and effectiveness, the Company tracks key metrics, which we believe are also valuable to investors for evaluating our progress and benchmarking against industry peers.
Selling, general and administrative expenses increased primarily due to increased expense during the year ended December 31, 2024 as compared to the same period in the prior year of (i) stock-based compensation of $25.2 million, (ii) employee compensation and benefits of $5.7 million, (iii) travel expenses of $0.6 million, (iv) legal and other professional fees of $1.4 million, (v) charity, sponsorships and investor relations of $1.1 million and (vi) other public company costs of $1.1 million, partially offset by decreases in insurance expense of $0.9 million.
Selling, general and administrative expenses increased primarily due to increased expense during the year ended December 31, 2025 as compared to the same period in the prior year of (i) employee compensation and benefits of $47.7 million, (ii) stock-based compensation of $20.0 million, (iii) travel expenses of $2.4 million, (iv) legal and other professional fees of $5.1 million, (v) and Beowulf E&D acquisition-related costs of $1.5 million.
The following table presents selling, general and administrative expenses (in thousands): Year Ended December 31, 2024 2022 Selling, general and administrative expenses $ 57,883 $ 23,693 Selling, general and administrative expenses - related party 12,695 13,325 $ 70,578 $ 37,018 Selling, general and administrative expenses (including related party expenses) for the years ended December 31, 2024 and 2023 were $70.6 million and $37.0 million, respectively, a net increase of $33.6 million.
The following table presents selling, general and administrative expenses (in thousands): Year Ended December 31, 2025 2024 Selling, general and administrative expenses $ 139,465 $ 57,883 Selling, general and administrative expenses - related party 8,292 12,695 $ 147,757 $ 70,578 Selling, general and administrative expenses (including related party expenses) for the years ended December 31, 2025 and 2024 were $147.8 million and $70.6 million, respectively, a net increase of $77.2 million.
Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross deferred tax assets as of December 31, 2024 and 2023.
Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024, except for a $76,000 deferred tax liability as of December 31, 2025 arising from indefinite-lived assets (e.g., tax-deductible goodwill related to the acquisition of Beowulf E&D) that cannot be used as a source of taxable income to support the realization of deferred tax assets when a full valuation allowance is in place.
Interest expense through July 2024 related primarily to the borrowings under the Loan, Guaranty and Security Agreement (the “LGSA”) with Wilmington Trust (the “Term Loans”), which had an original maturity date of December 1, 2024 and was fully repaid in July 2024 ahead of maturity.
The $19.8 million of interest expense recognized in the year ended December 31, 2024, primarily related to the borrowings under the Loan, Guaranty and Security Agreement with Wilmington Trust (the “Term Loans”), which were fully repaid in July 2024 ahead of maturity.
Results of Operations - Comparative Results for the Years Ended December 31, 2024 and 2023 The Company generates revenue in the form of bitcoin by providing hash computation services to a mining pool operator to mine bitcoin and validate transactions on the global bitcoin network using miners owned by the Company. The earned bitcoin are routinely sold for U.S. dollars.
The Company expects to close on the Morgantown acquisition in the second quarter of 2026, subject to receiving these consents and approvals. 31 Table of Contents Results of Operations - Comparative Results for the Years Ended December 31, 2025 and 2024 The Company generates revenue in the form of bitcoin by providing hash computation services to a mining pool operator to mine bitcoin and validate transactions on the global bitcoin network using miners owned by the Company.
Cash flow information is as follows (in thousands): Year Ended December 31, 2024 2023 Cash provided by (used in): Operating activities: Continuing operations $ (24,422) $ 4,160 Discontinued operations — 103 Total operating activities (24,422) 4,263 Investing activities (91,159) (78,013) Financing activities 335,207 119,866 Net change in cash and cash equivalents and restricted cash $ 219,626 $ 46,116 Operating activities Cash (used in) provided by operating activities for continuing operations was $(24.4) million and $4.2 million for the years ended December 31, 2024 and 2023, respectively, reflecting a decrease of $28.6 million.
Cash flow information is as follows (in thousands): Year Ended December 31, 2025 2024 Cash provided by (used in): Operating activities: Continuing operations $ (123,180) $ (24,422) Discontinued operations — — Total operating activities (123,180) (24,422) Investing activities (1,368,945) (91,159) Financing activities 4,940,835 335,207 Net change in cash and cash equivalents and restricted cash $ 3,448,710 $ 219,626 36 Operating activities Cash used in operating activities for continuing operations was $123.2 million and $24.4 million for the years ended December 31, 2025 and 2024, respectively, reflecting an increase of $98.8 million.
GAAP measure (i.e., net loss) for the periods indicated (in thousands): Year Ended December 31, 2024 2023 Net loss $ (72,418) $ (73,421) Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: Loss from discontinued operations, net of tax — 129 Gain on sale of equity interest in investee (22,602) — Equity in net (income) loss of investee, net of tax, related to Nautilus (3,363) 9,290 Distributions from investee, related to Nautilus 22,776 21,949 Income tax benefit — — Other income (3,927) (231) Loss on extinguishment of debt 6,300 — Interest expense 19,794 34,812 Loss on disposals of property, plant, and equipment, net 17,824 1,209 Depreciation 59,808 28,350 Amortization of right-of-use asset 1,373 1,001 Stock-based compensation expense 30,927 5,859 Transaction-based compensation expense 3,885 — Related party expense to be settled with respect to common stock — 2,917 Non-GAAP adjusted EBITDA $ 60,377 $ 31,864 37 Table of Contents Liquidity and Capital Resources As of December 31, 2024, the Company had balances of cash and cash equivalents of $274.1 million, working capital of $229.6 million, total stockholders’ equity of $244.4 million and an accumulated deficit of $332.3 million.
GAAP measure (i.e., net loss) for the periods indicated (in thousands): Year Ended December 31, 2025 2024 Net loss $ (661,416) $ (72,418) Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: Gain on sale of equity interest in investee — (22,602) Equity in net loss (income) of investee, net of tax 4,130 (3,363) Distributions from investee, related to Nautilus — 22,776 Income tax provision 76 — Other income (39,044) (3,927) Loss on extinguishment of debt — 6,300 Change in fair value of warrants and derivatives 429,793 — Interest expense 80,248 19,794 Loss on disposals of property, plant, and equipment, net 4,895 17,824 Change in fair value of contingent consideration 10,397 — Depreciation 88,597 59,808 Amortization of right-of-use asset 4,456 1,373 Stock-based compensation expense 50,909 30,927 Transaction-based compensation expense — 3,885 Related party expense to be settled with respect to common stock 2,375 — Beowulf E&D acquisition-related transaction costs 1,475 — Non-GAAP adjusted EBITDA $ (23,109) $ 60,377 Liquidity and Capital Resources As of December 31, 2025, the Company had balances of cash and cash equivalents of $3,266.4 million, working capital of $1,742.4 million, total stockholders’ equity of $140.4 million and an accumulated deficit of $993.7 million.
Investing activities Cash used in investing activities was $91.2 million and $78.0 million for the years ended December 31, 2024 and 2023, respectively.
Investing activities Cash used in investing activities was $1,368.9 million and $91.2 million for the years ended December 31, 2025 and 2024, respectively, reflecting an increase of $1,277.8 million.
Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue. The Company’s Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently.
The Company’s Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company's Adjusted EBITDA is not a measurement of financial performance under U.S.
Financial Condition The Company incurred a net loss of $72.4 million and reported cash used in operating activities of $24.4 million for the year ended December 31, 2024.
Additionally, during the year ended December 31, 2024, the Company made principal payments of long-term debt of $139.4 million as compared to $0 during the year ended December 31, 2025. Financial Condition The Company incurred a net loss of $661.4 million and reported cash used in operating activities of $123.2 million for the year ended December 31, 2025.
The Company is actively expanding its enrollment in such available programs in New York State. 34 Table of Contents The following table presents operating expenses (in thousands): Year Ended December 31, 2024 2023 Operating expenses $ 3,387 $ 2,116 Operating expenses - related party 4,262 2,773 $ 7,649 $ 4,889 Operating expenses (including related party expenses) for the years ended December 31, 2024 and 2023 were approximately $7.6 million and $4.9 million, respectively, a net increase of $2.7 million.
The following table presents operating expenses (in thousands): Year Ended December 31, 2025 2024 Operating expenses $ 12,115 $ 3,387 Operating expenses - related party 7,632 4,262 $ 19,747 $ 7,649 Operating expenses (including related party expenses) for the years ended December 31, 2025 and 2024 were approximately $19.7 million and $7.6 million, respectively, a net increase of $12.1 million.
When an asset’s estimated useful life is adjusted—either shortened or extended—depreciation provisions are updated accordingly, which could have a material impact on future financial results.
Management continuously evaluates factors such as future energy market conditions, operating costs, maintenance practices, and capital investment needs to ensure depreciation assumptions remain reasonable. When an asset’s estimated useful life is adjusted—either shortened or extended—depreciation provisions are updated accordingly, which could have a material impact on future financial results.
As of December 31, 2024, the Company had balances of cash and cash equivalents of $274.1 million, working capital of $229.6 million, total stockholders’ equity of $244.4 million and an accumulated deficit of $332.3 million. The Company had 9.7 EH/s of operating capacity at the Lake Mariner Facility as of December 31, 2024.
As of December 31, 2025, the Company had balances of cash and cash equivalents of $3,266.4 million, working capital of $1,742.4 million, total stockholders’ equity of $140.4 million and an accumulated deficit of $993.7 million.
In December 2024, the Company entered into certain long-term data center lease agreements with Core42, a G42 company specializing in sovereign cloud, AI infrastructure, and digital services, to lease specified data center infrastructure comprising 72.5 MW of HPC hosting capacity at the Lake Mariner Facility to the customer to support the customer’s HPC operations (the “HPC Leases”).
HPC Leasing In December 2024, the Company entered into long-term datacenter lease agreements (the “HPC Leases”) with a customer for specified datacenter infrastructure at the Lake Mariner Data Campus to support the customer’s HPC operations.
Equity in net loss of investee, net of tax Equity in net income (loss) of investee, net of tax for the years ended December 31, 2024 and 2023 was $3.4 million and $(9.3) million, respectively, which represents TeraWulf’s proportional share of income or loss of Nautilus, which commenced operations in February 2023.
Equity in net loss of investee, net of tax for the year ended December 31, 2025 was $4.1 million which represents TeraWulf’s proportional share of net loss of the Abernathy Joint Venture which was formed in October 2025 and has not yet commenced operations.
We are confident that our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale data centers. These data centers are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence.
We plan to operate infrastructure necessary for profitable bitcoin mining while pursuing high-value HPC leasing opportunities that leverage our power utilization and digital infrastructure. We are confident our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale datacenters.
We will actively seek opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.
These datacenters are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence. We are actively seeking opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.
As of December 31, 2024, our fleet of miners at the Lake Mariner Facility had a range of energy efficiency from 15 to 23 joules per terahash (“j/th”) and has an average energy efficiency of 19.8 j/th. 30 Table of Contents Nautilus Cryptomine Facility The Nautilus Cryptomine Facility, located in Berwick, Pennsylvania, was a joint venture between TeraWulf and Talen Member.
As of December 31, 2025, our fleet of miners at the LMD Bitcoin Mining Facilities had a range of energy efficiency from 15 to 23 joules per terahash (“j/th”) and has an average energy efficiency of 17.2 j/th.
The Company made no prepayments on the principal balance of the Term Loans during the year ended December 31, 2023. Income tax benefit Income tax benefit was $0 for the years ended December 31, 2024 and 2023.
No loss on extinguishment of debt was recorded during the year ended December 31, 2025. Income tax provision was $76,000 and $0 for the years ended December 31, 2025 and 2024, respectively.
Selling, general and administrative expenses – related party decreased a net $1.3 million in fees paid under the Services Agreement with Beowulf E&D primarily due to performance milestone expense incurred during the year ended December 31, 2023 that were not incurred during the year ended December 31, 2024, offset by an increase in the base fee as well as increased travel expense of $0.6 million.
Selling, general and administrative expenses – related party decreased a net $4.5 million primarily due to a full year of fees incurred under the Services Agreement with Beowulf E&D for the year ended December 31, 2024 as compared 33 to 2025 in which fees were only incurred up to the termination of the Services Agreement in May 2025 upon the acquisition of Beowulf E&D.
Revenue The following table presents revenue (in thousands): Year Ended December 31, 2024 2023 Revenue $ 140,051 $ 69,229 Revenue for the years ended December 31, 2024 and 2023 was $140.1 million and $69.2 million, respectively, an increase of $70.9 million.
Revenue The following table presents revenue (in thousands): Year Ended December 31, 2025 2024 Revenue: Digital asset revenue $ 151,556 $ 140,051 HPC lease revenue 16,899 — Total revenue $ 168,455 $ 140,051 Percentage of total revenue Digital asset revenue 90 % 100 % HPC lease revenue 10 % 0 % Total revenue 100 % 100 % Total revenue for the years ended December 31, 2025 and 2024 was $168.5 million and $140.1 million, respectively, representing an increase of $28.6 million.
The Company records proceeds related to participation in demand response programs as a reduction in cost of revenue in the period corresponding to the underlying demand response program period; the amount of aggregate proceeds received or expected to be received were $8.6 million and $3.5 million for the years ended December 31, 2024 and 2023, respectively.
Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue in the period in which the underlying program occurs. These proceeds totaled $17.7 million and $8.6 million for the years ended December 31, 2025 and 2024, respectively. The Company is actively expanding its enrollment in such available programs in New York State.
Following the sale, TeraWulf deployed 12,300 S19 XP miners and sold or otherwise disposed of 35,700 miners as of December 31, 2024. Bitcoin Mining - Combined Facilities As outlined above, several factors influence our ability to mine bitcoin profitably, including bitcoin’s USD value, mining difficulty, global hashrate, power costs, fleet energy efficiency, and overall data center efficiency.
Bitcoin Mining - Share of Global Hashrate Several factors influence our ability to mine bitcoin profitably, including bitcoin’s USD value, mining difficulty, global hashrate, power costs, fleet energy efficiency, and overall data center efficiency. Among these, energy efficiency is a critical driver of profitability, as power costs represent the most significant direct expense in bitcoin mining.
During the year ended December 31, 2024, the Company recorded an accelerated depreciation expense of $5.1 million related to certain miners whose estimated useful lives were shortened due to planned replacement by April 2024. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain cases.
While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain cases. However, if depreciation were included in the cost of mining analysis, it would add $41,930 and $22,086 per bitcoin mined for the years ended December 31, 2025 and 2024, respectively.
In addition, the average price of bitcoin increased during the year ended December 31, 2024 to $65,824 as compared to $28,788 during the same period in the prior year, resulting in an increase in revenue of $70.9 million.
Digital asset revenue for the years ended December 31, 2025 and 2024 was $151.6 million and $140.1 million, respectively, an increase of $11.5 million. The increase was primarily attributed to an increase in the average price of bitcoin during the year ended December 31, 2025 of $101,658 as compared to $65,824 during 2024.
Digital currency Digital currency is comprised of bitcoin earned as noncash consideration in exchange for providing hash computation services to a mining pool as well as consideration for bitcoin miner hosting services. From time to time, the Company also receives bitcoin as distributions-in-kind from its joint venture.
These costs are passed through to the customers, generally with a mark-up, and, in accordance with U.S. GAAP, are included in the Company’s HPC lease revenue. Digital assets Digital assets is comprised of bitcoin earned as noncash consideration in exchange for providing hash computation services to a mining pool as well as consideration for bitcoin miner hosting services.
Its strategic location and access to low-cost, predominantly zero-carbon energy make it a highly attractive site for both bitcoin mining and HPC workloads. As of December 31, 2024, we owned approximately 62,000 miners, of which approximately 58,800 are operational at the Lake Mariner Facility with the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair.
Bitcoin Mining Operations As of December 31, 2025, we owned approximately 54,100 miners, with approximately 49,400 operational at our bitcoin mining facilities on the Lake Mariner Data Campus (the “LMD Bitcoin Mining Facilities”) and the remainder 28 Table of Contents undergoing maintenance, awaiting disposal or on standby to replace miners under repair.
However, if depreciation were included in the cost of mining analysis, it would add $22,086 and $9,892 per bitcoin mined for the years ended December 31, 2024 and 2023, respectively. Estimating asset useful lives requires management judgment, particularly given the rapid evolution of next-generation mining rigs in industrial-scale bitcoin mining.
Estimating asset useful lives requires management judgment, particularly given the rapid evolution of next-generation mining rigs in industrial-scale bitcoin mining. Depreciation schedules may be adjusted if events, regulatory changes, or shifts in operating conditions indicate a need for revision.
The decrease in interest expense during the year ended December 31, 2024 as compared to the prior year is primarily due to early repayments of the Term Loans principal balance resulting in a decrease of amortization of debt issuance costs and debt discount of $8.1 million.
The increase is primarily attributed to the proceeds from issuance of long-term debt and convertible notes, net of issuance costs paid, of $5,106.7 million for the year ended December 31, 2025 as compared to $487.1 million in the prior year.
Power prices increased during the year ended December 31, 2024 as compared to prior year and cost of revenue (exclusive of depreciation) increased approximately $35.3 million for the year ended December 31, 2024 as compared to the prior year primarily due to the increase in mining capacity and the halving in April 2024.
While the Company continued to profitably mine bitcoin during the year ended December 31, 2025, the Company reported $10.9 million lower digital asset segment profit as compared to the prior year primarily due to the halving in April 2024 and the increase in network hashrate as compared to prior year.
Additionally, during the year ended December 31, 2023, the Company invested $2.8 million in its joint venture.
Additionally, the Company purchased treasury stock of $33.3 million during the year ended December 31, 2025 as compared to $118.2 million in the prior year.
Financing activities Cash provided by financing activities was $335.2 million and $119.9 million for the years ended December 31, 2024 and 2023, respectively.
Interest expense for the years ended December 31, 2025 and 2024 was $80.2 million and $19.8 million, respectively, an increase of $60.4 million.
Cost of revenues is primarily comprised of power expense and the increase was primarily due to the increase in mining capacity due to infrastructure constructed and placed in service between December 31, 2023 and December 31, 2024 at the Lake Mariner Facility and, to a lesser extent, an increase in realized power prices during the year ended December 31, 2024 as compared to the same period in the prior year.
Cost of revenues is primarily comprised of power expense which increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024, resulting from higher realized power prices during the 2025 period partially offset by higher proceeds from participation in demand response programs.

… 130 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed2 unchanged
Biggest changeOur business and development strategy is focused on maintaining and expanding our bitcoin mining operations to maximize the amount of new bitcoin rewards we earn. As of December 31, 2024, our digital currency balance was comprised of 5 bitcoin recorded at its fair value of $0.5 million, all of which were produced from our bitcoin mining operations.
Biggest changeAs of December 31, 2025, our digital assets balance was comprised of 3 bitcoin recorded at its fair value of $0.3 million, all of which were produced from our bitcoin mining operations.
A 10% increase or decrease in both the price of bitcoin produced during the year ended December 31, 2024 and the fair value of bitcoin as of December 31, 2024 would have increased or decreased net loss by approximately $14.0 million.
A 10% increase or decrease in both the price of bitcoin produced during the year ended December 31, 2025 and the fair value of bitcoin as of December 31, 2025 would have increased or decreased net loss by approximately $15.2 million.
A 10% increase or decrease in power prices during the year ended December 31, 2024 would have increased or decreased net loss by approximately $6.3 million.
A 10% increase or decrease in power prices during the year ended December 31, 2025 would have increased or decreased net loss by approximately $8.3 million. 40
For more information regarding the forward-looking statements used in this section and elsewhere in this Annual Report, see the “Cautionary Note Regarding Forward-Looking Statements” at the forepart of this Annual Report. Risk Regarding the Price of Bitcoin.
For more information regarding the forward-looking statements used in this section and elsewhere in this Annual Report, see the “Cautionary Note Regarding Forward-Looking Statements” at the forepart of this Annual Report. Risk Regarding the Price of Bitcoin Our business and development strategy is focused on maximizing revenue and profitability of our bitcoin mining fleet.

Other WULF 10-K year-over-year comparisons