Terawulf Inc. Files 8-K with Material Agreement

Ticker: WULF · Form: 8-K · Filed: Aug 14, 2025 · CIK: 1083301

Sentiment: neutral

Topics: material-definitive-agreement, regulation-fd, filing

TL;DR

TeraWulf just signed a big deal, filing an 8-K today. Watch this space.

AI Summary

On August 13, 2025, Terawulf Inc. entered into a material definitive agreement. The company also made a Regulation FD disclosure and reported other events, including financial statements and exhibits. The filing was made on August 14, 2025.

Why It Matters

This 8-K filing indicates a significant new agreement for Terawulf Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

FAQ

What type of material definitive agreement did Terawulf Inc. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.

What is the significance of the Regulation FD disclosure mentioned in the filing?

A Regulation FD disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure.

What other events are reported in this 8-K filing?

Besides the material definitive agreement and Regulation FD disclosure, the filing also reports 'Other Events' and 'Financial Statements and Exhibits'.

When was this 8-K report filed with the SEC?

The report was filed on August 14, 2025.

What is Terawulf Inc.'s principal executive office address?

Terawulf Inc.'s principal executive office is located at 9 Federal Street, Easton, Maryland 21601.

Filing Stats: 1,712 words · 7 min read · ~6 pages · Grade level 13.1 · Accepted 2025-08-14 07:18:03

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 13, 2025, TeraWulf Inc. (the "Company") announced that its indirect subsidiary Akela Data LLC ("Akela") had entered into two Datacenter Lease Agreements (the "Fluidstack Leases") with Fluidstack USA I Inc., a Delaware corporation ("Fluidstack"), pursuant to which Akela has agreed to lease property at the Company's Lake Mariner data center campus in upstate New York to Fluidstack, including all structures, equipment, facilities and fixtures located thereon (the "Premises"). The Premises will provide more than 200 megawatts (MW) of critical IT load for high-performance computing ("HPC") data center operations. Akela is expected to complete construction and deliver the Premises to Fluidstack in two phases in2026. Fluidstack's obligations to pay rent under each of the Fluidstack Leases begin on the completion date for each lease and continue for a 10-year term. In connection with the Fluidstack Leases, the Company entered into the following agreements. Recognition Agreements On August 13, 2025, Akela entered into two Recognition Agreements for CB-3 and CB-4, respectively (the "Google Recognition Agreements"), among Akela, Fluidstack and Google LLC ("Google"), pursuant to which Google has agreed to backstop (the "Google BackStop") certain obligations of Fluidstack under the Fluidstack Leases. The Google BackStop under each Google Recognition Agreement will become effective as of the commencement date under the corresponding Fluidstack Lease. In the event of a payment default under a Fluidstack Lease, or if Fluidstack becomes subject to an insolvency event, following notice from Akela, Google will have the option to either (i) pay the termination fee under such Fluidstack Lease or (ii) pay all rent currently due under the Fluidstack Lease and assume the Fluidstack Lease as the tenant thereunder. The description of the Google Recognition Agreements is qualified in its entirety by reference to the full

01. Regulation FD

Item 7.01. Regulation FD. On August 14, 2025, the Company issued a press release announcing the Fluidstack Leases and related transactions and posted a related investor presentation. Copies of the press release and investor presentation are furnished hereto as Exhibits 99.1 and 99.2, respectively. The information contained in Item 7.01 of this Report (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended or the Exchange Act.

01. Other Events

Item 8.01. Other Events. In connection with the Fluidstack Leases, Akela has agreed to pay CBRE, Inc. an initialcommission of $30 million payable in installments over time and upon the commencement dates of the CB-3 and CB-4 data center leases,and an additional commission ofapproximately$20 million if Akela and Fluidstack enter into a data center lease for additional capacity on or before March31, 2026.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 * Form of Warrant Agreement, dated August 13, 2025, by and between TeraWulf Inc. and Google LLC. 10.1 * Form of Recognition Agreement, dated August 13, 2025, Akela Data LLC, Fluidstack USA I Inc. and Google LLC. 99.1 Press release issued by TeraWulf Inc., dated August 14, 2025. 99.2 Investor Presentation . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "seek," "continue," "could," "may," "might," "possible," "potential," "strategy," "opportunity," "predict," "should," "would" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) the ability to mine bitcoin profitably; (2) our ability to attract additional customers to lease our HPC data centers; (3) our ability to perform under our existing data center lease agreements; (4) changes in applicable laws, regulations and/or permits affecting TeraWulf's operations or the industries in which it operates; (5) the ability to implement certain business objectives, including its bitcoin mining and HPC data center development, and to timely and cost-effectively execute related projects; (6) failure to obtain adequate fi

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: August 14, 2025 TERAWULF INC. By: /s/ Stefanie C. Fleischmann Name: Stefanie C. Fleischmann Title: Chief Legal Officer and Corporate Secretary

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