Terawulf Inc. Files 8-K for Material Definitive Agreement

TL;DR

TeraWulf just signed a big deal, 8-K filed.

AI Summary

On August 17, 2025, Terawulf Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. Terawulf Inc. is incorporated in Delaware and has its principal executive offices in Easton, Maryland.

Why It Matters

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

Risk Assessment

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

Key Players & Entities

• Terawulf Inc. (company) — Registrant
• August 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Easton, Maryland (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common stock, $0.001 par value per share WULF The Nasdaq C
• $0.01 — ommon Stock"), for an exercise price of $0.01 per share of the Common Stock. As a con

Filing Documents

• tm2523651d3_8k.htm (8-K) — 34KB
• tm2523651d3_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-25-079463.txt ( ) — 214KB
• wulf-20250817.xsd (EX-101.SCH) — 3KB
• wulf-20250817_lab.xml (EX-101.LAB) — 33KB
• wulf-20250817_pre.xml (EX-101.PRE) — 22KB
• tm2523651d3_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 17, 2025, TeraWulf Inc. (the "Company") announced that its indirect subsidiary Akela Data LLC ("Akela") had entered into a Datacenter Lease Agreement for colocation building number 5 ("CB-5") (the "Fluidstack Lease") 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 "CB-5 Premises"). The CB-5 Premises will provide more than 160 megawatts (MW) of critical IT load for high-performance computing ("HPC") data center operations. Akela is expected to complete construction and deliver the CB-5 Premises to Fluidstack by year end2026. Fluidstack's obligations to pay rent under the Fluidstack Lease begin on the completion date of the lease and continue for a 10-year term. In connection with the Fluidstack Lease, the Company entered into the following agreements. Recognition Agreement On August 17, 2025, Akela entered into a Recognition Agreement for CB-5 (the "Google Recognition Agreement"), 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 Lease. The Google BackStop under the Google Recognition Agreement will become effective as of the commencement date under the Fluidstack Lease. In the event of a payment default under the 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 the 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 Agreement is qualified in its entirety by reference to the full and com

01. Regulation FD

Item 7.01. Regulation FD. On August 18, 2025, the Company issued a press release announcing the Fluidstack Lease and related transactions. A copy of the press release is furnished hereto as Exhibit 99.1. The information contained in Item 7.01 of this Report (as well as in Exhibit 99.1 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. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release issued by TeraWulf Inc., dated August 18, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 18, 2025 TERAWULF INC. By: /s/ Stefanie C. Fleischmann Name: Stefanie C. Fleischmann Title: Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR