Terawulf Inc. Enters Material Definitive Agreement
Ticker: WULF · Form: 8-K · Filed: Oct 23, 2025 · CIK: 1083301
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation
TL;DR
TeraWulf just signed a big deal, locking in new financial obligations.
AI Summary
On October 23, 2025, Terawulf Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, previously known as IKONICS CORP and CHROMALINE CORP, is incorporated in Delaware and headquartered in Easton, Maryland.
Why It Matters
This filing indicates a significant new financial commitment or obligation for Terawulf Inc., which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that require careful monitoring.
Key Numbers
- 001-41163 — SEC File Number (Identifies the company's filing with the SEC)
- 87-1909475 — IRS Employer Identification No. (Company's tax identification number)
Key Players & Entities
- TERAWULF INC. (company) — Registrant
- IKONICS CORP (company) — Former company name
- CHROMALINE CORP (company) — Former company name
- October 23, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Easton, Maryland (location) — Address of principal executive offices
FAQ
What type of material definitive agreement did Terawulf Inc. enter into?
The filing states Terawulf Inc. entered into a 'Material Definitive Agreement' and created a 'Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant', but the specific details of the agreement are not provided in this summary.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on October 23, 2025.
What is Terawulf Inc.'s principal executive office address?
Terawulf Inc.'s principal executive offices are located at 9 Federal Street, Easton, Maryland 21601.
Has Terawulf Inc. operated under any former names?
Yes, Terawulf Inc. was formerly known as IKONICS CORP (name change on 20021216) and CHROMALINE CORP (name change on 19990405).
What is the company's fiscal year end?
The company's fiscal year ends on December 31.
Filing Stats: 1,423 words · 6 min read · ~5 pages · Grade level 12.5 · Accepted 2025-10-23 16:54:55
Key Financial Figures
- $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq C
- $3.2 billion — mount of notes sold in the offering was $3.2 billion. The notes were issued at a price equa
Filing Documents
- tm2529300d1_8k.htm (8-K) — 34KB
- tm2529300d1_ex4-1.htm (EX-4.1) — 1083KB
- 0001104659-25-101866.txt ( ) — 1459KB
- wulf-20251023.xsd (EX-101.SCH) — 3KB
- wulf-20251023_lab.xml (EX-101.LAB) — 33KB
- wulf-20251023_pre.xml (EX-101.PRE) — 22KB
- tm2529300d1_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On October 23, 2025, WULF Compute LLC ("WULF Compute"), a wholly-owned indirect subsidiary of TeraWulf Inc. ("TeraWulf" or the "Company"), completed its previously announced private offering of 7.750% Senior Secured Notes due 2030 (the "notes"). The notes were sold under a purchase agreement, dated as of October 16, 2025, entered into by and among the Company, the guarantors party thereto (the "Guarantors") and Morgan Stanley & Co. LLC (the "Initial Purchaser"), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $3.2 billion. The notes were issued at a price equal to 100% of their principal amount. WULF Compute intends to use the net proceeds from the offering to finance a portion of its data center expansion at its Lake Mariner campus in Barker, New York (the "Data Center Expansion"). Maturity and Interest Payments On October 23, 2025, WULF Compute and the Guarantors entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes are senior secured obligations of WULF Compute and bear interest at a rate of 7.750% per year payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The notes will mature on October 15, 2030, unless earlier redeemed or repurchased in accordance with their terms. Amortization of Principal The principal amount of the notes will amortize on a semi-annual basis on April 15 and October 15 of each year in amounts based on schedules in the Indenture. No amortization attributable to any data center building comprising the Data Center Expansion will be payable prior to the completion of such data center building. Required amortizati
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: October 23, 2025 TERAWULF, INC. By: /s/ Patrick A. Fleury Name: Patrick A. Fleury Title: Chief Financial Officer