Terawulf INC. 8-K Filing

Key Financial Figures

• $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq C
• $1.3 billion — mount of notes sold in the offering was $1.3 billion. The notes were issued at a price equa
• $75 million — ampus"), to fund debt reserves, to fund $75 million of cash collateral to secure the Guaran
• $100 million — dco to provide Flash Compute with up to $100 million to the extent necessary to ensure the c

Filing Documents

• tm2534384d1_8k.htm (8-K) — 35KB
• tm2534384d1_ex4-1.htm (EX-4.1) — 1067KB
• 0001104659-25-124839.txt ( ) — 1457KB
• wulf-20251229.xsd (EX-101.SCH) — 3KB
• wulf-20251229_lab.xml (EX-101.LAB) — 33KB
• wulf-20251229_pre.xml (EX-101.PRE) — 22KB
• tm2534384d1_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 December 29, 2025, TeraWulf Inc. (the "Company") announced the completion of the previously announced private offering by Flash Compute LLC ("Flash Compute") of 7.250% Senior Secured Notes due 2030 (the "notes"). Flash Compute is a wholly owned subsidiary of FS CS I LLC, a Delaware limited liability company ("JV Partners Holdco"), whose equity interests are owned 50.1% by Big Country Wulf LLC (the "TeraWulf Member"), a subsidiary of TeraWulf, and 49.9% by Fluidstack CS I Inc., a wholly-owned indirect subsidiary of Fluidstack Ltd. The notes were sold under a purchase agreement, dated as of December 18, 2025, entered into by and among Flash Compute, Abernathy Data LLC (the "Guarantor"), and Morgan Stanley & Co. LLC, as representative of the initial purchasers thereto (the "Initial Purchasers"), 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") or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $1.3 billion. The notes were issued at a price equal to 100% of their principal amount. Flash Compute intends to use the net proceeds from the offering to finance a portion of the cost of construction of a data center campus in Abernathy, Texas (the "Abernathy HPC Campus"), to fund debt reserves, to fund $75 million of cash collateral to secure the Guarantor's obligations under a certain letter of credit, and to pay fees and expenses in connection with the foregoing. Maturity and Interest Payments On December 29, 2025, JV Partners Holdco, Flash Compute and the Guarantor entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes a

03. Creation of a Direct Financial Obligation or

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements. about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. These "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking on the anticipated terms or at all, the other factors discussed in the "Risk Factors" section of TeraWulf's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025 and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of December 29, 2025, among FS CS I LLC, Flash Compute LLC, the guarantor party thereto and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 7.250% Senior Secured Notes due 2030. 4.2 Form of Note representing the 7.250% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 29, 2025 TERAWULF, INC. By: /s/ Patrick A. Fleury Name: Patrick A. Fleury Title: Chief Financial Officer

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