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0001083301FALSE00010833012026-08-052026-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
TERAWULF INC.
(Exact name of registrant as specified in its charter)
Delaware 001-41163 87-1909475
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
9 Federal Street
Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
(410) 770-9500
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share WULF
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.

On August 5, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the second quarter ended June 30, 2026. The Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.

On August 5, 2026, the Company posted a presentation to its website at https://investors.terawulf.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in Items 2.02 and 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.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1
99.2
104.1 Cover Page Interactive Data File (embedded within the inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements.
Statements in this Current Report on Form 8-K 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 as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “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) TeraWulf’s ability to attract additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s ability to perform under its 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) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (6) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (7) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; and (9) other risks and uncertainties detailed from time to time in TeraWulf’s filings with the Securities and Exchange Commission (“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.




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.
TERAWULF INC.
By: /s/ Patrick A. Fleury
Name: Patrick A. Fleury
Title: Chief Financial Officer
Date: August 5, 2026

EX-99.1 2 a_wulfearningsreleaseq22026.htm EX-99.1 Document

TeraWulf Reports Second Quarter 2026 Results
102 MW of revenue-generating critical IT capacity online at Lake Mariner, with an additional 336 MW under construction and delivery expected within cost and schedule guidance
Expands power-backed platform in Kentucky through ~$19 billion Anthropic lease at Justified and acquisition of the gigawatt-scale Muskie Data Campus
Agrees to monetize Abernathy Joint Venture interest for ~$530 million and reaffirms target of contracting 250–500 MW of incremental critical IT capacity annually
EASTON, Md. – August 5, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a vertically integrated owner, developer and operator of large-scale digital infrastructure, today announced its financial results for the second quarter ended June 30, 2026 and provided an update on its operations, development activities and strategic execution.
Second Quarter 2026 Financial Highlights
•Generated second-quarter revenue of $44.8 million, including $31.9 million of HPC lease revenue, representing approximately 71% of total revenue.
•Ended the quarter with approximately $3.0 billion of cash and restricted cash, maintaining substantial liquidity to fund contracted development and future growth.
Q2 2026 Operational and Development Highlights
•Operated 81 MW of revenue-generating critical IT capacity at Lake Mariner as of June 30, 2026 and completed delivery of CB-3 in early July, increasing revenue-generating capacity to 102 MW and satisfying the applicable conditions for $600 million of Google’s credit support for Fluidstack’s lease obligations to become effective.
•Continued construction of an additional 336 MW across CB-4 and CB-5. The first CB-4 data hall has entered commissioning, with phased delivery and rent commencement expected during the second half of 2026, while CB-5 remains targeted to begin phased delivery in early 2027. WULF Compute continues to progress within the Company’s previously disclosed cost guidance of $8-10 million per critical IT MW.
•Acquired the Muskie Data Campus in Eastern Kentucky and entered into electric service and related infrastructure agreements with Kentucky Power Company providing for up to 1 GW of contracted electric service.
Subsequent Events
•Entered into a 20-year data center lease with Anthropic for approximately 401 MW of critical IT capacity at the Justified Data Campus. The lease represents approximately $19 billion of contracted revenue over the initial term and up to approximately $33 billion if Anthropic exercises both five-year extension options.
•Entered into an agreement to sell the Company’s entire 50.1% interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530 million.



•Received FERC authorization for the proposed acquisition of the Morgantown generating station, clearing a significant regulatory condition toward closing and development of the up to 1 GW Chesapeake Data Campus.
Management Commentary
Paul Prager, Chairman and Chief Executive Officer of TeraWulf, commented:
“The second quarter demonstrates that TeraWulf is moving from platform formation to scaled execution. At Lake Mariner, we delivered additional contracted capacity and converted it into recurring lease revenue. In Kentucky, we established the next phase of growth through the Anthropic lease at Justified and the acquisition of the gigawatt-scale Muskie Data Campus.
These are not isolated developments. They reflect a repeatable model built around controlling power-advantaged infrastructure, securing long-duration customer contracts and delivering capacity in phases. As access to power becomes the defining constraint on AI infrastructure development, we believe our ability to combine energy expertise, infrastructure control and execution at scale will become increasingly valuable.
Our agreement to monetize Abernathy reflects the same discipline. We are prepared to realize value where appropriate and redeploy capital toward larger-scale opportunities where we have greater control over the infrastructure, customer relationship and long-term economics. Our objective is not simply to accumulate megawatts—it is to build a durable, capital-efficient platform that compounds value for shareholders."
Patrick Fleury, Chief Financial Officer of TeraWulf, added:
“The second quarter marked another meaningful step in the transformation of our financial profile, with HPC leasing representing approximately 71% of total revenue.
The delivery of CB-3 also unlocked $600 million of Google’s credit support for Fluidstack’s lease obligations. This is an important credit milestone that further strengthens the contracted revenue profile of the Lake Mariner buildout.
With substantial liquidity and access to project-level financing, we have the flexibility to complete our contracted developments and fund the next phase of growth. We remain focused on matching capital deployment to contracted demand and selectively recycling capital when doing so improves control, scale and long-term shareholder returns.”
Infrastructure Platform Expansion
TeraWulf continues to expand its national platform beyond its flagship Lake Mariner Data Campus, focusing on power-advantaged sites capable of supporting large-scale, phased HPC development.
Justified Data Campus - Hawesville, Kentucky
Justified is a large-scale HPC campus with access to up to approximately 480 MW of gross power capacity, an energized on-site substation, existing high-voltage transmission infrastructure and more than 250 buildable acres. Subsequent to quarter-end, TeraWulf entered into a 20-year lease with Anthropic for approximately 401 MW of critical IT capacity, with initial delivery expected in the second half of 2027 and full delivery expected in early 2028.



Muskie Data Campus - Grayson, Kentucky
Acquired in May 2026, Muskie comprises approximately 308 acres in Eastern Kentucky. Electric service and related infrastructure agreements with Kentucky Power Company provide for up to 1 GW of contracted electric service, with initial service expected in the fourth quarter of 2028 and phased development thereafter.
Chesapeake Data Campus - Morgantown, Maryland
Chesapeake is an existing grid-connected generation site with approximately 210 MW of operational capacity, substantial electrical infrastructure and significant long-term expansion potential. On July 29, 2026, FERC authorized the pending acquisition of the Morgantown generating station. Subject to the remaining closing conditions and required approvals, the site could support an integrated generation, energy-storage and data center campus capable of scaling to up to 1 GW, with initial data center operations currently contemplated for 2030.
New York Platform - Lake Mariner and Lake Hawkeye
In New York, TeraWulf continues to expand its flagship Lake Mariner Data Campus while advancing Lake Hawkeye as a longer-term redevelopment opportunity. In addition to the 102 MW of revenue-generating critical IT capacity and 336 MW currently under construction at Lake Mariner, the Company is pursuing 250 MW of incremental power capacity, subject to applicable interconnection approval. Lake Hawkeye encompasses approximately 183 leased acres at a former industrial site with existing electrical infrastructure and, subject to permitting and site development, has the potential to support approximately 400 MW of gross capacity, or approximately 320 MW of critical IT load, with operations not currently contemplated until approximately 2029.
Strategic Positioning
TeraWulf’s development model is focused on controlling power-advantaged infrastructure, securing long-duration, credit-supported customer contracts, aligning capital deployment with contracted demand and financing and delivering capacity in sequential phases. The Muskie acquisition, Anthropic lease and agreement to monetize the Company’s interest in the Abernathy Joint Venture demonstrate the repeatability of this model across site acquisition, customer contracting, project execution and capital recycling.
Against this backdrop, TeraWulf reaffirms its target of contracting 250 MW to 500 MW of incremental critical IT capacity annually. The Company intends to pursue that growth selectively, prioritizing opportunities with secured power, clear customer demand, scalable infrastructure and attractive risk-adjusted returns.
Investor Conference Call and Webcast
The Company will host its earnings conference call and webcast for the second quarter ended June 30, 2026, today, August 5, 2026, at 8:00 a.m. Eastern Time. The call will be available for replay in the “News & Events” section of the Company’s website at https://investors.terawulf.com/events-and-presentations/.



About TeraWulf
TeraWulf develops, owns and operates large-scale, power-backed digital infrastructure in the United States, purpose-built for high-performance computing and artificial intelligence workloads. The Company combines long-term control of land, power and interconnection infrastructure with deep in-house expertise in energy markets, infrastructure development and data center operations. TeraWulf operates the Lake Mariner Data Campus in New York and is developing and pursuing additional large-scale campuses in Kentucky, New York and Maryland. The Company also operates existing bitcoin-mining infrastructure at Lake Mariner, portions of which are being repurposed to support contracted HPC development.
Forward-Looking Statements
This press release 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 statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “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) TeraWulf’s ability to attract additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s ability to perform under its 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) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (6) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (7) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; and (9) other risks and uncertainties detailed from time to time in TeraWulf’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.



Investors:
Investors@terawulf.com

Media:
media@terawulf.com

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
(In thousands, except number of shares and par value; unaudited)
June 30, 2026 December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,619,191  $ 3,266,389 
Restricted cash 142,938  189,933 
Accounts receivable 13,202  1,212 
Digital assets 133  270 
Prepaid expenses 18,314  6,272 
Other current assets 12,726  14,197 
Total current assets 2,806,504  3,478,273 
Property, plant and equipment, net 3,600,191  1,507,699 
Equity in net assets of investee 424,062  446,008 
Goodwill 55,457  55,457 
Operating lease right-of-use asset 101,754  103,975 
Finance lease right-of-use asset 117,814  119,338 
Restricted cash 266,479  266,453 
Deferred charges 572,599  572,888 
Restricted trust investments 20,607  — 
Other assets 82,928  8,091 
TOTAL ASSETS $ 8,048,395  $ 6,558,182 
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 197,812  $ 65,139 
Accrued construction liabilities 287,461  102,582 
Accrued interest 57,292  52,775 
Other current liabilities
 159,472  74,170 
Other amounts due to related parties 664  200 
Current portion of deferred rent liability 49,682  58,184 
Current portion of operating lease liability 2,102  2,015 
Current portion of finance lease liability 2  2 



Warrant liabilities 1,816,690  844,698 
Current portion of long-term debt 90,718  46,316 
Short-term convertible notes 1,101,976  489,767 
Total current liabilities 3,763,871  1,735,848 
Deferred rent liability, net of current portion 944  23,285 
Operating lease liability, net of current portion 21,220  22,309 
Finance lease liability, net of current portion 288  289 
Long-term debt 3,019,335  3,052,240 
Convertible notes 1,001,083  1,582,788 
Deferred tax liabilities 132  76 
Other liabilities 93,994  902 
TOTAL LIABILITIES 7,900,867  6,417,737 
Commitments and Contingencies (See Note 12)
EQUITY:
Preferred stock, $0.001 par value, 100,000,000 authorized at June 30, 2026 and December 31, 2025; none issued and outstanding at June 30, 2026 and December 31, 2025; aggregate liquidation preference of $0 at June 30, 2026 and December 31, 2025 —  — 
Common stock, $0.001 par value, 950,000,000 authorized at June 30, 2026 and December 31, 2025; 522,901,181 and 444,534,694 issued at June 30, 2026 and December 31, 2025, respectively; 498,932,431 and 420,065,944 outstanding at June 30, 2026 and December 31, 2025, respectively 523  444 
Additional paid-in capital 2,656,313  1,285,202 
Treasury stock at cost, 23,968,750 and 24,468,750 at June 30, 2026 and December 31, 2025, respectively
 (148,309) (151,509)
Accumulated deficit (2,361,243) (993,692)
Total TeraWulf Inc. stockholders' equity
 147,284  140,445 
Noncontrolling interests
 244  — 
Total equity
 147,528  140,445 
TOTAL LIABILITIES AND EQUITY
$ 8,048,395  $ 6,558,182 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands, except number of shares and loss per common share)
Three Months Ended June 30,
Six Months Ended June 30,
2026 2025 2026 2025
Revenue:



Digital asset revenue $ 12,835  $ 47,636  $ 25,825  $ 82,041 
HPC lease revenue 31,932  —  52,954  — 
Total revenue 44,767  47,636  78,779  82,041 
Costs and expenses:
Cost of revenue (exclusive of depreciation shown below) 12,400  22,094  14,761  46,647 
Operating expenses 21,705  2,039  30,721  3,183 
Operating expenses – related party 1,733  1,475  3,919  3,223 
Selling, general and administrative expenses 112,411  9,996  240,016  56,569 
Selling, general and administrative expenses – related party 14,529  4,292  14,688  7,863 
Depreciation 21,241  18,786  49,718  34,360 
Loss (gain) on fair value of digital assets, net
 799  (887) 1,452  (17)
Change in fair value of contingent consideration
 —  1,600  —  1,600 
Impairment of property, plant, and equipment —  25,697  — 
Loss on disposals of property, plant, and equipment 399  3,831  399  3,831 
Total costs and expenses 185,217  63,226  381,371  157,259 
Operating loss (140,450) (15,590) (302,592) (75,218)
Interest expense (56,389) (4,012) (123,460) (8,061)
Change in fair value of warrants
 (755,667) —  (971,992) — 
Loss on extinguishment of debt (7,116) —  (7,116) — 
Interest income
 28,956  1,232  58,367  3,491 
Other income
 930  —  930  — 
Loss before income tax and equity in net loss of investee
 (929,736) (18,370) (1,345,863) (79,788)
Income tax provision
 (28) —  (56) — 
Equity in net loss of investee, net of tax
 (11,063) —  (22,611) — 
Net loss (940,827) (18,370) (1,368,530) (79,788)
Less: net loss attributable to noncontrolling interests
 (910) —  (979) — 
Net loss attributable to TeraWulf Inc
 $ (939,917) $ (18,370) $ (1,367,551) $ (79,788)
Loss per common share:
Basic and diluted $ (1.94) $ (0.05) $ (3.01) $ (0.21)



Weighted average common shares outstanding:
Basic and diluted 485,734,901  386,895,095  454,540,588  385,032,650 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands; unaudited)

Six Months Ended June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,368,530) $ (79,788)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt issuance costs, commitment fees and accretion of debt discount 23,000  1,215 
Related party expense settled with respect to common stock —  2,375 
Stock-based compensation expense 185,357  39,978 
Stock-based charitable contribution
 14,390  — 
Depreciation 49,718  34,360 
Accretion of asset retirement obligations
 435  — 
Change in asset retirement obligations estimate
 15  — 
Amortization of right-of-use asset 3,745  1,435 
Revenue recognized from digital assets mined and hosting services (25,825) (82,041)
Loss (gain) on fair value of digital assets, net
 1,452  (17)
Change in fair value of contingent consideration —  1,600 
Impairment of property, plant, and equipment 25,697  — 
Loss on disposals of property, plant, and equipment 399  3,831 
Change in fair value of warrants
 971,992  — 
Loss on extinguishment of debt 7,116  — 
Deferred income tax provision
 56  — 
Other income
 (43) — 
Equity in net loss of investee, net of tax 22,611  — 
Changes in operating assets and liabilities:
Increase in accounts receivable (12,123) (544)
Increase in prepaid expenses
 (12,042) (3,259)
Increase in other current assets
 (7,416) (1,027)
Decrease in deferred charges
 289  — 
Decrease (increase) in other assets
 5,348  (7,700)
Increase in accounts payable
 5,584  355 
(Decrease) increase in accrued interest and other current liabilities
 (12,394) 1,770 
Increase (decrease) in other amounts due to related parties
 464  (750)



(Decrease) increase in deferred rent liability
 (30,843) 90,000 
Decrease in operating lease liability (1,003) (43)
Decrease in other liabilities
 (1,749) (73)
Net cash (used in) provided by operating activities
 (154,300) 1,677 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and deposits on plant and equipment (1,378,514) (213,629)
Proceeds from sales of property, plant and equipment 68  1,882 
Cash paid for asset acquisition
 (231,350) — 
Acquisition of a business, net of cash acquired —  (2,731)
Purchase of securities
 (20,563) — 
Proceeds from sale of digital assets 24,643  82,382 
Net cash used in investing activities (1,605,716) (132,096)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term debt, net of issuance costs paid of $7,250 and $0
 92,750  — 
Repayment of short-term debt (100,075) — 
Payment of debt issuance costs for revolving credit facility (2,145) — 
Proceeds from issuance of common stock, net of issuance costs paid of $35,864 and $0 1,199,820  — 
Proceeds from exercise of warrants 7,038  — 
Purchase of treasury stock —  (33,292)
Payments of tax withholding related to net share settlements of stock-based compensation awards (131,539) (18,936)
Net cash provided by (used in) financing activities
 1,065,849  (52,228)
Net change in cash and cash equivalents (694,167) (182,647)
Cash, cash equivalents and restricted cash at beginning of period 3,722,775  274,065 
Cash, cash equivalents and restricted cash at end of period $ 3,028,608  $ 91,418 
Cash paid during the period for:
Interest $ 131,072 $ 7,114
Income taxes $ — $ —


Non-GAAP Measure
The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company defines non-GAAP “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, accretion of asset retirement obligations, related party expenses settled with respect to Common Stock and stock-



based charitable contribution to The TeraWulf Charitable Foundation 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) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture; (iv) interest income and other income for which management believes are not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment which are not reflective of the Company’s general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities.
Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP Adjusted EBITDA, management believes that Adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. 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). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants.
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. 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. 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 condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP.



The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable U.S. GAAP measure (i.e., net loss) for the periods indicated (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net loss attributable to TeraWulf, Inc
 $ (939,917) $ (18,370) $ (1,367,551) $ (79,788)
Net loss attributable to non-controlling interest
 (910) —  (979) — 
Net loss
 (940,827) (18,370) (1,368,530) (79,788)
Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA:
Equity in net loss of investee, net of tax 11,063 — 22,611 —
Income tax provision
 28 — 56 —
Other income
 (930) — (930) —
Interest income
 (28,956) (1,232) (58,367) (3,491)
Loss on extinguishment of debt 7,116 — 7,116 —
Change in fair value of warrants
 755,667 — 971,992 —
Interest expense 56,389 4,012 123,460 8,061
Loss on disposals of property, plant, and equipment 399 3,831 399 3,831
Impairment of property, plant, and equipment — — 25,697 —
Change in fair value of contingent consideration
 — 1,600 — 1,600
Depreciation 21,241 18,786 49,718 34,360
Accretion of asset retirement obligations
 267 — 435 —
Amortization of right-of-use asset 1,874 750 3,745 1,435
Stock-based compensation expense 83,939 1,304 185,357 39,978
Stock-based charitable contribution
 14,390 — 14,390 —
Related party expense settled with respect to common stock — 2,375 — 2,375
Acquisition-related transaction costs — 1,475 438 1,475
Non-GAAP Adjusted EBITDA $ (18,340) $ 14,531 $ (22,413) $ 9,836



EX-99.2 3 terawulfq22026investorpr.htm EX-99.2 terawulfq22026investorpr
THE POWER OF INFRASTRUCTURE Q2 2026 BUSINESS UPDATE AUGUST 5, 2026 Q2

 
SAFE HARBOR STATEMENT SAFE HARBOR This presentation is for informational purposes only and contains forward - looking statements within the meaning of the “safe har bor” 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 statements, other than statements of historical fact, are statements that could be deemed forward -looking statements. In addition, forward -looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “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 t hat 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 material ly from those expressed or implied by forward -looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) TeraWulf’s ability to attract additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost es timates; (3) operational risks associated with its data centers and TeraWulf’s ability to perform under its existing data center lease agreements; (4) failure to obtain adequate financing on a timely basi s and/or on acceptable terms with regard to expansion or existing operations ; (5) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (6) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (7) the pot ential of cybercrime, money -laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break -down, physical disaster, data security breac h, computer malfunction or sabotage (and the costs associated with any of the foregoing) ; (8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow our busi ness and operations; and (9) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potent ial investors, stockholders and other readers are cautioned not to place undue reliance on these forward -looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward - looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full disc ussion of risks and uncertainties associated with forward - looking statements and the discussion of risk factors contained in the Company’s filin gs with the SEC, which are available at www.sec.gov. This presentation contains references to certain non -GAAP financial measures. For definitions of terms including, but not limite d to, “Adjusted EBITDA,” and a detailed reconciliation between the non-GAAP financial results presented in this presentation and the corresponding GAAP measures, please refer to the Appendix of t his presentation. 2

 
WULF INVESTMENT CASE Power is the primary constraint in AI infrastructure growth WULF controls scalable, power - advantaged sites across key markets Positioned to partner with utilities as interconnection dynamics evolve Long - term, credit - backed contracts drive stable, recurring cash flows Platform supports a target of 250 – 500 MW of annual contracted capacity growth 01 02 03 04 05 Power is the constraint. We control it. WULF OVERVIEW Best - in- class management team06 3

 
WULF PLATFORM SNAPSHOT Scaled, disciplined platform positioned for multi -year growth POWER 01 839 MW Leased capacity GROWTH 02 2.1 GW Controlled pipeline across 5 sites CUSTOMERS 03 ~$27 B+ Contracted revenue CASH FLOW 04 ~$1.5B Average annual NOI EXPANSION 05 250 -500 MW Annual capacity signings targeted Long-term, credit-backed contracts 10-20-year lease terms Hyperscaler-grade infrastructure Capacity figures represent critical IT load. Pipeline capacity includes Chesapeake Data, the acquisition of which is pending closing and regulatory approvals. WULF OVERVIEW 4

 
WULF PLAYBOOK Repeatable, scalable infrastructure engine CONTROL POWER + CONTRACT CAPACITY 10-20-year HPC leases 250-500 MW annually BUILD DATA CENTERS Standardized design + serial delivery Tenant -aligned deployment GENERATE NOI Long -term contracted revenue Low-teens yield on cost FINANCE CAPACITY Senior secured amortizing debt during construction Callable in short-term REFINANCE / DELIVER Long -duration, bullet maturity infra debt ~4.5x stabilized leverage REINVEST IN GROWTH Capital recycled for next contracted capacity EQUITY VALUE CREATION Cash flow and value unlock realized at parent Ownership Alignment ~25% insider ownership Mgmt , Board, and affiliates Operating Engine Capital Engine Illustrative Capital Formation 250 - 500 MW critical IT @ $10 - 12M/MW = $2.5B - $6.0B Stabilized Economics ~85% target NOI margin on contracts WULF OVERVIEW 5

 
STRATEGIC CAMPUS LOCATIONS Portfolio of powered digital infrastructure (critical IT load). WULF is a leader in monetizable critical IT scale . ➢ Target design PUE of 1.25 supporting greater critical IT capacity and operating efficiency per MW of gross power OPERATIONS z Pipeline Sites Total Planned Critical IT Capacity: ~2,082 MW Contracted Sites Total Contracted Critical IT Capacity: ~ 839 MW ~320 MW 2029 Total Critical IT Delivery Lake Hawkeye Lansing, NY Chesapeake Data & Energy (1) Charles County, MD ~800 MW 2030 Total Critical IT Delivery Muskie Data Grayson, KY ~800 MW Expansion potential at Muskie ~800 MW 2028 – 2030 Total Critical IT Delivery Lake Mariner Data Barker, NY Total Critical IT Contract #1 Contracted Delivery Customer Contract #2 Contracted Delivery Customer 600 MW (2) 60 MW Jul ’25 – Mar ’26 378 MW Jun ‘26 – Mar ’27 Justified Data Hawesville, KY Total Critical IT Contract #3 Contracted Delivery Customer 401 MW 401 MW Q4 ’ 27 – 1Q ’28 2,921 MW 3,630 MWTotal Platform (Gross) Total Platform (Critical IT) 6(1) Chesapeake Data acquisition pending closing and regulatory approvals. (2) Total Critical IT at Lake Mariner Data of 600 Critical MW includes 438 MW of contracted critical IT and 162 MW in the pipeline. Lake Mariner Data Barker, NY 162 MW 2029 Total Critical IT Delivery

 
EXECUTION DEFINES 2026 Deliver Capacity | Secure Leases | Advance Pipeline 102 MW Energized and Generating Lease Revenue as of July 2026 438 MW of Contracted Capacity Targeted for Energization by 1H27 CB - 3 Operational (Lake Mariner Data) CB - 4 and CB - 5 Progressing Toward Phased Delivery in 2H26/1Q27 Executed 401 MW Anthropic Lease at Justified Data Campus Entered into Agreement to Sell Abernathy JV Interest for $530M OPERATIONS Acquired Muskie and Secured 1 GW of Contracted Electric Service 7

 
SERIAL DELIVERY MODEL Proven ability to deliver critical IT capacity sequentially at scale ➢ WULF Den (2 MW) ➢ CB - 1 (16 MW) ➢ CB - 2A (21 MW) ➢ CB - 2B (21 MW) ➢ CB - 3 (42 MW) DELIVERED UNDER CONSTRUCTION CONTROLLED PIPELINE ➢ CB - 4 (168 MW, 2H26) ➢ CB - 5 (168 MW, Q127) ➢ Hawesville (401 MW, 2H27 – 1H28) ➢ Lake Mariner (162 MW) ➢ Lake Hawkeye (320 MW) ➢ Muskie (800 MW) ➢ Chesapeake Data (800 MW) (1) Capacity figures represent critical IT MWs. (1) Chesapeake Data acquisition pending closing and regulatory approvals. 102 MW 737 MW 2,082 MW Q2 2026 INVESTOR UPDATE OPERATIONS 8

 
POWER IS THE CONSTRAINT – AND WE CONTROL IT Strategic utility partnerships and power -secured campuses provide a differentiated path to large -scale AI infrastructure development THE CONSTRAINT OUR ADVANTAGE ➢ Brownfield Redevelopment • Repurpose legacy industrial sites • Proven redevelopment and interconnection track record ➢ Power Market Expertise • 30+ years in power development • Deep expertise in grid dynamics • Established utility relationships ➢ Integrated Generation, Storage and Load Strategy • Control scalable, power - ready sites • Develop net generator campuses (e.g., Chesapeake) ➢ Interconnection queues backlogged ➢ Transmission capacity limited ➢ New generation needed to support demand ➢ New entrants face limited grid access ➢ Accelerated time to power ➢ De - risked, sequential delivery ➢ Alignment with hyperscaler and utility requirements WHAT THAT ENABLES OPERATIONS 9

 
MULTI-YEAR DEVELOPMENT RUNWAY Platform capacity to support 250 –500 MW of annual critical IT signings OPERATIONS 60 60 60 60 60 378 378 378 378 378 401 401 401 401 401 250 500 750 1,000 250 500 750 1,000 2026 2027 2028 2029 2030 Core42 (LMD) Fluidstack (LMD) Anthropic (Hawesville) Development - Low End Development - High End 1.1 – 1.4 GW 1.4 – 1.8 GW 1.6 – 2.3 GW 0.8 GW 1.8 – 2.8 GW ✓ Multi - year visibility into contracted capacity growth ✓ Multiple pathways to scalable growth Leased Capacity + Pipeline Contracted Capacity 839 MW LMD Expansion 162 MW Lake Hawkeye 320 MW Chesapeake Data 800 MW Muskie Data 800 MW ~2.9 GW Capacity figures represent critical IT MWs. Future deployment figures assume an incremental 250-500 MW annually and are subject to customer demand and regulatory approvals for power draw beyond existing interconnection agreements. 10

 
Q2 2026 SNAPSHOT – FINANCIAL TRANSITION Transition to recurring, contracted revenue Financial Metric Q2 2026 Commentary Revenue $44.8M ➢ 52% increase in HPC revenue QoQ with digital asset revenue roughly flat Gross HPC Lease Revenue $31.9M ➢ >70% of total Q2 2026 revenue Adjusted EBITDA 1 $(18.3)M ➢ Reflects higher SG&A (ex SBC) and operating costs as contracted HPC capacity ramps Cash, Cash Equivalents, and Restricted Cash $3.0B ➢ Cash balance as of June 30, 2026 Net Debt 2 $2.7B ➢ $2.5B Convertible Notes @ TeraWulf ➢ $3.2B Senior Secured Notes @ WULF Compute (1) Adjusted EBITDA is a non-GAAP financial measure; see Appendix for reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net loss, and an explanation of this measure. (2) Net debt is calculated as total debt of $5.7 billion (comprising $2.5 billion of Convertible Notes at TeraWulf, $3.2 billion of Senior Secured Notes at WULF Compute) less $2.6 billion of cash and cash equivalents, $0.1 billion of restricted cash, and $0.3 billion of long-term restricted cash. ➢ HPC now >70% of revenue ➢ Intentional transition toward contracted HPC revenue ➢ Revenue increasingly driven by long - term contracted cash flows ➢ Credit - backed counterparties enhance predictability and durability ➢ High - margin infrastructure economics emerging at scale ➢ Capital structure aligned with long - duration contracted assets FINANCIALS 11

 
➢ Power - controlled platform with regional diversity ➢ Contract - first development model ➢ Proven execution at scale ➢ Long - duration contracted cash flows ➢ Positioned for next phase of AI infrastructure growth ➢ Best - in- class management team Lake Mariner Lake Hawkeye Chesapeake Data & Energy (1) Justified Data Muskie Data WHY TERAWULF Multi - regional HPC infrastructure platform positioned across key U.S. power markets 12(1) Chesapeake Data acquisition pending closing and regulatory approvals.

 
EXECUTION DEMONSTRATES A REPEATABLE PLATFORM Continued execution on key commercial milestones OPERATIONS EXECUTE Lake Mariner VALIDATE Anthropic RECYCLE CAPITAL Abernathy REINVEST Muskie ➢ Delivered 102 MW of revenue - generating capacity ➢ Additional 336 MW coming online through 1H27 ➢ Demonstrates repeatable execution ➢ Secures 20+ year high - credit customer ➢ Validates data center commercialization model ➢ Generates long - term contracted cash flows (~$19B) 1 ➢ Entered into an agreement to monetize mature investment at attractive return (~20% IRR) ➢ ~$530MM of proceeds to support platform growth ➢ Deploys capital into next strategic campus (1 GW) ➢ Phase I targeted to deliver ~500 MW in late 2028 ➢ Establishes utility - supported path to 1 GW of power capacity ➢ Next platform for long - term contracted cash flow (1) ~$33B of total revenue over 30-years, which includes two five-year extension options Repeatable model of developing power - secured digital infrastructure, securing long - term contracted customers & recycling capital into future growth 13

 
LAKE MARINER LEASE AMENDMENTS RESULT IN +$500M IN REVENUE OVER TERM Executed on July 5th, 2026: WULF Contributing ~$150 Million to Fund Tenant Fit -Out Costs Incurred Through June 30, 2026 (1) FINANCIALS Date Shift Rent Shift CB - 3 Q2’26 Monthly TFO Rent Increase Q2 - Q3’26 +~$60MM Revenue (Over 10 - Year Lease) CB - 4 Q3’26 +6 MW of Critical IT & Monthly TFO Rent Increase Q3 – Q4’26 +~$220MM Revenue (Over 10 - Year Lease) CB - 5 Q4’26 +6 MW of Critical IT & Monthly TFO Rent Increase Q1’27 +~$225MM Revenue (Over 10 - Year Lease) • Customer - approved schedule shifts for tenant design & fit - out • No schedule delay penalties to WULF • Rent shift reflects tenant - requested fit - out costs, rentalized over the lease term • Incremental critical IT reflects capacity change from Feb 2026 (1) Any Tenant Fit-Out incurred after July 5, 2026, is paid by the tenant in cash plus a modest margin as outlined in the amendments. 14

 
APPENDIX 15

 
SOURCING AND EVALUATION OF POTENTIAL SITES 30+ years of experience driving disciplined site acquisition Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Infrastructure & Regulatory Screening Feasibility & Commercial Assessment Active Pursuit & Final Diligence Phase I 500 MW to 5 GW Identify areas where infrastructure fundamentals align ✓ Proximity to generation and transmission ✓ Regional grid strength ✓ Land use and zoning compatibility ✓ State and utility regulatory environment Phase II 100 - 300 sites Remove speculative or constrained sites ✓ Interconnection capacity and cost ✓ Market and pricing dynamics ✓ Fiber availability and latency routes ✓ Community receptivity Phase III 10 - 15 aligned sites Quantify buildability and alignment with strategic objectives ✓ Engineering , supply chain, and grid diligence ✓ Environmental and permitting assessments ✓ Stakeholder alignment ✓ Time to power Phase IV 3 - 5 pursued sites De - risk and advance high - confidence opportunities ✓ Land control ✓ Power agreement negotiations ✓ Final economic validation and stakeholder signoff Refined subset of locations technically and politically possible Comprehensive inventory of viable locations for screening Clear visibility into cost and execution risk <1% advance to development APPENDIX 16

 
JUSTIFIED DATA: LEASED Hawesville, KY | 480 MW Campus in MISO 401 MW LEASED CRITICAL IT CAPACITY ➢ Strong state and community support ➢ Recognized economic anchor project for the State EXPANSION OPTIONALITY ➢ 401 MW of critical IT capacity leased to Anthropic July 2026 ➢ Generates long - term contracted cash flows ~$19B over 20 - year lease term ➢ Lease includes 2 5 - year extensions ➢ Energized substation, high - voltage lines and regional transmission access ➢ Targeting delivery between 2H 2027 and 1H 2028 OVERVIEW APPENDIX ➢ Additional scalable capacity ➢ Grid - powered or on - site gen LOCAL ALIGNMENT 17

 
MUSKIE DATA: NEXT PHASE OF PLATFORM GROWTH Grayson, KY | 1,000 MW Campus in PJM ➢ 1+ GW Eastern Kentucky AI / HPC development campus ➢ Within EastPark Industrial Park with ~300 owned / controlled acres ➢ Initial 500 MW ramp targeted for Q4 2028 ➢ Second 500 MW phase targeted for 2030 ➢ 345 kV substation tied to existing 765 kV transmission network SITE OVERVIEW 1 GW+ UTILITY POWER 345 / 765 kV TRANSMISSION BACKBONE Q4 2028 INITIAL RAMP TARGET APPENDIX *Located within proximity to major Midwest and Southeast metros 18

 
CHESAPEAKE DATA: THE POWER + LOAD DIFFERENTIATOR Morgantown, MD | Net Generator Campus in PJM ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load PHASE I ➢ Former coal - generation campus in NoVA corridor ➢ 210 MW of current generation capacity ➢ Designed to be a net contributor to Maryland grid reliability ➢ Active engagement with Maryland stakeholders GENERATION + STORAGE + LOAD INTEGRATION 1 GW ON- SITE GENERATION 1 GW DATA CENTER LOAD 500 MW BATTERY STORAGE ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load PHASE II APPENDIX (1) Chesapeake Data acquisition pending closing and regulatory approvals. 19

 
CAPITAL STRUCTURE Funded platform with substantial liquidity ($ in billions) As of June 30, 2026 (1) Excludes $250M of proceeds received in early July for first payment (of three) of Abernathy JV exit. Pro forma cash was ~$1.4B. (2) Excludes tenant-fit-out expenses funded by parent and recouped through increased rent from tenant. Cash (1) Convertible Notes $1.2 $2.5 50.1% Ownership WULF Compute (NY / NYISO) Cash DSRA + IDC Adjusted Cash Capex Spend (2) Capex Spend Remaining (2) Senior Secured Notes $1.9 (0.4) $1.5 $2.3 $1.7 $3.2 $1,479 (100) (225 TBD $268 $1,087 $1,300 Chesapeake Data (MD / PJM) $1,479 (100) (225) TBD $268 $1,087 $1,300 Lake Hawkeye (NY / NYISO) FUNDED PLATFORMS TBD Justified Data (KY / MISO) APPENDIX 20 Flash Compute (TX / SPP) Cash HoldCo LockBox DSRA + IDC + LOC Adjusted Cash Capex Spend Capex Spend Remaining Senior Secured Notes $1.1 (0.1) (0.2) $0.8 $0.7 $0.6 $1.3 DEVELOPMENT PLATFORMS MONETIZED THROUGH SALE OF JV INTEREST

 
93% 4%3% WULF COMPUTE CONSTRUCTION CAPEX SUMMARY COMMITTED CAPEX TOP 5 REMAINING CAPEX 2 REMAINING CAPEX ADJUSTED COMMITTED CAPEX WULF Compute 1 CB - 3 CB - 4 CB - 5 (1) Includes La Lupa (CB-2) and Akela (CB-3 + CB-4 + CB-5) (2) Reflects the next five largest outstanding equipment purchase orders for each building, many of which have purchase orders in hand. APPENDIX ~90% of WULF Compute construction capex secured 84% 6% 10% 83% 6% 11% 81% 7% 12% 21

 
WULF QUARTERLY PERFORMANCE $23.7 $5.9 $10.2 ($0.1) $5.0 $0.8 $15.2 $21.4 3Q25 4Q25 1Q26 2Q26 Mining Margin HPC Margin Non-GAAP Segment Margin ($M) (1) $18.1 ($51.1) ($4.1) ($18.3) 3Q25 4Q25 1Q26 2Q26 Non-GAAP Adjusted EBITDA ($M) (2) (1) Calculated as Revenue less Cost of Revenue (exclusive of depreciation, inclusive of demand response proceeds) and Operating Expenses. (2) Adjusted EBITDA is a non-GAAP financial measure; see Appendix for reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net loss, and an explanation of this measure. (3) HPC Segment Margin adjusted for $1.2 million of tenant fit-out revenue and associated costs, and $4.1 million of development and pre-revenue operating costs. (4) HPC Segment Margin adjusted for $2.1 million of tenant fit-out revenue and associated costs, $3.5 million of pre-revenue operating costs at WULF Compute, and $2.1 million of development costs. (5) HPC Segment Margin adjusted for $2.8 million of tenant fit-out revenue and associated costs, $6.8 million of pre-revenue operating costs at WULF compute, and $6.0 million of development costs across our portfolio of uncontracted development sites. (3) (4) APPENDIX 22 Unaudited (5)

 
STATEMENT OF OPERATIONS APPENDIX 23 Three Months Ended June 30, 2026 2025 Revenue Digital asset revenue 12,835 47,636 HPC lease revenue 31,932 — Total revenue 44,767 47,636 Costs and expenses: Cost of revenue (exclusive of depreciation shown below) 12,400 22,094 Operating expenses 21,705 2,039 Operating expenses – related party 1,733 1,475 Selling, general and administrative expenses 112,411 9,996 Selling, general and administrative expenses – related party 14,529 4,292 Depreciation 21,241 18,786 Loss (gain) on fair value of digital assets, net 799 (887) Change in fair value of contingent consideration — 1,600 Impairment of property, plant, and equipment — — Loss on disposals of property, plant, and equipment 399 3,831 Total costs and expenses 185,217 63,226 Operating loss (140,450) (15,590) Interest expense (56,389) (4,012) Change in fair value of warrants (755,667) — Loss on extinguishment of debt (7,116) — Interest income 28,956 1,232 Other income 930 — Loss before income tax and equity in net loss of investee (929,736) (18,370) Income tax provision (28) — Equity in net loss of investee, net of tax (11,063) — Net loss (940,827) $ (18,370) Less: net loss attributable to noncontrolling interests (910) — Net loss attributable to TeraWulf Inc $ (939,917) $ (18,370) Loss per common share: Basic and diluted $ (1.94) $ (0.05) Weighted average common shares outstanding: Basic and diluted 485,734,901 386,895,095 Note: All values in thousands except number of shares and loss per common share. Unaudited

 
BALANCE SHEET APPENDIX 24 June 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,619,191 3,266,389 Restricted cash 142,938 189,933 Accounts receivable 13,202 1,212 Digital assets 133 270 Prepaid expenses 18,314 6,272 Other current assets 12,726 14,197 Total current assets $ 2,806,504 $ 3,478,273 Property, plant and equipment, net 3,600,191 1,507,699 Equity in net assets of investee 424,062 446,008 Goodwill 55,457 55,457 Operating lease right-of-use asset 101,754 103,975 Finance lease right-of-use asset 117,814 119,338 Restricted cash 266,479 266,453 Deferred charges 572,599 572,888 Restricted trust investments 20,607 — Other assets 82,928 8,091 TOTAL ASSETS $ 8,048,395 $ 6,558,182 LIABILITIES AND EQUITY June 30, 2026 December 31, 2025 CURRENT LIABILITIES: Accounts payable $ 197,812 $ 65,139 Accrued construction liabilities 287,461 102,582 Accrued interest 57,292 52,775 Other current liabilities 159,472 74,170 Other amounts due to related parties 664 200 Current portion of deferred rent liability 49,682 58,184 Current portion of operating lease liability 2,102 2,015 Current portion of finance lease liability 2 2 Warrant liabilities 1,816,690 844,698 Current portion of long-term debt 90,718 46,316 Short-term convertible notes 1,101,976 489,767 Total current liabilities $ 3,763,871 $ 1,735,848 Deferred rent liability, net of current portion 944 23,285 Operating lease liability, net of current portion 21,220 22,309 Finance lease liability, net of current portion 288 289 Long-term debt 3,019,335 3,052,240 Convertible notes 1,001,083 1,582,788 Deferred tax liabilities 132 76 Other liabilities 93,994 902 TOTAL LIABILITIES $ 7,900,867 $ 6,417,737 EQUITY: Preferred stock — — Common stock 523 444 Additional paid-in capital 2,656,313 1,285,202 Treasury stock (148,309) (151,509) Accumulated deficit (2,361,243) (993,692) Total TeraWulf Inc. stockholders’ equity 147,284 140,445 Noncontrolling interests 244 — Total equity 147,528 140,445 TOTAL LIABILITIES AND EQUITY $ 8,048,395 $ 6,558,182 Note: All values in thousands. Unaudited

 
ADJUSTED EBITDA Note: All values in thousands. The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“GAAP”). The Company's management uses Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items that it believes does not reflect the Company's ongoing strategic business operations. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Loss. The Company defines non-GAAP “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, accretion of asset retirement obligations, related party expenses settled with respect to Common Stock and stock- based charitable contribution to The TeraWulf Charitable Foundation 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) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture; (iv) interest income and other income for which management believes are not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment which are not reflective of the Company’s general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities. For additional information on Adjusted EBITDA, see the discussion under the heading “Non-GAAP Measure” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended June 30, 2026, which we expect to file with the SEC on or around the date of this presentation. APPENDIX 25 RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Net loss attributable to TeraWulf, Inc. $ (939,917) (18,370) Net loss attributable to non-controlling interest (910) — Net loss $ (940,827) $ (18,370) Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: Equity in net loss of investee, net of tax 11,063 — Income tax provision 28 — Other income (930) — Interest income (28,956) (1,232) Loss on extinguishment of debt 7,116 — Change in fair value of warrants 755,667 — Interest expense 56,389 4,012 Loss on disposals of property, plant, and equipment 399 3,831 Impairment of property, plant, and equipment — — Change in fair value of contingent consideration — 1,600 Depreciation 21,241 18,786 Accretion of asset retirement obligations 267 — Amortization of right-of-use asset 1,874 750 Stock-based compensation expense 83,939 1,304 Stock-based charitable contribution 14,390 — Related party expense settled with respect to common stock — 2,375 Acquisition-related transaction costs — 1,475 Non-GAAP Adjusted EBITDA $ (18,340) $ 14,531 Unaudited

 
TERAWULF CAPITALIZATION TABLE As of August 4, 2026 Note: Units in thousands. (1) Dilution figures assume principal of $500M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method). (2) Dilution figures assume principal of $1,000M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method). (3) Dilution figures assume principal of $1,025M is repaid in cash. APPENDIX 26 Outstanding 16.00$ 18.00$ 20.00$ 22.00$ 24.00$ 26.00$ 28.00$ 30.00$ Common Stock 498,969 498,969 498,969 498,969 498,969 498,969 498,969 498,969 498,969 2030 Convertible Notes 11,792 17,034 21,226 24,657 27,516 29,935 32,008 33,805 2031 Convertible Notes - - 4,989 11,850 17,567 22,405 26,552 30,146 2032 Convertible Notes - - 161 4,820 8,702 11,988 14,803 17,244 Warrants to Purchase Common Stock $0.010 Exercise Price 73,580 73,534 73,539 73,543 73,547 73,549 73,552 73,554 73,555 $1.000 Exercise Price 1,287 1,207 1,216 1,223 1,229 1,233 1,238 1,241 1,244 $1.925 Exercise Price 2,837 2,496 2,534 2,564 2,589 2,609 2,627 2,642 2,655 Subtotal 77,704 77,236 77,288 77,330 77,364 77,392 77,416 77,437 77,455 Omnibus Incentive Plan Equity Awards - Unvested 36,181 36,181 36,181 36,181 36,181 36,181 36,181 36,181 36,181 Estimated Diluted Share Count 612,854 624,178 629,471 638,855 653,840 666,327 676,893 685,950 693,799 Estimated Diluted Shares at Various Share Prices (Based on the Treasury Method) (1) (2) (3)

 
“We said we would transition this company into a scaled power -backed AI infrastructure platform, and we did." 27