TERAWULF INC. files 8-K: results of operations, Regulation FD disclosure, other material event
Item 2.02 Results of Operations and Financial Condition.
On April 14, 2026, TeraWulf Inc. (“TeraWulf”
or the “Company”) issued a press release announcing its preliminary financial results for the first quarter ended March 31,
“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of TeraWulf under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
On April 14, 2026, TeraWulf announced that it intends to offer for sale to the public $800.0 million of shares of its common stock, par value $0.001 per share (“Common Stock”).
TeraWulf intends to grant the underwriters of the offering a 30-day option to purchase up to an additional $120.0 million of shares of
as Exhibit 99.2 and is incorporated herein by reference.
of that Section and shall not be deemed to be incorporated by reference into any filing of TeraWulf under the Exchange Act or the Securities
Act, except as shall be expressly set forth by specific reference in such filing.
On April 14, 2026, TeraWulf issued a press release announcing it has received allocations in respect of a senior secured revolving credit facility in an aggregate principal amount of $250
Quarter 2026 Financial Results
Received
Allocations for Revolving Credit Facility of Up to $250 Million From Leading Global Financial Institutions
EASTON, Md., April 14, 2026 (GLOBE NEWSWIRE) -- TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), an owner, developer and operator of energy-advantaged digital infrastructure purpose-built for high-performance computing (“HPC”) and artificial intelligence (“AI”), today announced preliminary financial results for the first quarter ended March 31, 2026.
Preliminary Financial Results for First Quarter 2026
The Company expects first quarter 2026 revenue to be between $30 million and $35 million, and adjusted EBITDA to be between
$0 million and $3 million .
Company had cash, cash equivalents and restricted cash of $3.1 billion and total debt of $5.8 billion, comprised of $2.5 billion of convertible notes at TeraWulf, $3.2 billion of senior secured notes at WULF Compute LLC, and $100 million of delayed-draw bridge loans at TeraWulf’s
Kentucky subsidiaries.
Operational and Financial
Updates TeraWulf has received allocations for a revolving credit facility (the “Facility”) of up to $250 million, subject to negotiation of and finalizing documentation and other closing conditions. The Facility is expected to mature in April 2030, and to be secured by substantially all assets of TeraWulf and certain of its subsidiaries, subject to certain exceptions. The Facility is expected to enhance liquidity and support working capital. Morgan Stanley Senior Funding, Inc. is engaged as Administrative Agent, Lead
Arranger, and Lead Bookrunner for the Facility.
With this enhanced liquidity position, the Company expects to have sufficient capital to fund the equity component of its previously announced Kentucky data center development and to support its near-term capital requirements.
Operationally, TeraWulf continues to execute on its buildout. As of March 31, 2026, TeraWulf had fully delivered CB-2, with all Core42 capacity across the Wulf Den, CB-1 and CB-2 generating revenue.
Leadership Commentary “Our preliminary results reflect a business that has effectively transitioned to long-term, credit-enhanced revenues,” said Patrick
Fleury, Chief Financial Officer of TeraWulf . “With more than 50% of first quarter 2026 revenue derived from HPC hosting, and additional compute capacity expected to come online in the second quarter and throughout the remainder of the year, we expect our revenue mix to continue shifting toward stable, contracted HPC hosting revenues backed by investment-grade counterparties.”
“Securing a broadly syndicated revolving credit facility represents a meaningful step forward in the evolution of our business model and capital structure. The Facility underscores the strength of our platform and growing confidence in our long-term strategy from leading global financial institutions.”
Preliminary Results Notice
These preliminary results should not be viewed as a substitute for the Company’s full first quarter financial statements and do not present all information necessary for a complete understanding of financial performance. TeraWulf expects to release full first quarter results in May
Non-GAAP Financial Information
To provide investors with additional information in connection with our results, as determined in accordance with generally accepted accounting principles in the
United States (“GAAP”), we disclose Adjusted EBITDA as a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The Company has not provided reconciliations of preliminary Adjusted EBITDA to the most comparable GAAP measure of net income/(loss), as such reconciliation would be potentially misleading and not practicable. This is due to the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income/(loss), including but not limited to asset impairments and income tax valuation adjustments, that cannot be calculated at this time without unreasonable effort. Reconciliations of this non-GAAP measure to the most comparable GAAP measure for historical periods are available in the Company’s quarterly earnings conference call presentations, accessible on the investor section of the Company’s website at www.terawulf.com/investors.