TERAWULF INC. files 424B5: prospectus (424B)
The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated April 14, 2026
PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2026)
TeraWulf Inc. is offering $800,000,000 of shares of its common stock, par value $0.001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus.
We intend to use the net proceeds of this offering to finance a portion of the cost of construction of a data center at our site in Hawesville, Kentucky (the “Hawesville Site”), including repayment in full of amounts outstanding under our Bridge Credit Facility (as defined herein), for future site acquisitions and for general corporate purposes. See “Use of Proceeds.”
Our Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “WULF.” On April 13, 2026, the last reported sale price of our Common Stock on Nasdaq was $19.45 per share.
See “Risk Factors” beginning on page S-10 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement to read about factors you should consider before buying shares of our Common Stock.
Per Share Total Public offering price (1) $ $
Underwriting discounts and commissions (2) $ $
Proceeds before offering expenses, to us $ $
Assumes no exercise of the underwriters’ option to purchase additional shares of Common Stock described below.
See “Underwriting” for additional information regarding underwriter compensation.
We have granted the underwriters a 30-day option to purchase up to $120,000,000 of additional shares of our Common Stock at the public offering price less underwriting discounts and commissions.
The underwriters expect to deliver the shares of Common Stock against payment in New York, New York on , 2026.
Lead Bookrunning Manager Morgan Stanley
Prospectus Supplement dated , 2026.
Prospectus Supplement Summary S-1
Risk Factors S-10 Use of Proceeds S-12
Capitalization S-13
Certain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders S-14
Underwriting S-18 Legal Matters S-27
Prospectus About This Prospectus 1
Where You Can Find More Information 2
Incorporation by Reference 3
Forward-Looking Statements 4
The Company 5 Risk Factors 6
Use of Proceeds 7 Description of Capital Stock 8
Description of the Debt Securities 12
Description of the Depositary Shares 22
Description of the Warrants 25
Description of the Rights 27
Description of the Purchase Contracts 28
Description of the Units 29
Plan of Distribution 30 Legal Matters 33
We have not, and the underwriter has not, authorized anyone to provide you with any information that is not contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any related free writing prospectus that we have prepared. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any such free writing prospectus is accurate only as of the date of the applicable document. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates. We are not, and the underwriter is not, making an offer to sell these securities in any state or other jurisdiction where the offer and sale is not permitted.