TERAWULF INC. files 8-K: entry into a material agreement, Regulation FD disclosure, other material event

Item 1.01. Entry into a Material Definitive Agreement.

Justified Data Campus Credit Support Agreements

As previously disclosed by TeraWulf Inc. (“TeraWulf” or the “Company”), in July 2026, the Company’s subsidiary Raylan Data LLC (“Raylan”) entered into a 20-year lease agreement with Anthropic, PBC (“Anthropic”), as tenant, to provide Anthropic with approximately 401 MW of critical IT load for high-performance computing (“HPC”) operations at the Company’s data center campus located in Hawesville, Kentucky. Anthropic’s obligation to pay rent commences upon the delivery of each data hall at the applicable leased premises, which consist of CB-1, CB-2 and CB-3 (the leases for such premises are referred to individually as a “Justified Lease” and, collectively, as the “Justified Leases”). Delivery of the capacity under the Justified Leases is expected to occur in phases beginning in late 2027 and concluding in the second quarter of 2028.

In connection with the Justified Leases, on November 4, 2026, the Company entered into three Credit Support Agreements for CB-1, CB-2 and CB-3, respectively (each a “Google Credit Support Agreement” and collectively, the “Google Credit Support Agreements”), with Raylan, Justified DataPower LLC, a wholly owned subsidiary of the Company, Anthropic and Google LLC (“Google”), pursuant to which Google agreed to backstop (the “Justified Google Backstop”) certain obligations of Anthropic under the Justified Leases. The Justified Google Backstop under each Google Credit Support Agreement will become effective as of the commencement date for the final data hall under the corresponding Justified Lease and will terminate upon the conditions described in the Google Credit Support Agreements, including Anthropic (or its affiliate, if such affiliate has agreed to guarantee Anthropic’s obligations under the applicable Justified Lease) achieving and maintaining certain investment grade credit ratings for a period of at least three months.

The Justified Google Backstop provides that in the event of a payment default under a Justified Lease, or if Anthropic becomes subject to an insolvency event, following notice from Raylan, Google will have the option to (i) pay all rent currently due under the applicable Justified Lease and assume the Justified Lease as the tenant thereunder, or (ii) under certain circumstances, pay a certain termination fee pursuant to the applicable Google Credit Support Agreement; provided that upon payment of such termination fee, Google would be entitled to acquire an equity interest in Raylan. In addition, in the event of a payment default under a Justified Lease, Google may defer its election of the foregoing options (i) and (ii) for a certain specified period, during which deferral period Google will pay all unpaid rent under the applicable Justified Lease and all additional rent that becomes due.

The termination fee payable under the Justified Google Backstop amortizes over a defined term following the anticipated effectiveness of the corresponding Google Credit Support Agreement.

The description of the Google Credit Support Agreements is qualified in its entirety by reference to the full and complete terms of the Google Credit Support Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On November 4, 2026, in connection with the Justified Google Backstop, Raylan and Anthropic entered into amendments to the Justified Leases.

TeraWulf Secures Google Credit Backstop for Project Financing in Support of $19 Billion Anthropic Lease; Executes Definitive Fluor EPC Agreement

Google credit support strengthens TeraWulf’s ability to secure competitive project financing for contracted AI infrastructure at Hawesville, Kentucky campus

Fluor agreement expands engineering and construction capacity, with defined delivery milestones

EASTON, Md., November 4, 2026 – TeraWulf Inc. (NASDAQ: WULF) (“TeraWulf” or the “Company”), a vertically integrated owner, developer and operator of large-scale digital infrastructure, today announced the execution of credit support agreements with Google LLC (“Google”) in connection with debt financing supporting approximately $19 billion of contracted lease commitments with Anthropic, PBC (“Anthropic”) at its Justified Data Campus in Hawesville, Kentucky (“Justified”). The Company also announced a definitive engineering, procurement and construction (“EPC”) agreement with Fluor Enterprises, Inc. (“Fluor”) on a GMP-basis for the development of Justified.

Together, these agreements strengthen the project’s financing framework and expand construction execution capacity, advancing TeraWulf’s strategy of converting long-term contracted demand into durable cash flow.

“We structured our Anthropic leases from the outset to address counterparty credit, financing costs and capital requirements,” said Paul Prager, Chairman and Chief Executive Officer of TeraWulf. “Google’s credit support strengthens our ability to secure competitive project financing, while Fluor’s engineering and construction capabilities expand our capacity to execute at scale. Together, these agreements reinforce our disciplined approach to capital deployment and our focus on delivering attractive risk-adjusted returns.”

Google Credit Support Strengthens Project Financing

Under the credit support agreements, Google LLC, a subsidiary of Alphabet Inc., provides contractual credit support for anticipated debt financing supporting TeraWulf’s long-term Justified development. Alphabet’s senior unsecured debt is rated AA+ by S&P Global Ratings and Aa2 by Moody’s.

“Cost of capital is fundamental to infrastructure development,” said Patrick Fleury, Chief Financial Officer of TeraWulf. “Strong investment-grade credit support strengthens the project’s financing profile and our ability to pursue competitive long-term debt, reinforcing our focus on disciplined capital allocation and attractive risk-adjusted returns.”

Fluor EPC Expands Execution Capacity

TeraWulf has also executed a definitive EPC agreement with Fluor covering engineering, procurement and construction activities for three data center buildings at Justified, building on the limited notice to proceed announced in March 2026.

The agreement advances Fluor’s role from early engineering and pre-construction to a comprehensive scope encompassing engineering, procurement, construction, testing and commissioning. It establishes defined delivery milestones, open-book cost reporting, procurement oversight and contractual performance protections. Guaranteed maximum pricing is being established in accordance with the agreement as engineering and procurement progress.

The partnership enables TeraWulf to leverage its experienced core development team while accessing Fluor’s engineering resources, procurement capabilities and established network of subcontractors and skilled labor. As labor availability becomes an increasingly important constraint on large-scale data center development, Fluor’s more than 100 years of experience delivering complex infrastructure projects provides meaningful execution depth and flexibility.

Under the EPC milestone schedule, phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.

“Fluor gives us the ability to scale execution without building a global engineering and construction organization internally,” Prager added. “Their engineering depth, procurement capabilities and access to skilled labor complement our team’s decades of experience developing energy infrastructure. Together, we’re focused on delivering our customer commitments with disciplined cost management and clear schedule accountability.”

Building Long-Term Infrastructure Value

TeraWulf is an energy infrastructure company, pairing long-term access to power with contracted AI and high-performance computing (“HPC”) demand. Rather than investing in AI compute hardware, the Company develops and operates the underlying infrastructure, supported by long-term leases, investment-grade credit protections and disciplined capital allocation.

The Justified milestones follow TeraWulf’s recent expansion of contracted power capacity to 1 GW at its Muskie Data Campus in eastern Kentucky, reflecting continued progress across its development portfolio.

“Ultimately, megawatts alone do not create shareholder value,” Prager concluded. “What gives us confidence is what we have in the ground, what we have under contract, the investment-grade credit supporting those commitments and a team with decades of experience delivering large-scale infrastructure. We remain focused on execution and converting that foundation into durable cash flow and long-term value per share.”