Market›information-technology›software›application-software›WULF›Apr 27, 2026
Briefing #1 of 1

WULF briefing — TeraWulf Inc.

Released: 2026-04-27 Briefing series: #1 of N Prior briefing: first in series Stock at release: $21.43 Inflection pattern: volatile_grower

What changed since the last briefing

(This is the first briefing in the series.)

Company snapshot

The arc

| Date | Event | Source | |------|-------|--------| | 2026-04-14 | Q1 2026 preliminary results announced; $800M common stock equity offering announced (plus up to $120M underwriter option); $250M senior secured revolving credit facility allocation received (pending documentation). | 8-K filed 2026-04-14 | | 2026-02-27 | FY2025 10-K filed: revenue $168.5M ($151.6M digital asset + $16.9M HPC); net loss $(661.4M) including $(429.8M) warrant/derivative fair value change; operating loss $(186.2M). | 10-K FY2025, filed 2026-02-27 | | 2026-02-26 | Q4 2025 / full-year 2025 results announced. | 8-K filed 2026-02-26 | | 2026-02-02 | Hawesville, Kentucky site acquisition closed: former industrial site, 250+ buildable acres, on-site energized substation, direct regional transmission network connection. Seller received 6.8% minority equity interest in TeraWulf's Hawesville development entity; seller has redemption right starting on first Operations Anniversary Date. | 10-K FY2025, filed 2026-02-27; 8-K filed 2026-02-02 | | 2026-02-02 | Morgantown (Maryland) Equity and Asset Purchase Agreement signed in late 2025: acquisition of Morgantown generating station (Charles County, MD), grid-connected power generation facility with approximately 210 MW of current operational capacity; closing subject to FERC and third-party approvals; expected Q2 2026. | 10-K FY2025, filed 2026-02-27 | | 2025-11-10 | Q3 2025 results announced: revenue $50.6M ($43.4M digital asset + $7.2M HPC lease — first HPC lease revenue in company history); nine-month revenue $132.6M. Operating loss (nine months) $(99.9M); warrant/derivative fair value change $(424.6M) for nine months drove total net loss of $(534.8M) through September 30, 2025. | 8-K filed 2025-11-10; 10-Q filed 2025-11-10 | | 2025-10-27 | Abernathy Joint Venture agreement amended and restated: TeraWulf holds 50.1% equity interest. Abernathy HPC Campus: 168 MW, 100% pre-leased to Fluidstack under 25-year data center sublease; Google investment-grade credit enhancement. | 10-K FY2025, filed 2026-02-27 | | 2025-08-12 | Cayuga Site ground lease entered: approximately 183 acres in Lansing, New York; potential for up to 400 MW gross capacity (approximately 320 MW critical IT load), supporting additional HPC development pipeline. | 10-K FY2025, filed 2026-02-27 | | 2025-07-01 | HPC leasing operations commenced at Lake Mariner Data Campus: Core42 Leases for 18 critical IT MW energized. Full-year HPC lease revenue: $16.9M ($13.75M rent + $1.4M power passthrough + $1.7M fit-out/maintenance). | 10-K FY2025, filed 2026-02-27 | | 2025-05-21 | Acquisition of Beowulf Electricity & Data LLC and affiliates ("Beowulf E&D") completed: expanded internal capabilities in power infrastructure development, site operations, engineering, and project execution. Approximately 94 employees transitioned. Goodwill from acquisition: $55.5M. | 10-K FY2025, filed 2026-02-27 | | 2024-04-01 | Bitcoin halving event: block rewards reduced by 50%; direct contributor to decline in bitcoin mined from approximately 2,728 BTC in FY2024 (including Nautilus share) to 1,496 BTC in FY2025, despite mining infrastructure expansion from 195 MW to 245 MW and increased average BTC price. | 10-K FY2025, filed 2026-02-27 | | 2024-01-01 | Full-year 2024: revenue $140.1M (100% digital asset); net loss $(72.4M). | 10-K FY2025, filed 2026-02-27 | | 2023-01-01 | Full-year 2023: revenue $69.2M; net loss $(73.4M). | 10-K FY2025, filed 2026-02-27 |

Current state

Year-over-year changes (FY2024 → FY2025)

| Metric | FY2024 | FY2025 | Change | |--------|--------|--------|--------| | Total revenue ($M) | 140.1 | 168.5 | ▲20.3% | | Digital asset revenue ($M) | 140.1 | 151.6 | ▲8.2% | | HPC lease revenue ($M) | 0 | 16.9 | New stream (commenced July 2025) | | Operating loss ($M) | (76.2) | (186.2) | Loss widened ▼144% | | Net loss ($M) | (72.4) | (661.4) | Loss widened — $(429.8M) non-cash warrant fair value |Source: 10-K FY2025, filed 2026-02-27.

Most recent quarter (Q3 2025, period ended September 30, 2025). Total revenue was $50.6M, including $43.4M digital asset revenue and $7.2M HPC lease revenue (first HPC revenue in company history, commenced July 2025). This compares to $27.1M total revenue in Q3 2024. Nine-month revenue of $132.6M versus $105.1M in the nine months ended September 30, 2024 — up 26.2%. The nine-month operating loss was $(99.9M) versus $(24.8M) in the prior year period, driven primarily by $73.1M in SG&A (versus $29.9M), $60.9M in depreciation (versus $44.9M), and a $10.4M change in fair value of contingent consideration. An additional $(424.6M) non-cash charge for change in fair value of warrant and derivative liabilities drove total nine-month net loss to $(534.8M). (10-Q Q3 2025, filed 2025-11-10.)

Full-year FY2025 narrative. Revenue grew 20.3% to $168.5M. Digital asset revenue increased from $140.1M to $151.6M, driven by a 54% increase in the average price of bitcoin mined ($101,307 per BTC versus $62,889 in FY2024), partially offset by a decline in bitcoin mined from 2,728 BTC to 1,496 BTC. The cost to mine one bitcoin (cash, excluding depreciation) was $53,681 in FY2025 versus $25,268 in FY2024 — a 112% increase driven by higher power costs ($0.060/kWh versus $0.043/kWh) and the halving's effect on block rewards. Including depreciation ($41,930/BTC additional), the fully-loaded cost to mine one bitcoin was $95,611 versus a realized value of $101,307 — thin margin on a fully-loaded basis. HPC lease revenue of $16.9M was new in FY2025. Operating loss widened to $(186.2M) primarily due to SG&A expansion to $147.8M (from $70.6M in FY2024), depreciation of $88.6M (up from $59.8M), and $10.4M contingent consideration fair value changes. The $(429.8M) warrant/derivative fair value charge is non-cash and reflects mark-to-market revaluation of warrant liabilities. Demand response program payments reduced net energy costs by $17.7M in FY2025. (10-K FY2025, filed 2026-02-27.)

Balance sheet (December 31, 2025). Cash and cash equivalents $3.27B; restricted cash $456.4M ($189.9M current + $266.5M non-current); total assets $6.56B; total liabilities $6.42B. Significant liabilities: warrant liabilities $844.7M (current); short-term convertible notes $489.8M; long-term debt $3.05B; long-term convertible notes $1.58B; accrued construction liabilities $102.6M; current deferred rent liability $58.2M. Property, plant and equipment (net) $1.51B. Equity in net assets of investee $446.0M. Goodwill $55.5M (from Beowulf E&D acquisition). Deferred charges $572.9M. Stockholders' equity is thin: approximately $140M on a $6.56B asset base. (10-K FY2025, filed 2026-02-27.)

Key numbers

| Metric | FY2023 | FY2024 | FY2025 | |--------|--------|--------|--------| | Total revenue ($M) | 69.2 | 140.1 | 168.5 | | Digital asset revenue ($M) | 69.2 | 140.1 | 151.6 | | HPC lease revenue ($M) | 0 | 0 | 16.9 | | Operating loss ($M) | (29.4) | (76.2) | (186.2) | | Net loss ($M) | (73.4) | (72.4) | (661.4) |Note: FY2025 net loss includes $(429.8M) non-cash change in fair value of warrants and derivatives. FY2023 net loss of $(73.4M) includes $(0.1M) from discontinued operations. Source: 10-K FY2025, filed 2026-02-27.

Recent news (last 6 months)

| Date | Headline | Source | Market reaction | |------|----------|--------|-----------------| | 2026-04-14 | Q1 2026 preliminary results; $800M equity offering (plus $120M option); $250M revolving credit facility allocation | 8-K filed 2026-04-14 | -0.9% | | 2026-02-26 | Q4 / FY2025 results: revenue $168.5M; net loss $(661.4M); operating loss $(186.2M) | 8-K filed 2026-02-26 | -8.5% | | 2026-02-02 | Hawesville, KY acquisition closed; Morgantown, MD generating station purchase agreement signed (210 MW; FERC approval pending, expected Q2 2026) | 8-K filed 2026-02-02 | [DATA NEEDED] | | 2025-12-29 | Material agreement: Senior Secured Notes Offering General On December 29, 2025, TeraWulf Inc. | 8-K filed 2025-12-29 | -4.6% | | 2025-12-18 | (“TeraWulf” or the “Company”) announced that Flash Compute LLC (“Flash Compute”) upsized and priced its offering of… | 8-K filed 2025-12-18 | [DATA NEEDED] | | 2025-11-25 | Material modification to rights: (“TeraWulf” or the “Company”) issued a press release (the “Press Release”) announcing its (i) … | 8-K filed 2025-11-25 | [DATA NEEDED] | | 2025-11-10 | Q3 2025 results: revenue $50.6M (first HPC revenue $7.2M); nine-month net loss $(534.8M) including $(424.6M) non-cash warrant charge | 8-K / 10-Q filed 2025-11-10 | -13.1% |

Open questions

  1. HPC capacity ramp and revenue visibility: As of December 31, 2025, TeraWulf had energized 18 critical IT MW of HPC capacity (generating $16.9M in full-year HPC lease revenue), against a contracted platform of 522 MW. The Abernathy HPC Campus (168 MW, 100% pre-leased to Fluidstack on a 25-year lease with Google credit enhancement) was not yet fully built out as of year-end. When do the remaining contracted HPC MW come online, and what is the expected run-rate annual HPC lease revenue at full 522 MW contracted capacity? Management has described a phased approach aligned with customer deployment schedules and power availability. (10-K FY2025, filed 2026-02-27.)

  2. $800M equity offering rationale and use of proceeds: On April 14, 2026, TeraWulf announced an $800M common stock offering (plus up to $120M underwriter overallotment option). At $21.43/share, $800M represents approximately 37.3M shares (or 42.9M with full overallotment). Against a weighted-average share count of approximately 398M, this is approximately 9–11% additional dilution. The company already held $3.27B in cash at December 31, 2025. What is the specific use of proceeds — Hawesville development, Morgantown acquisition (if FERC approval received), Abernathy buildout, debt service, or general working capital? (8-K filed 2026-04-14.)

  3. Warrant liability mechanics and P&L sensitivity: The $(429.8M) non-cash change in fair value of warrants and derivatives in FY2025 was the primary driver of the headline net loss. Warrant liabilities on the balance sheet were $844.7M at December 31, 2025 (classified as current). This suggests large warrant issuances associated with 2025 capital raises. As WULF's stock price rises, warrant fair values increase and generate non-cash losses; as the stock falls, warrant fair values decrease and generate non-cash gains. The volatility in reported net income from this mechanism is substantial. What is the total warrant count, strike price, and expiration structure, and what is the per-share sensitivity of reported earnings to WULF's stock price? (10-K FY2025, filed 2026-02-27.)

  4. $5.1B+ debt stack interest coverage: Total financial debt at December 31, 2025: short-term convertible notes $489.8M + long-term debt $3.05B + long-term convertible notes $1.58B = approximately $5.12B. Annual interest expense was $80.2M in FY2025; at current debt levels with a full year of interest accrual, the cost will be substantially higher. Operating loss was $(186.2M) in FY2025 — interest coverage is deeply negative. The $250M revolving credit facility (announced April 14, 2026) would add additional capacity but also additional interest obligation. What are the interest rates, covenant packages, and maturity schedule of the long-term debt ($3.05B) and convertible note instruments? (10-K FY2025, filed 2026-02-27; 8-K filed 2026-04-14.)

  5. Bitcoin mining wind-down and fleet disposition: Management has stated that incremental capital will not be allocated to bitcoin mining. As of December 31, 2025, TeraWulf operated approximately 54,100 miners (49,400 operational), with average fleet age of 1.2 years and average efficiency of 17.2 j/th — a relatively young, efficient fleet. The company took $19.6M in accelerated depreciation in FY2025 on a miner building and associated miners converted to support HPC operations. What is the planned timeline for converting the remaining 245 MW of mining infrastructure at Lake Mariner to HPC use, and will the company seek to sell, transfer, or shut down the mining fleet? The book value and market value of the mining fleet are significant; the disposition path will have P&L and cash implications. (10-K FY2025, filed 2026-02-27.)

Red flags / things to verify

Sources

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