Form 8-K

8-K — TERAWULF INC.

Accession: 0001104659-26-080583

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001083301

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619468d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2619468d1_ex99-1.htm)

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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): July 6, 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 8.01. Other Events.

Justified Data Campus Lease

On July 6, 2026,

TeraWulf Inc. (the “Company”) announced that its subsidiary Raylan Data LLC (the “Landlord”) entered into a

20-year lease agreement (the “Justified Data Campus Lease”) with Anthropic PBC (“Anthropic”), as tenant.

Under the Justified Data Campus Lease, the Landlord will 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

(the “Justified Data Campus”). Delivery of the leased capacity is expected to occur in phases beginning in late 2027 and

concluding in early 2028. Anthropic’s obligation to pay rent under the Justified Data Campus Lease will commence upon the

delivery of the applicable leased premises and continue for a term of 20 years thereafter, subject to Anthropic’s option to

extend the term for up to an additional ten years through two successive five-year renewal options. Anthropic’s payment

obligations under the Justified Data Campus Lease are expected to be supported by an investment-grade credit.

Abernathy Transaction

On July 6, 2026 (the

“Closing Date”), the Company announced that Big Country Wulf LLC, a subsidiary of the Company (the “TeraWulf

Member”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Fluidstack CS I

Inc. (“Fluidstack”) and certain other purchasers (together with Fluidstack, the “Purchasers”), pursuant to

which the TeraWulf Member agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the TeraWulf Member, all of

the TeraWulf Member’s equity interests in FS CS I LLC (the “Transaction”). The aggregate consideration payable to

the TeraWulf Member in the Transaction is approximately $530 million, payable in three installments: (i) $250 million within

14 days following execution of the Purchase Agreement, (ii) $150 million on or before December 31, 2026, and

(iii) approximately $130 million, subject to certain adjustments, on or before April 30, 2027.

In connection with the Transaction,

the TeraWulf Member, FS CS I LLC, and the Purchasers have each agreed to provide mutual releases of claims, subject to the terms and conditions

set forth in the Purchase Agreement. Upon consummation of the Transaction, TeraWulf Member will cease to own any equity interests in FS

CS I LLC, subject to certain surviving rights and obligations as set forth in the Purchase Agreement.

On July 6, 2026, the

Company issued a press release announcing the Justified Data Campus Lease and the Transaction. A copy of the press release is attached

hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and

Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release issued by TeraWulf Inc., dated July 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This Current Report on Form 8-K

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) our ability to attract additional customers to lease our HPC data centers; (2) our ability to perform

under our existing data center lease agreements; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf's

operations or the industries in which it operates; (4) the ability to implement certain business objectives, including its HPC data

center development, and to timely and cost-effectively execute related projects; (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 and 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; (9) operational and financial risks associated with the development of data center campuses, including

risks associated with financing project-related costs; and (10) other risks and uncertainties detailed from time to time in the Company'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.

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.

Date: July 6, 2026

TERAWULF INC.

By:

/s/ Patrick A. Fleury

Name:

Patrick A. Fleury

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619468d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

TeraWulf Announces Anthropic Lease at Justified

Data Campus and

Sale of Majority Interest in Abernathy Joint Venture to Fluidstack

Long-Term AI Infrastructure Lease Expected to

Generate ~$19 Billion of Contracted Revenue Over Initial Term

Abernathy Transaction Monetizes Approximately

$450 Million Investment at a Premium and

Provides Capital to Expand Wholly Owned AI Infrastructure Portfolio

EASTON,

Md. – July 6, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a

leading owner, developer, and operator of vertically integrated digital infrastructure, today announced two significant transactions that

further advance its strategy of developing, owning, and operating large-scale AI infrastructure campuses.

The Company has executed a 20-year lease agreement with Anthropic at

its Justified Data campus in Hawesville, Kentucky. The lease is expected to generate approximately $19 billion of contracted revenue over

the initial lease term.

Separately, TeraWulf has entered into a definitive agreement to sell

its 50.1% ownership interest in the Abernathy Joint Venture to an investor group led by its joint venture partner, Fluidstack. The transaction

monetizes TeraWulf's approximately $450 million investment at a premium to invested capital, unlocking significant capital for redeployment

into wholly owned AI infrastructure opportunities.

Collectively, the transactions enhance TeraWulf’s long-term revenue

visibility, strengthen its financial position, and further align the Company’s capital with infrastructure platforms where it maintains

direct ownership, customer relationships, and operational control.

Anthropic Executes 20-Year Lease at Justified Data Campus

TeraWulf has entered into a 20-year lease agreement with Anthropic

for a purpose-built AI infrastructure campus at the Justified Data site in Hawesville, Kentucky.

The campus will accommodate approximately 401 MW of critical IT load

and will be developed in multiple phases. Initial capacity is expected to be placed into service during the second half of 2027, with

the campus ramping to the full 401 MW by early 2028.

The lease is expected to generate approximately $19 billion of contracted

lease revenue over the initial term and is expected to be supported by an investment-grade credit.

TeraWulf Monetizes Abernathy Investment

Under the terms of the Abernathy transaction, TeraWulf will sell its

entire 50.1% ownership interest in the Abernathy Joint Venture to an investor group led by Fluidstack, its joint venture partner and a

leading AI cloud infrastructure provider.

The Abernathy Joint Venture was established in 2025 to develop a 168

MW critical IT load AI data center campus in Abernathy, Texas. Since the project's inception, TeraWulf and Fluidstack have worked closely

to advance the development of the campus. Following the closing of the transaction, Fluidstack will continue to leading the project.

The sale enables TeraWulf to realize the value created through its

$450 million investment and redeploy that capital into AI infrastructure opportunities where it can capture greater long-term economic

value through direct ownership and operation.

Management Commentary

Paul Prager, Chairman and Chief Executive Officer of TeraWulf, commented:

“When we announced the Justified Data campus acquisition in February,

we told investors that we expected to secure a major customer commitment by around the end of the second quarter of 2026. The timing of

today's announcement reflects the completion of final documentation and customary transaction processes, and we are proud to announce

this landmark partnership with Anthropic.”

“The Anthropic lease validates our strategy and establishes a

long-duration revenue stream with one of the world’s leading AI companies. The lease provides approximately $19 billion of contracted

lease revenue over its initial term, creates a framework for future expansion, and demonstrates the value of our ability to source power,

develop infrastructure, and secure long-term customer commitments.”

“At the same time, the sale of our ownership interest in Abernathy

to a group led by Fluidstack crystallizes the value created through that investment and generates significant capital for redeployment

into infrastructure platforms where we maintain direct ownership, customer relationships, and operational control.”

“Together, these transactions position TeraWulf for its next

phase of growth. Our strategy is centered on owning and operating critical infrastructure assets, maintaining direct relationships with

our customers, and controlling the long-term evolution of our campuses. We believe this model provides the greatest opportunity to generate

durable cash flows and attractive long-term returns for shareholders.”

Strategic Benefits

Following completion of the transactions, TeraWulf expects to:

· Add approximately $19 billion of contracted revenue under the initial 20-year lease term.

· Further expand its long-term infrastructure relationship with Anthropic, one of the world's leading AI companies.

· Bring the initial Anthropic capacity at Justified Data online in the second half of 2027.

· Monetize its approximately $450 million investment in the Abernathy Joint Venture at a premium to invested capital, while simplifying

TeraWulf's financial statements and streamlining financial reporting through the elimination of joint venture accounting.

· Recycle capital into wholly owned AI infrastructure opportunities where TeraWulf can capture greater long-term economic value through

direct ownership and operation.

· Further strengthen TeraWulf’s position as a leading owner, developer, and operator of AI infrastructure.

Together, these transactions demonstrate TeraWulf's ability to create

value across the AI infrastructure lifecycle – from originating and developing large-scale campuses, to securing long-term customer

commitments, to monetizing mature infrastructure investments and redeploying capital into future growth opportunities.

About TeraWulf

TeraWulf

develops, owns, and operates large-scale digital infrastructure designed to support AI, high-performance computing (HPC), and other advanced

compute workloads. Leveraging deep expertise in energy markets, power infrastructure, and grid integration, the Company develops and

operates purpose-built facilities where power availability, scalability, and operational execution are critical competitive advantages.

By strategically securing and monetizing high-value power resources, TeraWulf is well-positioned to serve the growing infrastructure

needs of hyperscalers, AI innovators, and enterprise customers. Learn more at terawulf.com.

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 our data center campuses and future

strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with our data

centers and our ability 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

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