Form 8-K

8-K — TERAWULF INC.

Accession: 0001083301-26-000083

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001083301

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — wulf-20260508.htm (Primary)

EX-99.1 (a_wulfearningsreleaseq1202.htm)

EX-99.2 (terawulfq12026investorpr.htm)

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8-K

8-K (Primary)

Filename: wulf-20260508.htm · Sequence: 1

wulf-20260508

0001083301FALSE00010833012025-11-102025-11-10

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): May 8, 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 2.02. Results of Operations and Financial Condition.

On May 8, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the first quarter ended March 31, 2026. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 8, 2026, the Company posted a presentation to its website at https://investors.terawulf.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in this Items 2.02 and 7.01 of this Report (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release, dated May 8, 2026.

99.2

Presentation of the Company, dated May 8, 2026.

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

Cautionary Note Regarding Forward-Looking Statements.

Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning 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”). Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

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.

TERAWULF INC.

By: /s/ Patrick A. Fleury

Name: Patrick A. Fleury

Title: Chief Financial Officer

Dated: May 8, 2026

EX-99.1

Filename: a_wulfearningsreleaseq1202.htm · Sequence: 2

Document

TeraWulf Reports First Quarter 2026 Results

Development timeline on track at WULF Compute

Delivers strong execution, advances transition to recurring HPC revenue, and

expands power-advantaged development pipeline

Reaffirms growth strategy targeting 250–500 MW of new contracted capacity annually

Closed $250 million revolving credit facility

EASTON, Md. – May 8, 2026 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and operates vertically integrated, next-generation digital infrastructure primarily powered by low-carbon energy, today announced its financial results for the first quarter ended March 31, 2026 and provided an update on its operations, development and strategy.

First Quarter 2026 Highlights

•Generated Q1 2026 revenue of $34.0 million, including $21.0 million of HPC lease revenue.

•Maintained strong liquidity position, with approximately $3.1 billion of cash and restricted cash as of quarter-end.

•60 MW of operational critical IT HPC capacity for Core42 at Lake Mariner as of March 31, 2026.

•Nearing completion on CB-3 construction at Lake Mariner, with energization aligned to customer hardware deployment. CB-4 and CB-5 remain on schedule for delivery and rent commencement in 2026.

•Expanded development platform with acquisition of Hawesville, Kentucky, a large-scale site with immediate access to 480 MW of grid-connected power.

•Closed revolving credit facility providing up to $250 million of committed capacity, supported by a syndicate of leading global financial institutions.

Management Commentary

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

“The first quarter of 2026 was defined by execution. We entered the year with a fully established platform, including sites, contracts, and capital, and are now converting that foundation into operating performance and recurring revenue.

At Lake Mariner, we have 60 megawatts of energized critical IT capacity for Core42 and began generating meaningful lease revenue during the quarter. At the same time, we continue to advance construction in close coordination with our second tenant, Fluidstack, aligning infrastructure delivery with hardware deployment. CB-3 remains on schedule, and execution across the campus continues to progress well.

More broadly, we are building a power-advantaged platform that we believe is increasingly differentiated in a market constrained by access to power. Our strategy is unchanged, and we remain focused on disciplined execution."

Patrick Fleury, Chief Financial Officer of TeraWulf, added:

“The first quarter reflects a more stable, contracted revenue model. HPC lease revenue contributed $21.0 million in the period, representing the initial ramp of long-term customer agreements at Lake Mariner.

We ended the quarter with approximately $3.1 billion of cash and restricted cash, providing substantial liquidity to fund our development pipeline. Our capital structure is designed to align long-term financing with contracted cash flows, supporting disciplined growth while maintaining financial flexibility.

As we continue to scale, we expect the business to be increasingly driven by recurring, contracted revenue, reducing exposure to the volatility historically associated with bitcoin mining.”

Operational Update

During the first quarter of 2026, TeraWulf continued to advance Lake Mariner, one of North America’s largest HPC campuses:

•60 MW of critical IT capacity energized and generating revenue as of March 31, 2026.

•Continued progress across HPC development buildings, including delivery of CB-3 capacity in May 2026.

•Ongoing coordination with Fluidstack and Google to align infrastructure delivery with technology deployment.

The Company continues to repurpose portions of its legacy bitcoin mining footprint to support higher-value HPC workloads, reflecting its transition toward contracted, long-duration compute infrastructure.

With regard to the Abernathy joint venture, which is designed to support 168 critical IT MW under a 25-year lease with annual escalators, construction is progressing with delivery targeted for the fourth quarter of 2026.

Development Pipeline and Expansion

TeraWulf continues to expand its national footprint with a focus on power-advantaged sites:

Justified Data (Hawesville, Kentucky):

•Large-scale HPC campus with approximately 480 MW of immediate grid-connected power availability

•Over 250 buildable acres with significant expansion potential

•Located within 300 miles of several major Midwest metropolitan areas

Lake Hawkeye (Lansing, New York)

•Redevelopment of a 183-acre leased area on a legacy industrial site

•Phase I includes approximately 150 MW of power availability, expanding to 300 MW in Phase II

•Currently in site plan review

Chesapeake Data (Morgantown, Maryland):

•Approximately 210 MW grid-connected generation capacity

•Substantial electrical infrastructure and property, with ability to expand to up to 1 GW

•Acquisition remains subject to customary regulatory approvals, including FERC

Strategic Positioning

TeraWulf continues to position its platform to capture opportunities across multiple pathways to power, including:

•Near-term grid-connected capacity

•On-site generation

•Potential utility partnerships as interconnection dynamics evolve

As demand for large-scale compute infrastructure accelerates, access to power has become the primary constraint across the industry. In this environment, utilities are increasingly focused on advancing projects that can be delivered by experienced, well-capitalized, and creditworthy counterparties.

TeraWulf believes this dynamic creates a growing opportunity to partner directly with utilities to develop new power-backed infrastructure. As interconnection queues are rationalized and prioritized, the Company is well positioned to participate in this next phase of market evolution given its experience in power development, operational track record, and access to long-term capital.

Investor Conference Call and Webcast

The Company will host its earnings conference call and webcast for the first quarter ended March 31, 2026, today, May 8, 2026, at 8:00 a.m. Eastern Time. The call will be available for replay in the “Events & Presentations” section of the Company’s website at https://investors.terawulf.com/events-and-presentations/.

About TeraWulf

TeraWulf develops, owns, and operates environmentally sustainable, industrial-scale data center infrastructure in the United States, purpose-built for high-performance computing (HPC) hosting and bitcoin mining. Led by a team of veteran energy infrastructure entrepreneurs, TeraWulf is committed to innovation and operational excellence, with a mission to lead the market in large-scale digital infrastructure by serving both its own compute requirements and those of top-tier HPC clients as a trusted hosting partner.

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 to 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

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

(In thousands, except number of shares and par value; unaudited)

March 31, 2026 December 31, 2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 2,629,995 $ 3,266,389

Restricted cash 196,282 189,933

Accounts receivable 5,604 1,212

Digital assets 1,237 270

Prepaid expenses 20,573 6,272

Other current assets 13,737 14,197

Total current assets 2,867,428 3,478,273

Property, plant and equipment, net 2,582,169 1,507,699

Equity in net assets of investee 434,793 446,008

Goodwill 55,457 55,457

Operating lease right-of-use asset 102,866 103,975

Finance lease right-of-use asset 118,576 119,338

Restricted cash 266,466 266,453

Deferred charges 572,774 572,888

Other assets 8,257 8,091

TOTAL ASSETS $ 7,008,786 $ 6,558,182

LIABILITIES AND (DEFICIT) EQUITY

CURRENT LIABILITIES:

Accounts payable $ 227,598 $ 65,139

Accrued construction liabilities 201,779 102,582

Accrued interest 114,825 52,775

Other current liabilities

87,944 74,170

Other amounts due to related parties 459 200

Current portion of deferred rent liability 56,683 58,184

Current portion of operating lease liability 2,065 2,015

Current portion of finance lease liability 2 2

Warrant liabilities 1,061,024 844,698

Short-term debt

98,573 —

Current portion of long-term debt 43,564 46,316

Short-term convertible notes 490,354 489,767

Total current liabilities 2,384,870 1,735,848

Deferred rent liability, net of current portion 14,035 23,285

Operating lease liability, net of current portion 21,760 22,309

Finance lease liability, net of current portion 289 289

Long-term debt 3,060,194 3,052,240

Convertible notes 1,597,266 1,582,788

Deferred tax liabilities 104 76

Other liabilities 7,888 902

TOTAL LIABILITIES 7,086,406 6,417,737

Commitments and Contingencies (See Note 12)

(DEFICIT) EQUITY:

Preferred stock, $0.001 par value, 100,000,000 authorized at March 31, 2026 and December 31, 2025; none issued and outstanding at March 31, 2026 and December 31, 2025; aggregate liquidation preference of $0 at March 31, 2026 and December 31, 2025 — —

Common stock, $0.001 par value, 950,000,000 authorized at March 31, 2026 and December 31, 2025; 449,519,078 and 444,534,694 issued at March 31, 2026 and December 31, 2025, respectively; 425,050,328 and 420,065,944 outstanding at March 31, 2026 and December 31, 2025, respectively 450 444

Additional paid-in capital 1,493,611 1,285,202

Treasury stock at cost, 24,468,750 at March 31, 2026 and December 31, 2025

(151,509) (151,509)

Accumulated deficit (1,421,326) (993,692)

Total TeraWulf Inc. stockholders' (deficit) equity

(78,774) 140,445

Noncontrolling interests

1,154 —

Total (deficit) equity

(77,620) 140,445

TOTAL LIABILITIES AND (DEFICIT) EQUITY

$ 7,008,786 $ 6,558,182

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands, except number of shares and loss per common share)

Three Months Ended March 31,

2026 2025

Revenue:

Digital asset revenue $ 12,990 $ 34,405

HPC lease revenue 21,022 —

Total revenue 34,012 34,405

Costs and expenses:

Cost of revenue (exclusive of depreciation shown below)

2,361 24,553

Operating expenses 9,016 1,144

Operating expenses – related party 2,186 1,748

Selling, general and administrative expenses 127,605 46,573

Selling, general and administrative expenses – related party 159 3,571

Depreciation 28,477 15,574

Loss on fair value of digital assets, net

653 870

Impairment of property, plant, and equipment 25,697 —

Total costs and expenses 196,154 94,033

Operating loss (162,142) (59,628)

Interest expense (67,071) (4,049)

Change in fair value of warrants

(216,325) —

Interest income

29,411 2,259

Loss before income tax and equity in net loss of investee

(416,127) (61,418)

Income tax provision

(28) —

Equity in net loss of investee, net of tax

(11,548) —

Net loss (427,703) (61,418)

Less: net loss attributable to noncontrolling interests

(69) —

Net loss attributable to TeraWulf Inc

$ (427,634) $ (61,418)

Loss per common share:

Basic and diluted $ (1.01) $ (0.16)

Weighted average common shares outstanding:

Basic and diluted 422,999,671 383,149,511

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands; unaudited)

Three Months Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (427,703) $ (61,418)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Amortization of debt issuance costs, commitment fees and accretion of debt discount 13,224 607

Stock-based compensation expense 101,418 38,674

Depreciation 28,477 15,574

Accretion of asset retirement obligations

168 —

Amortization of right-of-use asset 1,871 685

Revenue recognized from digital assets mined and hosting services (12,990) (34,417)

Loss on fair value of digital assets, net

653 870

Impairment of property, plant, and equipment 25,697 —

Change in fair value of warrants

216,325 —

Deferred income tax provision

28 —

Equity in net loss of investee, net of tax 11,548 —

Changes in operating assets and liabilities:

Increase in accounts receivable (4,503) —

Increase in prepaid expenses

(14,301) (2,306)

Increase in other current assets

(9,134) (1,289)

Decrease in deferred charges

114 —

Increase in other assets 5,807 (7,700)

Increase in accounts payable

4,315 13,844

Increase in accrued interest and other current liabilities

52,548 4,359

Increase (decrease) in other amounts due to related parties

259 (990)

(Decrease) increase in deferred rent liability

(10,751) 90,000

Decrease in operating lease liability (499) (6)

Decrease in other liabilities

(162) —

Net cash (used in) provided by operating activities

(17,591) 56,487

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of and deposits on plant and equipment (522,954) (93,687)

Cash paid for asset acquisition (201,350) —

Proceeds from sale of digital assets 11,481 32,623

Net cash used in investing activities (712,823) (61,064)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of short-term debt, net of issuance costs paid of $7,250 and $0

92,750 —

Proceeds from issuance of common stock, net of issuance costs paid of $0 and $0 8,956 —

Proceeds from exercise of warrants 3,983 —

Purchase of treasury stock — (33,292)

Payments of tax withholding related to net share settlements of stock-based compensation awards (5,307) (18,034)

Net cash provided by (used in) financing activities

100,382 (51,326)

Net change in cash and cash equivalents (630,032) (55,903)

Cash, cash equivalents and restricted cash at beginning of period 3,722,775 274,065

Cash, cash equivalents and restricted cash at end of period $ 3,092,743 $ 218,162

Cash paid during the period for:

Interest $ 5,310 $ 5

Income taxes $ — $ —

Non-GAAP Measure

The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company defines non-GAAP “Adjusted EBITDA” as net loss adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and accretion of asset retirement obligations, which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture; (iv) interest income for which management believes is not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, and impairment of property, plant and equipment, net, which are not reflective of the Company’s general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company’s ongoing operating activities.

Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP Adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate

the Company’s bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue.

The Company's Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company's Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as an alternative to net loss or any other measure of performance derived in accordance with U.S. GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP financial results. Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP.

The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable U.S. GAAP measure (i.e., net loss) for the periods indicated (in thousands):

Three Months Ended March 31,

2026 2025

Net loss attributable to TeraWulf, Inc

$ (427,634) $ (61,418)

Net loss attributable to non-controlling interest

(69) —

Net loss

(427,703) (61,418)

Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA:

Equity in net loss of investee, net of tax 11,548 —

Income tax provision

28 —

Interest income

(29,411) (2,259)

Change in fair value of warrants

216,325 —

Interest expense 67,071 4,049

Impairment of property, plant, and equipment 25,697 —

Depreciation 28,477 15,574

Accretion of asset retirement obligations

168 —

Amortization of right-of-use asset 1,871 685

Stock-based compensation expense 101,418 38,674

Acquisition-related transaction costs 438 —

Non-GAAP Adjusted EBITDA $ (4,073) $ (4,695)

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terawulfq12026investorpr

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 1 Q1 2026 Business Update May 8, 2026 Where Power Unlocks Compute 2.3 GW HPC Portfolio | 522 MW Leased

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 2 This presentation is for informational purposes only and 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 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 to perform under our existing data center lease agreements; (4) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (5) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates;(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 our business and operations; and (9) 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. SAFE HARBOR STATEMENT

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Power is the primary constraint in AI infrastructure growth WULF controls scalable, power-advantaged sites across key markets Positioned to partner with utilities as interconnection dynamics evolve Long-term, credit-backed contracts drive stable, recurring cash flows Platform supports targeted 250–500 MW of annual contracted growth WULF Investment Case Power is the constraint. We control it. 3

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 WULF Platform Snapshot ➢ Targeting 250–500 MW of annual HPC critical IT capacity signings ➢ Sourcing from a disciplined pipeline of evaluated sites ➢ Deploying capital exclusively into power-advantaged infrastructure ➢ Operating in jurisdictions with clear, durable regulatory frameworks ➢ Repeatable model driving contracted capacity and cash flow growth Scaled, disciplined platform positioned for multi-year growth 2.3 GW 4 Capacity figures represent critical IT MWs. Average annualized NOI includes TeraWulf’s 50.1% interest in Abernathy’s net operating income. Abernathy is not consolidated in TeraWulf’s financial statements; the investment is accounted for under the equity method, with TeraWulf’s proportionate share reflected as “equity in net income of investee, net of tax” in the consolidated statement of operations. 522 MW LEASED CAPACITY 5 -SITE CONTROLLED PIPELINE DIVERSIFIED PLATFORM $13B+ REVENUE CONTRACTED ~$815M AVG ANNUAL NOI Long-term, credit-backed contracts | 10–25-year lease terms | Hyperscaler-grade infrastructure

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 WULF Playbook 5 CONTROL POWER + CONTRACT CAPACITY 10–25-year HPC leases 250–500 MW annually FINANCE CAPACITY Senior secured amortizing debt during construction Callable in short-term BUILD DATA CENTERS Standardized design + serial delivery Tenant-aligned deployment GENERATE NOI Long-term contracted revenue Low-teens yield on cost REFINANCE / DELEVER Long-duration, bullet maturity infra debt ~4x stabilized leverage EQUITY VALUE CREATION Cash flow and value unlock realized at parent REINVEST IN GROWTH Capital recycled for next contracted capacity Annual Capital Formation 250-500 MW critical IT @ $8-10M/MW = $2.0B-$5.0B Stabilized Economics ~85% target NOI margin on contracts Ownership Alignment ~25% insider ownership Mgmt, Board, and affiliates Operating Engine Capital Engine Repeatable, scalable infrastructure engine

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Critical IT MWs Are What Matters Gross MW = Scale. Critical IT MW = Monetizable Capacity. 2,272 MW 2,870 MWTotal Platform (Gross) Total Platform (Critical IT) 6 ➢ Industry-leading PUE of 1.25 ➢ Lower PUE = higher efficiency, lower operating cost, and greater power to compute conversion – yielding more revenues and profitability per MW (1) Abernathy JV capacity figures represent TeraWulf’s 50.1% joint venture interest. Site Market Gross Critical IT Contracted Open Lake Mariner NYISO 750 600 438 162 Abernathy JV SPP 240 168 84 84 Lake Hawkeye NYISO 400 320 0 320 Justified Data MISO 480 384 0 384 Chesapeake Data PJM 1,000 800 0 800 Total 2,870 2,272 522 1,750 “Headline” MWs Monetized MWs WULF is a leader in monetizable critical IT scale

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Execution Defines 2026 Deliver Capacity | Secure Leases | Advance Pipeline ➢ CB-3 on track for completion ➢ CB-4 / CB-5 progressing to delivery in 2026 ➢ Kentucky tenant expected in Q2 2026 ➢ Advancing next phase of pipeline expansion ➢ 60 MW energized and generating revenue 7

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Serial Delivery Model Proven ability to deliver critical IT capacity sequentially at scale ➢ WULF Den (2 MW) ➢ CB-1 (16 MW) ➢ CB-2A (21 MW) ➢ CB-2B (21 MW) DELIVERED TO DATE(1) UNDER CONSTRUCTION CONTROLLED PIPELINE ➢ CB-3 (42 MW, May) ➢ CB-4 (168 MW, Q3) ➢ CB-5 (168 MW, Q4) ➢ Abernathy JV (84 MW, Q4) ➢ Lake Mariner (162 MW) ➢ Lake Hawkeye (320 MW) ➢ Justified Data (384 MW) ➢ Chesapeake Data (800 MW) ➢ Abernathy JV Option (84 MW) 8 Capacity figures represent critical IT MWs. (1) As of March 31, 2026

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 The Constraint Our Advantage ➢ Brownfield Redevelopment • Repurpose legacy industrial sites • Proven redevelopment track record ➢ Power Market Expertise • 30+ years in power development • Deep expertise in grid dynamics ➢ Integrated generation strategy (BYOG) • Control scalable, power-ready sites • Develop net generator campuses (e.g., Morgantown) ➢ Interconnection queues backlogged ➢ Transmission capacity limited ➢ New generation needed to support demand Power Is The Constraint – And We Control It The next phase of AI infrastructure requires a vertically integrated power strategy ➢ Accelerated time to power ➢ De-risked, sequential delivery ➢ Alignment with hyperscaler requirements What That Enables 9

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Capacity figures represent critical IT MWs. Future deployment figures assume an incremental 250-500 MW annually and are subject to customer demand and regulatory approvals for power draw beyond existing interconnection agreements. (1) Abernathy figures represent TeraWulf’s 50.1% joint venture interest. 10 60 60 60 60 60 378 378 378 378 378 84 84 84 84 84 250 500 750 1,000 1,250 250 500 750 1,000 1,250 2026 2027 2028 2029 2030 Core42 (LMD) Fluidstack (LMD) Fluidstack (Abernathy) Development - Low End Development - High End 1.0 – 1.5 GW 1.3 – 2.0 GW 1.5 – 2.5 GW 0.8 - 1.0 GW 1.8 – 3.0 GW Leased Capacity + Pipeline Contracted Capacity 522 MW LMD Expansion 162 MW Lake Hawkeye 320 MW Justified Data 384 MW Chesapeake Data 800 MW Abernathy JV Option 84 MW 2.3 GW Multi -Year Development Runway Platform capacity to support 250–500 MW of annual critical IT signings ✓ Multi-year visibility into contracted capacity growth ✓ Multiple pathways to scalable growth 1

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Financial Metric Q1 2026 Commentary Revenue $34.0M ➢ 117% increase in HPC revenue QoQ partially offset by 50% decrease in mining revenue Gross HPC Lease Revenue $21.0M ➢ >60% of total Q1 2026 revenue Adjusted EBITDA $(4.1)M ➢ Improved ~$47M from prior quarter driven by normalized SG&A (ex SBC) and segment margin expansion Cash, Cash Equivalents, and Restricted Cash $3.1B ➢ Cash balance as of March 31, 2026 Net Debt1 $2.7B ➢ $2.5B Convertible Notes @ TeraWulf ➢ $3.2B Senior Secured Notes @ WULF Compute ➢ $0.1B Bridge Credit Facility @ KY Q1 2026 Snapshot – Financial Transition (1) Net debt is calculated as total debt of $5.8 billion (comprising $2.5 billion of Convertible Notes at TeraWulf, $3.2 billion of Senior Secured Notes at WULF Compute, and $0.1 Billion of Bridge Credit Facility at Kentucky subsidiary) less $3.1 billion of cash, cash equivalents, and restricted cash. 11 ➢ HPC now >60% of revenue ➢ Intentional transition toward contracted HPC revenue ➢ Revenue increasingly driven by long-term contracted cash flows ➢ Credit-backed counterparties enhance predictability and durability ➢ High-margin infrastructure economics emerging at scale ➢ Capital structure aligned with long- duration contracted assets Transition to recurring, contracted revenue

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Why TeraWulf 12 ✓ Power-controlled platform with regional diversity ✓ Contract-first development model ✓ Proven execution at scale ✓ Long-duration contracted cash flows ✓ Positioned for next phase of AI infrastructure growth Lake Mariner Lake Hawkeye Chesapeake Data Justified Data Abernathy JV Multi-regional HPC infrastructure platform positioned across key U.S. power markets

APPENDIX

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Broad Universe of Potential Sites Infrastructure & Regulatory Screening Feasibility & Commercial Assessment Active Pursuit & Final Diligence Phase I 500 MW to 5 GW Identify areas where infrastructure fundamentals align ✓ Proximity to generation and transmission ✓ Regional grid strength ✓ Land use and zoning compatibility ✓ State and utility regulatory environment Phase II 100 - 300 sites Remove speculative or constrained sites ✓ Interconnection capacity and cost ✓ Market and pricing dynamics ✓ Fiber availability and latency routes ✓ Community receptivity Phase III 10 - 15 aligned sites Quantify buildability and alignment with strategic objectives ✓ Engineering, supply chain, and grid diligence ✓ Environmental and permitting assessments ✓ Stakeholder alignment ✓ Time to power Phase IV 3 - 5 pursued sites De-risk and advance high- confidence opportunities ✓ Land control ✓ Power agreement negotiations ✓ Final economic validation and stakeholder signoff Refined subset of locations technically and politically possible Comprehensive inventory of viable locations for screening Clear visibility into cost and execution risk 14 <1% advance to development 25+ years of experience driving disciplined site acquisition Sourcing and Evaluation of Potential Sites

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 ➢ Strong state and community support ➢ Recognized economic anchor project for the State 15 Justified Data: The Immediate Power Campus Hawesville, KY | 480 MW Campus in MISO 480 MW IMMEDIATE POWER ACTIVE HYPERSCALER DEMAND LOCAL ALIGNMENT EXPANSION OPTIONALITY ➢ Additional scalable capacity ➢ Grid-powered or on-site gen ➢ Active potential customer engagement ➢ Data room open; diligence process underway ➢ Targeting 2H 2027 delivery CUSTOMER DEMAND Capacity figures represent gross MWs.

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load 16 PHASE I ➢ Former coal-generation campus in NoVA corridor ➢ Designed to be a net contributor to Maryland grid reliability ➢ Active engagement with Maryland stakeholders GENERATION + STORAGE + LOAD INTEGRATION Chesapeake Data: The Power + Load Differentiator Morgantown, MD | Net Generator Campus in PJM 1 GW ON-SITE GENERATION 1 GW DATA CENTER LOAD 500 MW BATTERY STORAGE ➢ 500 MW generation ➢ 250 MW battery storage ➢ 500 MW data center load PHASE II Capacity figures represent gross MWs.

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Capital Structure Funded platform with substantial liquidity ($ in billions) As of March 31, 2026 (1) Includes contingency (2) Reflects payments to EPC contractor, Hypertec. 50.1% Ownership Cash Convertible Notes $0.3 $2.5 WULF Compute (NY / NYISO) Cash DSRA + IDC Adjusted Cash Capex Spend Capex Spend Remaining (1) Senior Secured Notes $2.8 (0.5) $2.3 $1.5 $2.2 $3.2 $1,479 (100) (225 TBD $268 $1,087 $1,300 Chesapeake Data (MD / PJM) $1,479 (100) (225) TBD $268 $1,087 $1,300 Lake Hawkeye (NY / NYISO) 17 FUNDED PLATFORMS DEVELOPMENT PLATFORMS Flash Compute (TX / SPP) Cash HoldCo LockBox DSRA + IDC + LOC Adjusted Cash Capex Spend Capex Spend Remaining (2) Senior Secured Notes $1.4 (0.1) (0.2) $1.0 $0.4 $0.9 $1.3 Justified Data (KY / MISO) Cash Bridge Credit Facility $0.1 $0.1

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 85% Committed CapEx Top 5 Remaining CapEx2 Remaining CapEx Adjusted Committed CapEx WULF Compute1 CB-3 CB-4 CB-5 54% 17%29% 86% 8% 72% 18% 10% 86% 11% 3% (1) Includes La Lupa (CB-2) and Akela (CB-3 + CB-4 + CB-5) (2) Reflects the next five largest outstanding equipment purchase orders for each building, many of which have purchase orders in hand. 18 WULF Compute Construction Capex Summary ~82% of WULF Compute construction capex secured 6%

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 $22.0 $23.7 $5.9 $10.2 $5.0 $6.0 $15.2 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 2Q25 3Q25 4Q25 1Q26 Mining Margin HPC Margin HPC segment margin expands 152% QoQ Non-GAAP Segment Margin ($M) 1 $14.5 $18.1 ($51.1) ($4.1) 2Q25 3Q25 4Q25 1Q26 Non-GAAP Adjusted EBITDA ($M) (1) Calculated as Revenue less Cost of Revenue (exclusive of depreciation, inclusive of demand response proceeds) and Operating Expenses. (2) HPC Segment Margin adjusted for $1.2 million of tenant fit-out revenue and associated costs, and $4.1 million of development and pre-revenue operating costs. (3) HPC Segment Margin adjusted for $2.1 million of tenant fit-out revenue and associated costs, $3.5 million of pre-revenue operating costs at WULF Compute, and $2.1 million of development costs. 19 (2) WULF Quarterly Performance (3)

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Note: All values in thousands except number of shares and loss per common share. 20 Three Months Ended March 31, 2026 2025 Revenue: Digital asset revenue $ 12,990 $ 34,405 HPC lease revenue 21,022 — Total revenue 34,012 34,405 Costs and expenses: Cost of revenue (exclusive of depreciation shown below) 2,361 24,553 Operating expenses 8,848 1,144 Operating expenses — related party 2,186 1,748 Selling, general and administrative expenses 127,132 46,573 Selling, general and administrative expenses — related party 159 3,571 Depreciation 43,709 15,574 Loss on fair value of digital assets, net 653 870 Impairment of property, plant, and equipment 8,876 — Total costs and expenses 193,924 94,033 Operating loss (159,912) (59,628) Interest expense (87,650) (4,049) Change in fair value of warrants (216,325) — Interest income 29,411 2,259 Loss before income tax and equity in net (loss) income of investee (434,476) (61,418) Income tax provision (28) — Equity in net loss of investee, net of tax (11,548) — Net loss $ (446,052) $ (61,418) Less: net loss attributable to noncontrolling interests (69) — Loss per common share: Basic and diluted $ (1.05) $ (0.16) Weighted average common shares outstanding: Basic and diluted 422,999,671 383,149,511 Statement of Operations

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Note: In thousands, except number of shares, per share amounts and par value. 21 March 31, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,629,995 $ 3,266,389 Restricted cash 196,282 189,933 Accounts receivable 5,604 1,212 Digital assets 1,237 270 Prepaid expenses 20,573 6,272 Other current assets 13,737 14,197 Total current assets 2,867,428 3,478,273 Property, plant and equipment, net 2,582,169 1,507,699 Equity in net assets of investee 434,460 446,008 Goodwill 55,457 55,457 Operating lease right-of-use asset 102,866 103,975 Finance lease right-of-use asset 118,576 119,338 Restricted cash 266,466 266,453 Deferred charges 572,774 572,888 Other assets 8,257 8,091 TOTAL ASSETS $ 7,008,786 $ 6,558,182 LIABILITIES AND STOCKHOLDERS' EQUITY March 31, 2026 Dec 31, 2025 CURRENT LIABILITIES: Accounts payable $ 227,598 $ 65,139 Accrued construction liabilities 201,779 102,582 Accrued interest 114,825 52,775 Other accrued liabilities 87,458 74,170 Other amounts due to related parties 459 200 Current portion of deferred rent liability 61,006 58,184 Current portion of operating lease liability 2,065 2,015 Current portion of finance lease liability 2 2 Warrant liabilities 1,061,024 844,698 Short-term debt 98,573 — Current portion of long-term debt 43,564 46,316 Short-term convertible notes 490,354 489,767 Total current liabilities 2,384,870 1,735,848 Deferred rent liability, net of current portion 9,712 23,285 Operating lease liability, net of current portion 21,760 22,309 Finance lease liability, net of current portion 289 289 Long-term debt 3,060,194 3,052,240 Convertible notes 1,597,266 1,582,788 Deferred tax liabilities 104 76 Other liabilities 7,732 902 TOTAL LIABILITIES 7,086,406 6,417,737 STOCKHOLDERS' EQUITY: Preferred stock — — Common stock 450 444 Additional paid-in capital 1,493,611 1,285,202 Treasury stock (151,509) (151,509) Accumulated deficit (1,439,675) (993,692) Total TeraWulf, Inc. stockholders’ (deficit) equity (97,123) 140,445 Noncontrolling interests 1,154 — Total (deficit) equity (95,969) 140,445 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,008,786 $ 6,558,182 Balance Sheet

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 Note: All values in thousands. The Company presents adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“GAAP”). We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measure” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Mar 31, 2026, Form 10-Q. 22 RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Net loss attributable to TeraWulf, Inc. (427,634) (61,418) Net loss attributable to non-controlling interest (69) — Net loss $ (427,703) $ (61,418) Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: Equity in net loss of investee, net of tax 11,548 — Income tax provision 28 — Interest income (29,411) (2,259) Change in fair value of warrants 216,325 — Interest expense 67,071 4,049 Impairment of property, plant, and equipment 25,697 — Depreciation 28,477 15,574 Accretion of asset retirement obligations 168 — Amortization of right-of-use asset 1,871 685 Stock-based compensation expense 101,418 38,674 Acquisition-related transaction costs 438 — Non-GAAP Adjusted EBITDA $ (4,073) $ (4,695) Adjusted EBITDA

Geom Slide Title – 28 Franklin Gothic Med Header – 14 Franklin Gothic Book Content Text – 14 Franklin Gothic Book Chart Content – 10 RGB 33 – 40 – 64 20 – 135 – 211 129 – 200 – 255 205 – 217 – 225 74 – 88 – 135 Outline: black, ½ pt. 255 – 177 – 0 1. Dilution figures assume principal of $500M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method). 2. Dilution figures assume principal of $1,000M is repaid in cash and the cash value of the capped call is utilized to repurchase shares (based on the Treasury Method). 3. Dilution figures assume principal of $1,025M is repaid in cash. 23 TeraWulf Capitalization Table As of March 31, 2026 Outstanding 20.00$ 21.50$ 23.00$ 24.50$ 26.00$ 27.50$ 29.00$ 30.50$ Common Stock 425,050 425,050 425,050 425,050 425,050 425,050 425,050 425,050 425,050 2030 Convertible Notes 21,226 23,859 26,148 28,157 29,935 31,518 32,938 34,217 2031 Convertible Notes 4,989 10,254 14,833 18,851 22,405 25,572 28,411 30,971 2032 Convertible Notes 161 3,736 6,845 9,574 11,988 14,138 16,066 17,804 Warrants to Purchase Common Stock $0.010 Exercise Price 73,580 73,543 73,546 73,548 73,550 73,552 73,553 73,555 73,556 $1.000 Exercise Price 1,287 1,223 1,227 1,231 1,234 1,238 1,240 1,243 1,245 $1.925 Exercise Price 6,012 5,433 5,474 5,509 5,540 5,567 5,591 5,613 5,633 Subtotal 80,879 80,199 80,247 80,288 80,324 80,356 80,385 80,410 80,433 Omnibus Incentive Plan Equity Awards - Unvested 36,684 36,684 36,684 36,684 36,684 36,684 36,684 36,684 36,684 Restricted Stock Units Performance-based Restricted Stock Units $16 vesting, as defined 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 $18 vesting, as defined 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 $20 vesting, as defined 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 2,695 $22 vesting, as defined 2,695 - - 2,695 2,695 2,695 2,695 2,695 2,695 Subtotal 47,464 44,769 44,769 47,464 47,464 47,464 47,464 47,464 47,464 Estimated Diluted Share Count 553,393 576,394 587,915 600,629 609,420 617,198 624,127 630,339 635,940 Estimated Diluted Shares at Various Share Prices (Based on the Treasury Method)

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v3.26.1

Cover

Nov. 10, 2025

Cover [Abstract]

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8-K

Document Period End Date

May 08, 2026

Entity Registrant Name

TERAWULF INC.

Entity Incorporation, State or Country Code

Entity File Number

001-41163

Entity Tax Identification Number

87-1909475

Entity Address, Address Line One

9 Federal Street

Entity Address, City or Town

Easton,

Entity Address, State or Province

Entity Address, Postal Zip Code

21601

City Area Code

(410)

Local Phone Number

770-9500

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false

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Common stock, $0.001 par value per share

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WULF

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