Added10-Q 2026-11-06 vs 10-K 2026-02-27
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
WULFTeraWulf
- Headquarters
- Easton, MD
- CEO
- Paul B. Prager
- Next results
- around Feb 25, 2027
16 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Mar 3, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Delays in lease commencement, limitations in customer backstop arrangements and the potential insufficiency of completion guarantees could adversely affect our financial condition and results of operations.
Under certain circumstances, lessees may have the right to terminate applicable leases if there are significant delays in construction, subject to extension for force majeure events. We and certain affiliated entities have agreed to provide subsidiaries with funds necessary to achieve target commencement dates under applicable customer leases; however, these completion guarantees may not be sufficient. If we are unable to complete projects within anticipated cost
Similar paragraph at 1 of 31 other Crypto companies: CIFRestimates, we may not have sufficient funds to provide necessary support. The failure to complete projects in a timely manner could have a material adverse effect on our financial condition and results of operations.
Similar paragraph at 13 of 31 other Crypto companies: ABTC, BTBT, CIFR, CORZ, EXOD, FIGR, FWDI, GME and 5 moreCustomer backstop arrangements of obligations under certain leases (for example, Google’s Backstop of Fluidstack’s obligations under the applicable Fluidstack Leases) are only effective following the commencement of the relevant lease. If one or more leases do not commence as of their respective targeted commencement dates, then the corresponding backstop may not become effective until completion of the applicable project. If completion of a data center campus is delayed beyond specified thresholds, the customer may have the right to terminate the applicable lease. Such termination event would not trigger the backstop. In addition, backstop arrangements are only triggered upon a payment or insolvency event of default under the applicable lease. There are other events of default or termination events that may result in the termination of a lease without triggering the applicable backstop. In addition, if we have a disagreement about whether a backstop has been triggered, there can be no assurance that such backstop will be honored in a timely manner or at all.
Similar paragraph at 1 of 31 other Crypto companies: CIFRRead in the 10-K ↗
Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.
In recent years, the time and costs required to secure and expand interconnection facilities and transmissions systems have increased, complicating project planning and creating additional contractual and financial risk for projects under construction. We may face difficulties in expanding our interconnection facilities and access to transmissions systems in a timely manner and at a reasonable cost as well as curtailment resulting from transmission facility downtime, which could materially and adversely affect our results of operations and cash flow.
Since the development, construction and operation of the Abernathy HPC Campus is subject to the terms of a joint venture agreement, TeraWulf may have less control over strategic decisions.
On October 27, 2025, the TeraWulf Member entered into the Abernathy Joint Venture Agreement with the Fluidstack Member. The Abernathy Joint Venture Agreement provides that, except for certain specified matters, decisions are to be made by a majority vote of the board of managers. The board of managers will initially comprise three designees of TeraWulf and two designees of the Fluidstack Member. Any significant disagreements between joint venture partners on strategic decisions or the inability of the Fluidstack Member to meet obligations to the Abernathy Joint Venture or third parties may impede TeraWulf’s ability to control aspects of the development, construction, and operation of the Abernathy HPC Campus.
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If we engage in debt financing, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference and may require us to accept restrictive covenants. If we are unable to generate sufficient cash flows from operations to support our strategic growth, we may be required to reduce or delay investments, sell assets, or obtain financing on terms that may be onerous or highly dilutive.
Similar paragraph at 1 of 31 other Crypto companies: CLSKRead in the 10-K ↗
Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability against us, damage our reputation and materially harm our business.
Read in the 10-K ↗
Instability, fraud, or failures within the broader cryptocurrency ecosystem may adversely affect the price of bitcoin and our results of operations.
Digital asset exchanges and cryptocurrency platforms are relatively new and, in many cases, lightly regulated. Certain exchanges have filed for bankruptcy or become subject to investigation by governmental agencies for fraud or other misconduct, resulting in increased volatility and loss of confidence in digital asset markets. Bitcoin is subject to price volatility resulting from financial instability, poor business practices, fraudulent activities of participants in the broader cryptocurrency market and heightened regulatory scrutiny.
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The bitcoin blockchain is subject to modification based on a consensus of the users on its network. When a significant minority of users on the network agree to a modification that is not compatible with the prior network protocol, a “fork” of the network results, with one prong running the pre-modified protocol and the other running the modified
Read in the 10-K ↗
We are, and may in the future may be, the subject of unfavorable allegations made by short sellers. For example, in August and October of this year, short sellers published reports that contained certain allegations against us that we believe to be misleading. Any such allegations may be followed by periods of instability in the market price of our shares
Read in the 10-K ↗
The issuance, conversion, or exercise of convertible notes and other convertible securities and warrants will dilute our stockholders' ownership.
We have issued, and may continue to issue, convertible securities and warrants to business counterparties and institutional investors. We have also issued convertible notes to certain institutional investors in private offerings. The exercise, conversion, or exchange of these instruments, including for other securities, will dilute existing stockholders’ ownership percentages. This dilution may negatively impact our ability to obtain additional capital. Holders of these securities may choose to exercise or convert them at times when we could otherwise secure equity capital on more favorable terms or when our common stock is trading above the exercise or conversion price.
Read in the 10-K ↗
New in the latest 10-Q
22 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In October 2026, the Company entered into an amended and restated ESA and an amended and restated LOA with Kentucky Power Company. The amended and restated ESA increases contracted capacity at the Muskie Data Campus from 500 MW to 1,000 MW, with load scheduled to ramp to 1,000 MW by October 2029. The amended and restated ESA will become effective upon approval by the Kentucky Public Service Commission (“KPSC”) on terms reasonably acceptable to both parties, and the original ESA remains in effect until such approval. The initial term is 20 years for the first 500 MW and 15 years for the additional 500 MW, each commencing on the in-service date. After the tenth year of each initial term, the Company may reduce contracted capacity by up to 20 % without an exit fee upon 42 months’ notice. Larger reductions or termination are subject to exit fees.
Read in the 10-Q ↗
Upon effectiveness, the amended and restated ESA requires the Company to (i) fund $ 100.0 million of residential customer bill credits in annual installments of $ 10.0 million from 2028 through 2037, (ii) pay quarterly carrying charges of up to $ 465.4 million on Kentucky Power Company’s construction costs for a planned generating facility, beginning upon KPSC approval of the facility and ending when the facility is placed in service, and (iii) provide additional collateral of $ 125.1 million within 60 days after KPSC approval of the amended and restated ESA, increasing total ESA collateral to $ 435.9 million (See Note 12). Until the generating facility is placed in service, energy will be charged at wholesale market cost on a pass-through basis rather than under the tariff fuel adjustment charge. On November 4, 2026, the Company entered into a Second Amended and Restated ESA (the “Second A&R ESA”) with Kentucky Power Company, which clarifies that the second phase (second 500 MW) of the contract will extend for a full 15-year term. Effectiveness of the Second A&R ESA is also subject to approval by the KPSC. The Second A&R ESA maintains the capacity increase to 1,000 MW and leaves required collateral amounts unchanged.
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The amended and restated LOA, effective October 1, 2026, accelerates the scheduled completion of transmission infrastructure for the full 1,000 MW to the fourth quarter of 2029 from the fourth quarter of 2030. The LOA cost limit and remaining collateral installments are unchanged.
Read in the 10-Q ↗
In August 2026, the Second A&R Lease and the Somerset-Brookings Leases were amended and restated. The amendments primarily added approximately 15.6 acres of real property to one of the Somerset-Brookings Leases. As a result, the Somerset-Brookings Leases now cover approximately 178.3 acres. The amendments did not change the lease term or the renewal options. The Company accounted for the additional acreage as a separate contract under ASC 842 because the amendments granted an additional right of use, and the increase in lease payments was commensurate with the standalone price of that right of use. Consistent with the New Ground Lease, the additional right of use includes a land component, classified as an operating lease, and a building component, classified as a finance lease, which were measured using a discount rate of 7.0 %.
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The components of HPC lease revenue for the operating lease were as follows (in thousands):
Read in the 10-Q ↗
In October 2026, the Company amended the Revolving Credit Agreement to (i) increase the aggregate commitments under the Revolving Credit Facility from $ 250.0 million to $ 400.0 million, (ii) add an uncommitted accordion feature under which the aggregate commitments may be increased by up to $ 150.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions, (iii) eliminate the $ 150.0 million sublimit for the issuance of letters of credit and (iv) increase the aggregate limit on borrowings and letters of credit outstanding prior to the First Commencement Date from $ 75.0 million to $ 150.0 million. The amendment also provides for the release of certain collateral securing the Revolving Credit Facility upon the satisfaction of certain conditions.
Read in the 10-Q ↗
In the normal course of business, the Company enters into agreements with utility companies for the supply of electric capacity and energy and for the construction of related transmission infrastructure. Certain of these agreements contain provisions that require the Company to post collateral, which may take the form of cash, letters of credit, guarantees or other credit support.
Read in the 10-Q ↗
The Company is involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by the Company and, in limited cases, indemnification from third parties. The Company establishes reserves for loss contingencies when the losses are both probable and reasonably estimable. The Company records legal costs associated with loss contingencies as expenses in the period in which they are incurred. While the outcome of litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Read in the 10-Q ↗
On November 4, 2026, the Company, certain of its subsidiaries and Anthropic entered into credit support agreements with Google in connection with each of the Anthropic HPC Leases.
Read in the 10-Q ↗
The termination fee required to be paid by Google under the credit support agreements, to the extent applicable, decreases over time and is subject to limits, including based on the amount of the related project financing. Upon payment of a termination fee, Google may elect to acquire an equity interest in the Company’s subsidiary that is the landlord under the applicable Anthropic HPC Leases.
Read in the 10-Q ↗
The backstop under the credit support agreements described above terminates under specified conditions, including when Anthropic, or a qualifying affiliate that guarantees its lease obligations, maintains the required investment-grade credit ratings for at least three months.
Read in the 10-Q ↗
In connection with the credit support agreements, the Company’s subsidiary that is the landlord under the Anthropic HPC Leases and Anthropic also agreed to amend the Anthropic HPC Leases.
Read in the 10-Q ↗
In October 2026, the Company entered into an engineering, procurement and construction agreement with Fluor Enterprises, Inc. for three data center buildings at the Justified Data Campus. The agreement covers engineering, procurement, construction, testing and commissioning, with guaranteed maximum pricing to be established as engineering and procurement progress. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.
Read in the 10-Q ↗
In May 2026, the Company also entered into electric service and transmission infrastructure agreements with Kentucky Power Company, an American Electric Power company, providing for 500 MW of contracted electric service at the Muskie Data Campus. In October 2026 and November 2026, the Company executed amended and restated agreements increasing contracted capacity to 1,000 MW, subject to approval by the Kentucky Public Service Commission. The initial 500 MW is expected to begin ramping in the fourth quarter of 2028, with the additional 500 MW targeted for delivery in 2029. The amended agreements also provide for additional financial commitments and collateral requirements, as further described in Note 3 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Read in the 10-Q ↗
On October 1, 2026, the Company entered into amended and restated electric service and transmission infrastructure agreements with Kentucky Power Company relating to the Muskie Data Campus. The amended electric service agreement increases contracted power capacity from 500 MW to 1,000 MW, with the additional capacity expected to become available in phases through October 2029, subject to approval by the Kentucky Public Service Commission. The amended agreements also provide for additional collateral, customer bill credits and other financial commitments. For further information reference Notes 3 and 12 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Read in the 10-Q ↗
On October 23, 2026, the Company entered into an amendment to its Revolving Credit Agreement, increasing aggregate commitments under the Revolving Credit Facility from $250.0 million to $400.0 million. The amendment also provides for an uncommitted accordion feature of up to $150.0 million, eliminates the existing $150.0 million letter-of-credit sublimit and increases the aggregate limit on borrowings and letters of credit outstanding prior to the First Commencement Date from $75.0 million to $150.0 million. The amendment further provides for the release of certain collateral upon satisfaction of specified conditions. For further information reference Note 10 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Read in the 10-Q ↗
On November 4, 2026, the Company, certain of its subsidiaries and Anthropic entered into credit support agreements with Google in connection with each of the Anthropic HPC Leases.
Read in the 10-Q ↗
The termination fee required to be paid by Google under the credit support agreements, to the extent applicable, decreases over time and is subject to limits, including based on the amount of the related project financing. Upon payment of a termination fee, Google may elect to acquire an equity interest in the Company’s subsidiary that is the landlord under the applicable Anthropic HPC Leases.
Read in the 10-Q ↗
The backstop under the credit support agreements described above terminates under specified conditions, including when Anthropic, or a qualifying affiliate that guarantees its lease obligations, maintains the required investment-grade credit ratings for at least three months.
Read in the 10-Q ↗
In connection with the credit support agreements, the Company’s subsidiary that is the landlord under the Anthropic HPC Leases and Anthropic also agreed to amend the Anthropic HPC Leases.
Read in the 10-Q ↗
In October 2026, the Company entered into an engineering, procurement and construction agreement with Fluor Enterprises, Inc. for three data center buildings at the Justified Data Campus. The agreement covers engineering, procurement, construction, testing and commissioning, with guaranteed maximum pricing to be established as engineering and procurement progress. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.
Read in the 10-Q ↗
In October 2026, the Company increased commitments under its Revolving Credit Facility to $400.0 million, providing additional flexibility to support working capital requirements, letters of credit and ongoing development activities. The increased commitments were not in effect as of September 30, 2026. See Note 10 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our subsequent Quarterly Reports on Form 10-Q.
Added10-Q 2026-11-06 vs 10-K 2026-02-27
On October 23, 2024, the Company announced that the Company’s board of directors (the “Board of Directors”) approved a share repurchase program authorizing the Company to repurchase up to $200.0 million of the Company’s outstanding shares of its Common Stock through December 31, 2025. In May 2025, the Board of Directors agreed that the share repurchase program authorization shall continue unless and until the Company purchases $200.0 million of its Common Stock or it is revoked by the Board of Directors.
Added10-Q 2026-11-06 vs 10-K 2026-02-27
During the third quarter of 2026, the Company repurchased shares of Common Stock as follows:
Reworded10-Q 2026-11-06 vs 10-K 2026-02-27
Before deciding whether to invest in our common stock, Common Stock, in addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in this our Annual Report. Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated herein by reference.
Work on WULF in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
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