AddedRisk Factors
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.
WULFTeraWulf
- Headquarters
- Easton, MD
- CEO
- Paul B. Prager
- Next results
- around Feb 25, 2027
10-K 0001083301-26-000031 (2026-02-27) vs 10-K 0001083301-25-000018 (2025-03-03)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 9,439 | 28.6% |
| MD&A | Item 7 | 9,492 | 45.0% |
| Legal Proceedings | Item 3, via Note 13 – COMMITMENTS AND CONTINGENCIES | 48 | not compared |
| Accounting Policies | Item 8, Note 2 – SIGNIFICANT ACCOUNTING POLICIES | 9,295 | 34.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 483 words changed in this paragraph; it is 38% similar to last year's version.
Year Ended December 31, 2025 2024 2023 2022 Supplemental disclosure of noncash activities: Cumulative-effect adjustment due to the adoption of Accounting Standard Update 2023-08 $ — $ 37 $ — $— Operating right-of-use asset obtained in exchange for lease obligation $ 77,056 $ — $11,223 Finance right-of-use asset obtained in exchange for lease obligation $ 6,557 $ — $— Contribution of plant and equipment or deposits on plant and equipment to joint venture $ — $ 35,792 $11,267 Deferred financing costs in accounts payable or other accrued liabilities $ — $ — $249 Common stock issuance costs in accounts payable $ — $ — $131 Preferred stock issuance costs in other accrued liabilities or accounts payable $ — $ — $293 Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt $ 167,356 $ 27,661 $ 5,182 $8,451 Purchases of and deposits on plant and equipment with digital currency assets $ — $ 316 $ 437 $— Increase in plant and equipment for miners assigned in connection with sale of equity interest in investee $ — $ 15,715 $ — Investment in joint venture in other accrued liabilities, other amounts due to related parties and long-term debt $ — $ 452 $5,203 Convertible promissory notes converted to common stock $ — $ 4,666 $— Convertible promissory notes deferred issuance costs in accounts payable 452 Contribution of plant and equipment or deposits on plant and equipment to joint venture $ — $ — $104 Common stock issued for share based liabilities $ 35,792 Decrease to investment in joint venture due to related party $ 2,500 $ 15,000 $— Common stock issued to related party pursuant to operating lease $ 63,368 $ — $11,489 Common stock issued to related party pursuant to finance lease $ 5,392 $ — $— Common stock issued for payment on convertible promissory notes bitcoin received as distribution from investee $ — $ — $168 Common stock warrants issued for long-term debt commitment fee 22,776 $ — $ — $1,967 Common stock warrants issued for discount on long-term debt $ — $ 16,036 $6,348 21,949 Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets $ — $ — $ 6,868 $51,978 Decrease Operating right-of-use asset obtained in exchange for lease obligation $ 13,192 $ 77,056 $ — Finance right-of-use asset obtained in exchange for lease obligation $ — $ 6,577 $ — Debt issuance costs in other accrued liabilities $ 38,312 $ — $ — Common stock issued to investment in joint venture related party pursuant to operating lease $ — $ 63,368 $ — Common stock issued to related party pursuant to finance lease $ 110,293 $ 5,392 $ — Common stock issued for share based liabilities due to bitcoin received as distribution from investee related party $ 22,776 2,375 $ 21,949 $— Increase in plant and equipment 2,500 $ 15,000 Common stock issued for miners assigned in connection with sale of equity interest in investee business acquisition $ 15,715 39,347 $ — $— $ — Consideration related to transition services agreement for business acquisition $ 1,300 $ — $ — Settlement of preexisting relationships in business acquisition $ 2,315 $ — $ — Convertible promissory notes converted to common stock $ — $ — $ 4,666 Convertible preferred stock converted to common stock $ 9,265 $ — $ — Common stock warrants issued for deferred charges $ 515,481 $ — $ — Common stock warrants issued for discount on long-term debt $ — $ — $ 16,036 Common stock reacquired in exchange for warrants $ — $ 12,491 $— Change in fair value of embedded conversion feature of convertible promissory note in additional paid-in capital $ — $ — $1,591 12,491
Source: Item 8, Note 2 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001083301-26-000031 vs Item 8, Note 2 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001083301-25-000018
MD&A 312 words changed in this paragraph; it is 32% similar to last year's version.
Cash (used in) provided by used in operating activities for continuing operations was $(24.4) $123.2 million and $4.2 $24.4 million for the years ended December 31, 2024 2025 and 2023, 2024, respectively, reflecting a decrease an increase of $28.6 $98.8 million. During the year ended December 31, 2024, 2025, the Company completed significant expansion of its bitcoin mining began HPC operations resulting in an increase in mining capacity at the Lake Mariner Facility to approximately 195 MW as of December 31, 2024 as compared to 110 MW as of December 31, 2023 which resulted in stable segment profit of $7.1 million. While the Company continued to profitably mine bitcoin earned during the period despite the impacts of the halving in April 2024. In addition, the average price of bitcoin increased during the year ended December 31, 2024 to $65,824 as compared to $28,788 during 2025, the same period in the prior year, resulting in an increase in revenue of $70.9 million. Power prices increased during the year ended December 31, 2024 as compared to prior year and cost of revenue (exclusive of depreciation) increased approximately $35.3 Company reported $10.9 million for the year ended December 31, 2024 lower digital asset segment profit as compared to the prior year primarily due to the increase in mining capacity and the halving in April 2024. Additionally, prior to the repayment of the Term Loans in July 2024, the Company converted its bitcoin holdings nearly immediately to cash 2024 and the increase in network hashrate as compared to prior year. The Company also received inflows from (i) prepaid rent from customers net of commissions paid of $51.6 million and (ii) interest income proceeds net of interest paid of $28.1 million, partially offset by outflows resulting from (i) increased selling, general and administrative expenses (including related proceeds from sales party, but exclusive of digital currency were included within noncash stock based compensation) of $57.2 million and (ii) cash flows from operating activities in the consolidated statements paid for unearned HPC tenant fit-out of cash flows. Subsequently, proceeds from sales of digital currency of $67.4 million are included within cash flows from investing activities in the consolidated statements of cash flows for $11.0 million, during the year ended December 31, 2024 2025 as compared to the Company no longer converts bitcoin into cash on a nearly immediate basis. prior year.
Source: Item 7, 10-K 0001083301-26-000031 vs Item 7, 10-K 0001083301-25-000018
Risk Factors 224 words changed in this paragraph; it is 35% similar to last year's version.
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 of common stock and negative publicity. We may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. In addition, any related inquiry or formal investigation from a governmental organization or other regulatory body, including any inquiry from the SEC or the U.S. Department of Justice, could result in a material diversion of our management’s time and could have a material adverse effect on our business and results of operations. Such a situation could be costly and time consuming and could distract our management from operating our business. SEC investigations are generally fact-finding inquiries and do not necessarily mean that the SEC has concluded that we have violated the federal securities laws or that the SEC has a negative view of the Company. Even if such allegations are ultimately proven to be groundless, allegations against us could adversely impact our business, and cause downward pressure and increased volatility in the price of our shares of common stock. In October 2024, we received an inquiry from the SEC relating to the allegations in the recent short seller reports relating to the sources of electricity used in our operations and the proportion of energy attributable to zero-carbon energy sources. We believe these allegations to be
Source: Item 1A, 10-K 0001083301-26-000031 vs Item 1A, 10-K 0001083301-25-000018
Every change, by type
Sentences and paragraphs of WULF's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-03-03. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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
AddedRisk Factors
estimates, 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.
AddedRisk Factors
Customer 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.
AddedRisk Factors
Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
Instability, fraud, or failures within the broader cryptocurrency ecosystem may adversely affect the price of bitcoin and our results of operations.
AddedRisk Factors
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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Further, the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.
RewordedRisk Factors
Should a designer, general contractor, significant subcontractor or key supplier any such party experience financial difficulties or other problems during the design or construction process, problems, we could experience significant delays, increased costs to complete the project and/or and other negative impacts to our expected returns.
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A perceived lack of stability in the digital asset exchange market and market, the closure or temporary shutdown of digital asset exchanges due to business failure, hackers cyber-attacks, government-mandated regulation or malware, government-mandated regulation, fraud, or fraud other disruptions in the cryptocurrency ecosystem may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency bitcoin values.
RewordedRisk Factors
The expansion of our miner fleet, our existing mining facilities and our digital infrastructure to support HPC hosting and colocation are capital-intensive projects, and we anticipate that our future strategic growth initiatives will likewise continue to be are capital-intensive.
RewordedRisk Factors
Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation.
RewordedRisk Factors
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We may be unable to access sufficient additional capital for future strategic growth initiatives. initiatives, and any such capital raises may be dilutive or subject to restrictive terms.
RewordedRisk Factors
The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities such as those we are building at the Lake Mariner Facility.. facilities.
RewordedRisk Factors
In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events.
AddedMD&A
We are a vertically integrated owner, developer, and operator of digital infrastructure assets in the United States, purpose-built to support HPC workloads, including AI, machine learning, and advanced cloud applications.
AddedMD&A
The Company has undergone a deliberate strategic transition toward HPC hosting as its primary business. While TeraWulf historically operated bitcoin mining facilities and leveraged flexible compute loads to support early infrastructure development, going forward the Company’s capital allocation, development activities, and operating focus are centered on HPC data center development, long-term hosting arrangements, and infrastructure supporting AI-driven compute workloads.
AddedMD&A
Our strategy is grounded in controlling infrastructure at utility scale and pairing compute-optimized facilities with reliable, long-duration power resources. By controlling land use through ownership or long-term ground leases, together with interconnection rights, electrical and cooling infrastructure, and, where appropriate, on-site generation, the Company delivers resilient, cost-efficient capacity to hyperscale and enterprise customers under multi-year hosting arrangements.
AddedMD&A
The Company’s platform is differentiated by long-term control of utility-scale infrastructure, deep in-house power and grid expertise, and a scalable development model supported by long-term, credit-enhanced customer contracts.
AddedMD&A
Management’s execution of the Company’s strategy is focused on converting advantaged infrastructure positions into long-dated, contracted HPC capacity. This execution model emphasizes vertical integration, long-duration customer contracts supported by credit enhancement, and phased development aligned with customer deployment schedules and power availability.
AddedMD&A
A core element of this approach is infrastructure control. By retaining control over land use, interconnection rights, electrical and cooling systems, and on-site generation where appropriate, the Company is able to manage development risk, optimize capital deployment, and maintain operational oversight throughout the lifecycle of its facilities. Management believes this approach reduces execution risk relative to third-party development models and supports infrastructure-style returns.
AddedMD&A
The Company’s contracting strategy prioritizes multi-year hosting arrangements with credit-supported counterparties. These arrangements provide long-dated revenue visibility, support project-level financing, and reduce cash flow volatility as the platform scales. Credit enhancement associated with certain customer contracts has been a key factor in accelerating development timelines and enabling third-party financing.
AddedMD&A
Each campus is designed for modular, multi-phase expansion. Initial phases deliver near-term contracted capacity, while subsequent phases are developed in line with customer demand and power availability. Management believes this phased approach allows the Company to scale efficiently while maintaining capital discipline.
AddedMD&A
Consistent with this strategy, the Company has deliberately shifted capital allocation away from new bitcoin mining investments and toward HPC data center development. While legacy mining operations continue to utilize existing infrastructure, management does not intend to deploy incremental growth capital to mining activities.
AddedMD&A
On May 21, 2025 (the “Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (NY) LLC and Beowulf E&D (MD) LLC (collectively, “Beowulf E&D”). Additional detail regarding the consideration paid and contingent consideration associated with the Beowulf E&D acquisition is included in Note 3 to the consolidated financial statements.
AddedMD&A
The acquisition materially expanded the Company’s internal capabilities across power infrastructure development, site operations, engineering, and project execution. Approximately 94 employees transitioned to the Company as part of the transaction. Management believes this acquisition strengthened operational integration and execution capability as the Company scales its HPC platform.
AddedMD&A
On August 12, 2025, the Company entered into a long-term ground lease for approximately 183 acres in Lansing, New York. Upon completion of permitting and site development, the Cayuga Site has the potential for up to 400 MW of gross capacity, supporting approximately 320 MW of critical IT load. The Cayuga Site provides an additional anchor location with existing interconnection and supporting infrastructure and represents a key component of the Company’s forward development pipeline.
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Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross net deferred tax assets as of December 31, 2024 2025 and 2023. 2024, except for a $76,000 deferred tax liability as of December 31, 2025 arising from indefinite-lived assets (e.g., tax-deductible goodwill related to the acquisition of Beowulf E&D) that cannot be used as a source of taxable income to support the realization of deferred tax assets when a full valuation allowance is in place.
RewordedMD&A
Selling, general and administrative expenses – related party decreased a net $1.3 $4.5 million in primarily due to a full year of fees paid incurred under the Services Agreement with Beowulf E&D primarily due to performance milestone expense incurred during for the year ended December 31, 2023 that were not incurred during the year ended December 31, 2024, offset by an increase in the base fee 2024 as well as increased travel expense of $0.6 million. compared
RewordedMD&A
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Selling, general and administrative expenses increased primarily due to increased expense during the year ended December 31, 2024 2025 as compared to the same period in the prior year of (i) stock-based compensation of $25.2 million, (ii) employee compensation and benefits of $5.7 $47.7 million, (ii) stock-based compensation of $20.0 million, (iii) travel expenses of $0.6 $2.4 million, (iv) legal and other professional fees of $1.4 $5.1 million, (v) charity, sponsorships and investor relations of $1.1 million and (vi) other public company Beowulf E&D acquisition-related costs of $1.1 million, partially offset by decreases in insurance expense of $0.9 $1.5 million.
RewordedMD&A
During the years year ended December 31, 2024 and December 31, 2023, 2024, the Company recorded sold or otherwise disposed of 62,970 miners and received proceeds of $23.3 million resulting in a net loss on disposal of property, plant and equipment of $17.8 million and $1.2 million, respectively, related to disposals in the consolidated statement of miners and write-off of deposits on miners. operations.
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(vi) change in fair value of contingent consideration, change in fair value of warrant and derivative liabilities, loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company’s general business performance performance; and (vii) loss from discontinued operations, net acquisition-related transaction costs which management believes are not reflective of tax, which is not applicable to the Company’s future ongoing operating activities.
RewordedMD&A
Year Ended December 31, Cost of mining - Analysis of costs to mine one bitcoin 2025 2024 2023 Cost of mining - Lake Mariner Facility LMD Bitcoin Mining Facilities and net share of the Nautilus Cryptomine Facility Cost of energy per bitcoin mined $53,609 $25,227 $8,676 Other direct costs of mining - non energy utilities per bitcoin mined $72 $41 $29 Cost to mine one bitcoin(1) $53,681 $25,268 $8,705 Value of each bitcoin mined(2) $101,307 $62,889 $29,645 Cost to mine one bitcoin as % of value of bitcoin mined 53.0% 40.2% 29.4% Statistics Lake Mariner Facility LMD Bitcoin Mining Facilities and net share of the Nautilus Cryptomine Facility Total bitcoin mined(3) 1,496 2,728 3,343 Total value of bitcoin mined(2) ($ in thousands) $151,556 $171,547 $99,105 Total MWhs utilized 1,344,760 1,601,061 910,744 Total energy expense, net of expected demand response proceeds(4) ($ in thousands) $80,199 $68,815 $29,006 Cost per kWh $0.060 $0.043 $0.032 Energy expense, net as % of value of bitcoin mined 52.9% 40.1% 29.3% Other direct costs of mining ($ in thousands) $108 $111 $97
RewordedMD&A
During the year ended December 31, 2024, 2025, the Company recorded an accelerated depreciation expense of $5.1 $19.6 million related to a certain miner building and related miners whose estimated of which the Company shortened their useful lives were shortened due to planned replacement by April 2024. based on expected shutdown of operations for purposes of supporting the HPC operations.
RewordedMD&A
Equity in net income (loss) loss of investee, net of tax for the years year ended December 31, 2024 and 2023 2025 was $3.4 $4.1 million and $(9.3) million, respectively, which represents TeraWulf’s proportional share of income or net loss of Nautilus, the Abernathy Joint Venture which was formed in October 2025 and has not yet commenced operations in February 2023. operations.
RewordedMD&A
(4) While nameplate inventory at the Lake Mariner Facility LMD Bitcoin Mining Facilities was 10.9 EH/s and 9.7 EH/s as of December 31, 2024 2025 and was 5.5 EH/s for TeraWulf’s two facilities as of December 31, 2023, inclusive of gross total hosted miners, 2024, respectively, actual monthly operational hashrate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
Quiet changesMD&A
We do not have scheduled downtime for our miners; however, miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically.
Quiet changesMD&A
We will are actively seek seeking opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.
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