WULFTeraWulf

Administrative and Infrastructure Services Agreement

“On April 27, 2021, Beowulf Electricity & Data Inc. (“Beowulf E&D”), a company owned and controlled by Paul Prager, and TeraWulf entered into the administrative and infrastructure services agreement, pursuant to which Beowulf E&D agreed to provide, or to cause its affiliates to provide, to TeraWulf certain services necessary to build and operate certain bitcoin mining facilities anticipated to be developed by TeraWulf (the “Facilities”) and support TeraWulf’s ongoing business, including, among others, services related to construction, technical and engineering, operations and maintenance, procurement, information technology, regulatory, health and safety, treasury, finance and accounting, human resources, legal, corporate compliance, risk management, ESG, tax compliance, external affairs, corporate communications, public affairs and corporate planning and development (the “E&D Services Agreement”). In addition, the E&D Services Agreement allows for Beowulf E&D to take actions in the name of TeraWulf, subject to certain limitations as set forth in the agreement. The E&D Services Agreement has an initial term of five years and automatically renews for successive three-year terms, unless earlier terminated.”

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Administrative and Infrastructure Services Agreement

“Pursuant to the E&D Services Agreement, TeraWulf is required to (i) make available its professional, supervisory and managerial personnel employed by TeraWulf or its affiliates to coordinate with Beowulf E&D as reasonably required and (ii) provide Beowulf E&D access to the Facilities and any appurtenances thereto, together with the necessary rights of ingress and egress thereto. In addition, pursuant to the E&D Services Agreement, TeraWulf is responsible for obtaining, maintaining and renewing all permits necessary for TeraWulf to do business in the jurisdictions in which the Facilities are located and to own, operate and maintain the Facilities.”

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Administrative and Infrastructure Services Agreement

“Pursuant to the E&D Services Agreement, TeraWulf appointed Beowulf E&D as agent with such authority as may be necessary for Beowulf E&D to perform the services pursuant to the E&D Services Agreement, including, among others, the authority to take actions and execute documents in the name, and as agent on behalf, of TeraWulf, subject, in all instances, to the limitations on Beowulf E&D’s authority set forth in the E&D Services Agreement and the specific written instructions of TeraWulf from time to time.”

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Administrative and Infrastructure Services Agreement

“In connection with the E&D Services Agreement, TeraWulf has agreed to pay Beowulf E&D an annual fee for the first year in the amount of $7.0 million payable in monthly installments, and an annual fee equal to the greater of $10.0 million or $0.0037 per kilowatt-hour of electric load utilized by the Facilities thereafter. TeraWulf will also provide Beowulf E&D reimbursement for certain reasonable and documented equipment, infrastructure and operating expenses incurred in the performance of Beowulf E&D’s obligations under the E&D Services Agreement, which reimbursement will be prepaid monthly by TeraWulf and reconciled monthly. Beowulf E&D may also request advances for emergencies as well as equipment, infrastructure and operating expenses that require expedited payment terms.”

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Administrative and Infrastructure Services Agreement

“On March 29, 2023, TeraWulf and Beowulf E&D entered into Amendment No. 1 to the E&D Services Agreement, pursuant to which Beowulf E&D agreed to, effective as of January 1, 2023, reduce the annual base fee to $8.5 million payable in monthly installments, until all obligations under the Company’s Loan, Guaranty and Security Agreement dated as of December 1, 2021, as amended and restated from time to time (the “Loan Agreement”), are either indefeasibly repaid in full or refinanced.”

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Administrative and Infrastructure Services Agreement

“Pursuant to the terms of the E&D Services Agreement, in 2023, TeraWulf issued 2,460,513 shares of common stock in the aggregate to Beowulf E&D and the Beowulf Electricity & Data Employee Discretionary Trust (the “E&D Trust”) as incentive compensation in connection with the listing of its common stock and its Facilities having utilized 100MW of cryptocurrency mining load. For every incremental 100 MW of cryptocurrency mining load deployed by the Facilities in the aggregate thereafter, TeraWulf agreed to issue additional awards of shares of TeraWulf common stock, valued at $2.5 million, to certain designated employees of Beowulf E&D in accordance with the E&D Services Agreement. A copy of the E&D Services Agreement and its Amendment No. 1 are exhibits to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022.”

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Administrative and Infrastructure Services Agreement

“In addition, pursuant to the E&D Services Agreement, Beowulf E&D provides TeraWulf with corporate office space in Easton, Maryland, Lafayette, Colorado and New York, New York. Beowulf E&D leases such corporate office space from various affiliated landlords and allocates the portion of the total rent with respect to such office space to TeraWulf.”

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Lake Mariner Facility Lease

“In connection with the execution and delivery of the New Lake Mariner Facility Lease, Lake Mariner Data and Somerset also entered into a lease termination agreement (the “Termination Agreement”), pursuant to which they terminated an existing lease agreement dated June 1, 2021 between Lake Mariner Data and Somerset for the Premises (the “Prior Lease”). As consideration for Somerset’s willingness to terminate the Prior Lease and enter into the New Lake Mariner Facility Lease, TeraWulf paid Somerset’s parent company Riesling Power LLC (“Riesling Power”) 20.0 million shares (the “Shares”) of TeraWulf’s common stock, par value $0.001 per share (the “Common Stock”), and $12.0 million in cash. Under the terms of the New Lake Mariner Facility Lease, Riesling Power agreed not to sell any of the Shares until October 9, 2025. Thereafter, Riesling Power may sell up to 5 million shares of Common Stock. After April 9, 2026, Riesling Power is no longer subject to the foregoing restrictions on sale.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“The Company has engaged in transactions with related parties, including entities affiliated with certain members of management. These transactions are described below and supplement disclosures included in the Company’s Annual Report on Form 10-K.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“On May 21, 2025 (the “Closing Date”), TeraWulf entered into a membership interest purchase agreement (the “Purchase Agreement”) with Beowulf E&D Holdings Inc., a Delaware corporation owned and controlled by Paul Prager (the “Seller”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of each of Beowulf Electricity & Data LLC, Beowulf E&D (MD) LLC and Beowulf E&D (NY) LLC, each a Delaware limited liability company and a wholly owned subsidiary of the Seller (collectively, “Beowulf E&D”).”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In connection with the transaction, the Company agreed to establish an employee benefit trust, to be administered by an independent third-party trustee, for the benefit of certain employees and service providers of Beowulf E&D and its affiliates. The Company has agreed to fund the trust annually in an amount equal to 2% of the Company’s annual capital expenditures, calculated in accordance with U.S. GAAP, related to the development and build out TeraWulf’s HPC and AI data centers, as determined in good faith by TeraWulf’s Board of Directors. The beneficiaries may include our NEOs, other than William Tanimoto.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In connection with the Purchase Agreement, the Company, the Seller and Beowulf E&D also entered into a mutual release and waiver agreement pursuant to which the parties released each other, to the fullest extent permitted by law, from any claims arising out of or relating to Beowulf E&D and its subsidiaries and affiliates (other than claims arising under the Purchase Agreement).”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“On the Closing Date, (i) the Company, Beowulf E&D and Heorot Power Holdings LLC, a Delaware limited liability company (“Heorot”) entered into a two-year transition services agreement pursuant to which the Company and Beowulf E&D agreed to provide certain services to Heorot, including tax, accounting and treasury, human resources, environmental, health and safety, legal, insurance, information technology, engineering, project development and construction; and (ii) the Administrative and Infrastructure Services Agreement, by and between TeraWulf and Beowulf E&D, dated as of April 27, 2021 (as amended), was terminated.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“The Company has engaged in transactions with related parties, including entities affiliated with certain members of management. These transactions are described below and supplement disclosures included in the Company’s Annual Report on Form 10-K.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“Other than compensation arrangements for our executive officers and directors (see “Executive Compensation” for a discussion of compensation arrangements for our named executive officers and directors) and the transactions discussed below, there were no transactions since the beginning of our 2025 fiscal year, or any currently proposed transaction, to which we were a party or will be a party, in which:”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“the amounts involved exceeded or will exceed $120,000; and • any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.”

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Policies and Procedures for Related Party Transactions

“We have adopted a written policy on transactions with related parties that is in conformity with the requirements for issuers having publicly held common stock that is listed on the Nasdaq. Related party transactions are defined as transactions in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company or any of its subsidiaries is a participant and (iii) a “Related Person” has, has or will have a direct or indirect material interest. For purposes of our written policy, a “Related Person” means any (i) executive officer, director or nominee for election as a director, (ii) greater than 5% beneficial owner of the Common Stock, (iii) immediate family member of the persons referred to in clauses (i) and (ii), and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.”

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Policies and Procedures for Related Party Transactions

“Under the related party transactions policy, the Company’s general counsel, or his or her designee, is primarily responsible for developing and implementing processes and procedures to obtain information regarding related parties with respect to potential related party transactions and then determining, based on the facts and circumstances, whether such potential related party transactions do, in fact, constitute related party transactions requiring compliance with the policy. If the Company’s general counsel, or his or her designee, determines that a transaction or relationship is a related party transaction requiring compliance with the policy, the Company’s general counsel, or his or her designee, will be required to present to the Audit Committee all relevant facts and circumstances relating to the related party transaction. The Audit Committee will be required to review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of the Company’s code of ethics, and either approve or disapprove the related party transaction. If the Audit Committee’s approval of a related party transaction requiring such approval is not feasible in advance of such related party transaction, then the transaction may be preliminarily entered into upon prior approval of the transaction by the chair of the Audit Committee, subject to ratification of the transaction by the Audit Committee at its next regularly scheduled meeting; provided, however, that, if the ratification is not forthcoming, the Company’s management will make all reasonable efforts to cancel or annul the related party transaction. If a transaction was not initially recognized as a related party transaction, then, upon such recognition, the related party transaction will be presented to the Audit Committee for ratification at its next regularly scheduled meeting; provided, however, that, if the ratification is not forthcoming, the Company’s management will make all reasonable efforts to cancel or annul the related party transaction. The Company’s management will update the Audit Committee as to any material changes to any approved or ratified related party transaction and will provide a status report at least annually of all the then-current related party transactions. No member of the Board of Directors will be permitted to participate in the approval of a related party transaction for which he or she is a related party. James Kacergis, married to the daughter of our Chairman and CEO, is employed as an executive of the Company and received total compensation in excess of $120,000 for fiscal year 2025.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“On May 21, 2025 (the “Closing Date”), TeraWulf entered into a membership interest purchase agreement (the “Purchase Agreement”) with Beowulf E&D Holdings Inc., a Delaware corporation owned and controlled by Paul Prager (the “Seller”), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of each of Beowulf Electricity & Data LLC, Beowulf E&D (MD) LLC and Beowulf E&D (NY) LLC, each a Delaware limited liability company and a wholly owned subsidiary of the Seller (collectively, “Beowulf E&D”).”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“The aggregate purchase price for Beowulf E&D was approximately $52.4 million, which consisted of $3.0 million in cash paid on the Closing Date and 5 million shares of the Company’s Common Stock issued to the Seller on the Closing Date, plus contingent consideration of up to $19 million in cash and up to $13 million in shares of the Company’s Common Stock, payable upon the achievement of specified earnout milestones related to TeraWulf’s data center business and associated project financing (collectively, the “Purchase Price”). The Purchase Agreement includes customary change of control provisions providing for accelerated vesting of the earnout consideration, as well as certain governance rights and additional cash payments.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In connection with the transaction, the Company agreed to establish an employee benefit trust, to be administered by an independent third-party trustee, for the benefit of certain employees and service providers of Beowulf E&D and its affiliates. The Company has agreed to fund the trust annually in an amount equal to 2% of the Company’s annual capital expenditures, calculated in accordance with U.S. GAAP, related to the development and build out TeraWulf’s HPC and AI data centers, as determined in good faith by TeraWulf’s Board of Directors. The beneficiaries may include our NEOs, other than William Tanimoto.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“The Purchase Agreement contained customary representations and warranties for a transactions of this type. The transaction was negotiated and approved by a special independent committee of the Board of Directors (the “Independent Committee”). The Independent Committee engaged independent legal counsel, Reed Smith LLP, and received a fairness opinion from Piper Sandler & Co. Based on these considerations, the Board of Directors determined that the transaction was fair to, and in the best interests of, the Company and its stockholders.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In connection with the Purchase Agreement, the Company, the Seller and Beowulf E&D also entered into a mutual release and waiver agreement pursuant to which the parties released each other, to the fullest extent permitted by law, from any claims arising out of or relating to Beowulf E&D and its subsidiaries and affiliates (other than claims arising under the Purchase Agreement).”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In connection with TeraWulf’s payment of Common Stock and cash described above, TeraWulf and the Seller also entered into a registration rights agreement (the “Somerset Reg Rights Agreement”), pursuant to which TeraWulf agreed to file a resale shelf registration statement on Form S-3 to cover the sale or distribution from time to time of the Shares by the Holders (as defined in the Somerset Reg Rights Agreement). The Somerset Registration Rights Agreement also provides the Seller and the Holders with certain piggyback registration rights in the event TeraWulf files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to an offering of Common Stock.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“On the Closing Date, (i) the Company, Beowulf E&D and Heorot Power Holdings LLC, a Delaware limited liability company (“Heorot”) entered into a two-year transition services agreement pursuant to which the Company and Beowulf E&D agreed to provide certain services to Heorot, including tax, accounting and treasury, human resources, environmental, health and safety, legal, insurance, information technology, engineering, project development and construction; and (ii) the Administrative and Infrastructure Services Agreement, by and between TeraWulf and Beowulf E&D, dated as of April 27, 2021 (as amended), was terminated.”

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Acquisition of Beowulf Electricity & Data and Termination of Administrative and Infrastructure Services Agreement

“In 2024, TeraWulf made payments to Beowulf E&D in the amount of $15.8 million pursuant to the Administrative and Infrastructure Services Agreement, which included pass-through expenses incurred in the normal course of business. For fiscal year 2025, TeraWulf paid Beowulf E&D approximately $15.3 million pursuant to the Administrative and Infrastructure Services Agreement until its termination on the Closing Date, which included pass-through expenses incurred in the normal course of business.”

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Amended and Restated Lake Mariner Facility Lease

“In connection with the execution and delivery of the Purchase Agreement for Beowulf E&D, Lake Mariner Data LLC, a Delaware limited liability company and a wholly owned subsidiary of TeraWulf (“Lake Mariner Data”) and Somerset Operating Company, LLC, a Delaware limited liability company owned and controlled by Paul Prager (“Somerset”), amended and restated that certain lease agreement, dated October 9, 2024 (the “Prior Lease”; the Prior Lease as amended and restated, the “A&R Lake Mariner Facility Lease”), for a portion of Somerset’s real property located in the Town of Somerset, New York, consisting of approximately 162.7 acres, including all structures, equipment, facilities and fixtures located thereon (the “Somerset Premises”). The Somerset Premises will be used by TeraWulf and its subsidiaries for cryptocurrency mining and high-performance computing (HPC) data center operations.”

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Amended and Restated Lake Mariner Facility Lease

“The A&R Lake Mariner Facility Lease has an initial term of 35 years, commencing on October 9, 2024, and will automatically renew for up to nine additional periods of five years each, unless Lake Mariner Data provides written notice to Somerset to terminate the A&R Lake Mariner Facility Lease at least six months prior to the expiration of the initial term or the then-current renewal term, as applicable. The annual rent for the Somerset Premises is $281,398.20, payable in advance in equal monthly installments of $23,449.85, subject to annual adjustments based on the change in the Consumer Price Index. Lake Mariner Data is also responsible for paying its proportionate share of certain costs, expenses and disbursements that Somerset incurs in connection with the ownership, operation and maintenance of any other portions of the real property necessary or useful to reasonably support Lake Mariner Data’s use of the Somerset Premises.”

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Amended and Restated Lake Mariner Facility Lease

“The A&R Lake Mariner Facility Lease contains customary representations, warranties, covenants and indemnities by the parties, as well as provisions relating to environmental matters, insurance, casualty, condemnation, assignment, subleasing, default and remedies. The A&R Lake Mariner Facility Lease also grants Somerset the right to participate in TeraWulf’s board of directors meetings as a non-voting observer for the remainder of the A&R Lake Mariner Facility Lease term, provided that Somerset (together with its affiliates) continues to beneficially own at least 15 million shares of Common Stock. The A&R Lake Mariner Facility Lease also provides that (a) Beowulf E&D has been, and is currently providing certain services in its capacity as the exclusive operator of the Somerset-Lake Mariner site, (b) so long as TeraWulf is an affiliate of Somerset, Lake Mariner Data may designate TeraWulf or one or more of its wholly owned subsidiaries as operator of the Somerset Premises (together with Beowulf E&D, each and collectively “TeraWulf Operator”), and (c) as long as TeraWulf Operator is not in material default of its services, TeraWulf Operator may not be replaced or removed as operator without the prior written consent of Somerset, with such consent not to be unreasonably withheld, conditioned or delayed.”

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Amended and Restated Lake Mariner Facility Lease

“In 2025, TeraWulf made lease payments to Somerset in the amount of $1.0 million pursuant to the Prior Lease and the A&R Lake Mariner Facility Lease, which included third-party passthrough costs. For fiscal year 2026, TeraWulf expects to make payments of approximately $0.9 million to Somerset pursuant to the A&R Lake Mariner Facility Lease, including third-party passthrough costs.”

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Lake Hawkeye - Cayuga Facility Lease

“On August 12, 2025 (the “Effective Date”), Lake Hawkeye LLC (“TW Tenant”), a Delaware limited liability company and a wholly owned subsidiary of the Company, Cayuga Operating Company, LLC, a Delaware limited liability company owned and controlled by Paul Prager (“Cayuga Landlord”) and Riesling Power LLC, a Delaware limited liability company (“Cayuga Landlord Parent”), entered into that certain lease agreement (the “Cayuga Lease”), for a portion of Cayuga Landlord’s real property located in the Town of Lansing, New York, consisting of approximately 183 acres, including all structures, equipment, facilities and fixtures located thereon (the “Cayuga Premises”). TeraWulf expects that TeraWulf Tenant will use the Cayuga Premises primarily for hosting HPC data center operations.”

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Lake Hawkeye - Cayuga Facility Lease

“The Cayuga Lease has an initial term of 80 years, commencing on the Effective Date, with no renewal rights. On the Effective Date, TW Tenant prepaid rent consisting of (i) $95 million in the form of our Common Stock, determined on the basis of a 15-day trailing VWAP and (ii) $3 million in cash. TW Tenant is also responsible for its proportionate share of certain costs, expenses and disbursements incurred by Cayuga Landlord in connection with the ownership, operation and maintenance of any other portions of the real property necessary or useful to reasonably support TW Tenant’s use of the Cayuga Premises. The Cayuga Lease contains customary representations, warranties, covenants and indemnities, as well as provisions relating to environmental matters, insurance, casualty, condemnation, assignment, subleasing, default and remedies. Any time after the 50th anniversary of the Effective Date (i) TW Tenant may elect to purchase the Cayuga Premises for $100, either as an asset acquisition or though the purchase of all membership interests in Cayuga Landlord, and (ii) Cayuga Landlord and Cayuga Landlord Parent may require TW Tenant to purchase the Cayuga Premises on the same terms.”

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Lake Hawkeye - Cayuga Facility Lease

“The transactions contemplated thereby were negotiated and approved by a special committee of the Company’s board of directors comprised entirely of independent directors (the “Independent Committee”). The Independent Committee consulted independent legal counsel Reed Smith LLP and received a fairness opinion from CBRE Capital Advisors, Inc., as the Cayuga Landlord Parent is owned by the Company’s CEO.”

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Lake Hawkeye - Cayuga Facility Lease

“In connection with TeraWulf’s payment of Common Stock and cash described above, TeraWulf and the Cayuga Landlord Parent also entered into a registration rights agreement (the “Cayuga Reg Rights Agreement”), pursuant to which TeraWulf agreed to file a resale shelf registration statement on Form S-3 to cover the sale or distribution from time to time of the Shares by the Holder (as defined in the Cayuga Reg Rights Agreement). The Cayuga Reg Rights Agreement also provides for certain piggyback registration rights in the event TeraWulf files a registration statement under the Securities Act with respect to an offering of Common Stock.”

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Lake Hawkeye - Cayuga Facility Lease

“In 2025, TeraWulf made lease payments to Cayuga Landlord in the amount of $1.1 million pursuant to the Cayuga Lease, which included third-party passthrough costs. For fiscal year 2026, TeraWulf expects to make payments of approximately $0.8 million to Cayuga Landlord pursuant to the Cayuga Lease, including third-party passthrough costs.”

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