TeraWulf Reports Third Quarter 2026 Results
HPC lease revenue reaches $63.0 million, representing ~83% of third-quarter revenue
102 MW of critical IT capacity online at Lake Mariner, with an additional 336 MW under construction and progressing within cost guidance
Secured Google Credit Backstop for Anticipated Project Financing in Support of $19 Billion Anthropic Lease; Executed Definitive Fluor EPC Agreement at Justified Data Campus
Muskie contracted power expands to 1 GW; Company reaffirms target of contracting 250–500 MW of incremental critical IT capacity annually
TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a vertically integrated owner, developer and operator of large-scale digital infrastructure, today announced its financial results for the third quarter ended September 30, 2026 and provided an update on execution across its power-backed digital infrastructure platform.
Third-quarter results reflect continued growth in contracted HPC operations at Lake Mariner and significant progress across the Company’s development portfolio, including the Justified and Muskie data campuses in Kentucky.
: Generated third-quarter revenue of $76.2 million, including $63.0 million of HPC lease revenue, representing approximately 83% of total revenue. Net income increased to approximately $709.9 million, benefiting from a non-cash change in fair value of warrants. Non-GAAP Adjusted EBITDA was approximately $(12.8) million.
: Operated 102 MW of revenue-generating critical IT capacity as of September 30, 2026, with an additional 336 MW under construction across CB-4 and CB-5. CB-4 remains on track for phased delivery and rent commencement during the fourth quarter. CB-5 remains targeted to begin phased delivery in early 2027. WULF Compute continues to progress within the Company’s previously disclosed cost guidance of $8 million to $10 million per critical IT MW.
: Executed a 20-year lease with Anthropic for approximately 401 MW of critical IT capacity, representing approximately $19 billion of contracted revenue over the initial term. On November 4, 2026, TeraWulf announced a Google Credit Backstop for Project Financing in support of Anthropic’s lease and a definitive EPC agreement with Fluor Enterprises, Inc. covering three data center buildings. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.
: Increased contracted power capacity from 500 MW to 1,000 MW through amended electric service and transmission infrastructure agreements with Kentucky Power Company, subject to approval by the Kentucky Public Service Commission. The expansion advances the anticipated delivery of the second 500 MW phase to 2029.
: Ended the quarter with approximately $2.4 billion of cash, cash equivalents and restricted cash. Subsequent to quarter-end, TeraWulf increased commitments under its Revolving Credit Agreement from $250 million to $400 million and
added an uncommitted accordion feature permitting up to $150 million of additional commitments, subject to certain conditions.
: Completed the sale of the Company’s 50.1% interest in the Abernathy Joint Venture, receiving $250 million of cash consideration during the quarter with the remaining consideration expected to be received (i) $150 million on or before December 31, 2026, and (ii) approximately $130 million, subject to certain adjustments, on or before April 30, 2027. The Company recognized a $95 million gain on the sale during the quarter.
: Reaffirmed the Company’s target of contracting 250 MW to 500 MW of incremental critical IT capacity annually, with a continued focus on secured power, high- quality customer demand and attractive risk-adjusted returns.
“Third-quarter results reflect strong execution across the business. Lake Mariner is delivering contracted capacity and generating revenue, Justified has the customer, credit support and construction framework to move forward at scale, and Muskie gives us a contracted path to a gigawatt of power.
We remain disciplined about where we deploy capital and the returns we require. Our focus is simple: execute on our commitments, protect our economics and create long-term value for shareholders.”
“We ended the quarter with substantial liquidity and further strengthened our financial flexibility through the Abernathy monetization and expansion of our revolving credit facility.
With Lake Mariner progressing within cost guidance and Justified supported by investment-grade credit, we remain well positioned to fund our contracted development while maintaining balance sheet flexibility.”
The Company will host its third quarter 2026 earnings conference call and webcast today, November 6, 2026, at 8:00 a.m. Eastern Time. The webcast can be accessed by registering online at https://viavid.webcasts.com/starthere.jsp?ei=1779327&tp_key=e1c5fd1ee8. The call will be available for replay in the “News & Events” section of the Company’s website at https://investors.terawulf.com/events-and-presentations/.
TeraWulf develops, owns and operates large-scale, power-backed digital infrastructure in the United States, purpose-built for high-performance computing and artificial intelligence workloads. The Company combines long-term control of land, power and interconnection infrastructure with deep in-house expertise in energy markets, infrastructure development and data center operations. TeraWulf operates the Lake Mariner Data Campus in New York and is developing and pursuing additional large-scale campuses in Kentucky, New York and Maryland. The Company also operates existing bitcoin-mining infrastructure at Lake Mariner, portions of which are being repurposed to support contracted HPC development.
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 its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s 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.
CURRENT ASSETS: ───────────────────────────────────────────────────────────────────────── Cash and cash equivalents $ 1,602,127 $ 3,266,389 Restricted cash 486,702 189,933 Accounts receivable 17,000 1,212 Digital assets 1,527 270 Prepaid expenses 20,232 6,272 Receivable for sale of equity in net 272,762 — assets of investee Other current assets 26,739 14,197 Total current assets 2,427,089 3,478,273 Property, plant and equipment, net 4,580,681 1,507,699 Equity in net assets of investee — 446,008 Goodwill 55,457 55,457 Operating lease right-of-use asset 103,530 103,975 Finance lease right-of-use asset 117,130 119,338 Restricted cash 266,491 266,453 Deferred charges 571,125 572,888 Restricted trust investments 19,434 — Other assets 9,765 8,091 TOTAL ASSETS $ 8,150,702 $ 6,558,182 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 237,710 $ 65,139 Accrued construction liabilities 329,054 102,582 Accrued interest 120,229 52,775 Other current liabilities 121,041 74,170 Other amounts due to related parties 400 200 Current portion of deferred rent 34,503 58,184 liability Current portion of operating lease 2,195 2,015 liability Current portion of finance lease 3 2 liability Warrant liabilities 1,088,248 844,698 Current portion of long-term debt 81,330 46,316 Short-term convertible notes 491,544 489,767 Total current liabilities 2,506,257 1,735,848 Deferred rent liability, net of current — 23,285 portion Operating lease liability, net of 23,521 22,309 current portion Finance lease liability, net of current 366 289 portion Long-term debt 3,032,094 3,052,240 Convertible notes 1,627,342 1,582,788 Deferred tax liabilities 160 76 Other liabilities 90,414 902
TOTAL LIABILITIES 7,280,154 6,417,737 Commitments and Contingencies (See Note 12) EQUITY: Preferred stock, $0.001 par value, 100,000,000 authorized at September 30, 2026 and December 31, 2025; none issued and outstanding at September 30, 2026 — — and December 31, 2025; aggregate liquidation preference of $0 at September 30, 2026 and December 31, 2025 Common stock, $0.001 par value, 950,000,000 authorized at September 30, 2026 and December 31, 2025; 525,340,360 and 444,534,694 issued at September 30, 525 444 2026 and December 31, 2025, respectively; 501,371,610 and 420,065,944 outstanding at September 30, 2026 and December 31, 2025, respectively Additional paid-in capital 2,669,797 1,285,202 Treasury stock at cost, 23,968,750 and 24,468,750 at September 30, 2026 and -148,309 -151,509 December 31, 2025, respectively Accumulated deficit -1,651,331 -993,692 Total TeraWulf Inc. stockholders’ equity 870,682 140,445 Noncontrolling interests -134 — Total equity 870,548 140,445 TOTAL LIABILITIES ANDEQUITY $ 8,150,702 $ 6,558,182
Nine Months Ended CASH FLOWS FROM September 30, OPERATING ACTIVITIES: 2026 2025 ────────────────────────────────────────────────────────────────────────────── Net loss $ -658,996 $ -534,838 Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt issuance costs, commitment fees and 31,862 7,112 accretion of debt discount Accretion of deferred cash consideration 1,033 — in asset acquisition Accretion of interest income from sale -4,136 — of equity in net assets of investee Related party expense settled with — 2,375 respect to common stock Stock-based 215,376 44,323 compensation expense Stock-based charitable 14,390 — contribution Depreciation 79,354 60,862 Accretion of asset retirement 685 — obligations Change in asset retirement obligations -58 — estimate Amortization of 5,646 2,602 right-of-use asset Revenue recognized from digital assets -39,069 -125,416 mined and hosting services Loss (gain) on fair value of digital 861 -355 assets, net Change in fair value of contingent — 10,397 consideration Impairment of property, plant, and 35,421 — equipment Loss on disposals of property, plant, 4,293 5,818 and equipment Change in fair value of warrant and 243,550 424,642 derivative liabilities Loss on extinguishment 7,116 — of debt Deferred income tax 84 — provision Other income -747 — Equity in net loss of investee, net of 23,104 — tax Gain on sale of equity interest in -94,995 — investee Changes in operating assets and liabilities: Increase in accounts -15,848 -3,052 receivable Increase in prepaid -13,960 -3,275 expenses Increase in other -21,121 -4,662 current assets Decrease (increase) in 1,763 -57,462 deferred charges Decrease (increase) in 215 -200 other assets Increase (decrease) in 3,996 -5,651 accounts payable Increase in accrued interest and other 50,009 46,957 current liabilities Increase (decrease) in other amounts due 200 -620 to related parties
(Decrease) increase in deferred rent -46,966 86,157 liability Decrease in operating lease liability -1,523 -299 (Decrease) increase in other liabilities -487 9,576 Net cash used in operating activities -178,948 -35,009 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of and deposits on plant and -2,230,788 -445,199 equipment Proceeds from sales of property, plant 445 8,828 and equipment Cash paid for asset acquisitions -234,653 — Acquisition of a business, net of cash — -21,731 acquired Purchase of securities by trust -22,561 — Proceeds from sale of securities by 1,997 — trust Proceeds from sale of digital assets 37,011 125,775 Proceeds from sale of equity in net 250,000 — assets of investee Net cash used in investing activities -2,198,549 -332,327 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of short-term debt, net of issuance costs paid of 92,750 — $7,250 and $0 Repayment of short-term debt -100,075 — Proceeds from issuance of convertible notes, net of issuance costs paid of $0 — 975,329 and $24,671 Payment of debt issuance costs -41,419 -1,098 Principal payments on finance lease — -9,158 Proceeds from issuance of common stock, net of issuance costs paid of $35,864 1,199,820 — and $0 Proceeds from exercise of warrants 7,038 3,129 Payment for settlement of preferred — -12 stock conversion Purchase of capped calls — -100,600 Purchase of treasury stock — -33,292 Payments of tax withholding related to net share settlements of stock-based -148,072 -28,273 compensation awards Net cash provided by financing 1,010,042 806,025 activities Net change in cash, cash equivalents and -1,367,455 438,689 restricted cash Cash, cash equivalents and restricted 3,722,775 274,065 cash at beginning of period Cash, cash equivalents and restricted $ 2,355,320 $ 712,754 cash at end of period Cash paid during the period for:
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 income (loss) adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of- use asset, accretion of asset retirement obligations, related party expenses settled with respect to Common Stock and stock-based charitable contribution to The TeraWulf Charitable Foundation 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 and the gain on sale of equity interest in investee; (iv) interest income and other (loss) income, net for which management believes are not reflective of the Company’s ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment 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 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.
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 income (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 income/loss) for the periods indicated (in thousands):
Full text with the tables
Exhibit 99.1
TeraWulf Reports Third Quarter 2026 Results
HPC lease revenue reaches $63.0 million, representing ~83% of third-quarter
revenue
102 MW of critical IT capacity online at Lake Mariner, with an additional 336 MW
under construction and progressing within cost guidance
Secured Google Credit Backstop for Anticipated Project Financing in Support of
$19 Billion Anthropic Lease; Executed Definitive Fluor EPC Agreement at
Justified Data Campus
Muskie contracted power expands to 1 GW; Company reaffirms target of contracting
250–500 MW of incremental critical IT capacity annually
EASTON, Md. – November 6, 2026 –
TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a vertically
integrated owner, developer and operator of large-scale digital infrastructure,
today announced its financial results for the third quarter ended September 30,
2026 and provided an update on execution across its power-backed digital
infrastructure platform.
Third-quarter results reflect continued growth in contracted HPC operations at
Lake Mariner and significant progress across the Company’s development
portfolio, including the Justified and Muskie data campuses in Kentucky.
Third Quarter 2026 and Recent Highlights
•
Financial Performance
: Generated third-quarter revenue of $76.2 million, including $63.0 million of
HPC lease revenue, representing approximately 83% of total revenue. Net income
increased to approximately $709.9 million, benefiting from a non-cash change in
fair value of warrants. Non-GAAP Adjusted EBITDA was approximately $(12.8)
million.
•
Lake Mariner
: Operated 102 MW of revenue-generating critical IT capacity as of September 30,
2026, with an additional 336 MW under construction across CB-4 and CB-5. CB-4
remains on track for phased delivery and rent commencement during the fourth
quarter. CB-5 remains targeted to begin phased delivery in early 2027. WULF
Compute continues to progress within the Company’s previously disclosed cost
guidance of $8 million to $10 million per critical IT MW.
•
Justified
: Executed a 20-year lease with Anthropic for approximately 401 MW of critical
IT capacity, representing approximately $19 billion of contracted revenue over
the initial term. On November 4, 2026, TeraWulf announced a Google Credit
Backstop for Project Financing in support of Anthropic’s lease and a definitive
EPC agreement with Fluor Enterprises, Inc. covering three data center buildings.
Phased ready-for-service completions are expected to begin in late 2027 and
continue through the second quarter of 2028.
•
Muskie
: Increased contracted power capacity from 500 MW to 1,000 MW through amended
electric service and transmission infrastructure agreements with Kentucky Power
Company, subject to approval by the Kentucky Public Service Commission. The
expansion advances the anticipated delivery of the second 500 MW phase to 2029.
•
Liquidity and Financial Flexibility
: Ended the quarter with approximately $2.4 billion of cash, cash equivalents
and restricted cash. Subsequent to quarter-end, TeraWulf increased commitments
under its Revolving Credit Agreement from $250 million to $400 million and
added an uncommitted accordion feature permitting up to $150 million of
additional commitments, subject to certain conditions.
•
Capital Recycling
: Completed the sale of the Company’s 50.1% interest in the Abernathy Joint
Venture, receiving $250 million of cash consideration during the quarter with
the remaining consideration expected to be received (i) $150 million on or
before December 31, 2026, and (ii) approximately $130 million, subject to
certain adjustments, on or before April 30, 2027. The Company recognized a $95
million gain on the sale during the quarter.
•
Growth Target
: Reaffirmed the Company’s target of contracting 250 MW to 500 MW of incremental
critical IT capacity annually, with a continued focus on secured power, high-
quality customer demand and attractive risk-adjusted returns.
Management Commentary
Paul Prager, Chairman and Chief Executive Officer of TeraWulf, commented:
“Third-quarter results reflect strong execution across the business. Lake
Mariner is delivering contracted capacity and generating revenue, Justified has
the customer, credit support and construction framework to move forward at
scale, and Muskie gives us a contracted path to a gigawatt of power.
We remain disciplined about where we deploy capital and the returns we require.
Our focus is simple: execute on our commitments, protect our economics and
create long-term value for shareholders.”
Patrick Fleury, Chief Financial Officer of TeraWulf, added:
“We ended the quarter with substantial liquidity and further strengthened our
financial flexibility through the Abernathy monetization and expansion of our
revolving credit facility.
With Lake Mariner progressing within cost guidance and Justified supported by
investment-grade credit, we remain well positioned to fund our contracted
development while maintaining balance sheet flexibility.”
Investor Conference Call and Webcast
The Company will host its third quarter 2026 earnings conference call and
webcast today, November 6, 2026, at 8:00 a.m. Eastern Time. The webcast can be
accessed by registering online at
https://viavid.webcasts.com/starthere.jsp?ei=1779327&tp_key=e1c5fd1ee8. The call
will be available for replay in the “News & Events” section of the Company’s
website at https://investors.terawulf.com/events-and-presentations/.
About TeraWulf
TeraWulf develops, owns and operates large-scale, power-backed digital
infrastructure in the United States, purpose-built for high-performance
computing and artificial intelligence workloads. The Company combines long-term
control of land, power and interconnection infrastructure with deep in-house
expertise in energy markets, infrastructure development and data center
operations. TeraWulf operates the Lake Mariner Data Campus in New York and is
developing and pursuing additional large-scale campuses in Kentucky, New York
and Maryland. The Company also operates existing bitcoin-mining infrastructure
at Lake Mariner, portions of which are being repurposed to support contracted
HPC development.
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 its data center campuses and future
strategic growth initiatives in a timely manner or within anticipated cost
estimates; (3) operational risks associated with its data centers and TeraWulf’s
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 SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(In thousands, except number of shares and par value; unaudited)
September 30, 2026 December 31, 2025
───────────────────────────────────────────────────
ASSETS
CURRENT ASSETS:
─────────────────────────────────────────────────────────────────────────
Cash and cash equivalents $ 1,602,127 $ 3,266,389
Restricted cash 486,702 189,933
Accounts receivable 17,000 1,212
Digital assets 1,527 270
Prepaid expenses 20,232 6,272
Receivable for sale of equity in net 272,762 —
assets of investee
Other current assets 26,739 14,197
Total current assets 2,427,089 3,478,273
Property, plant and equipment, net 4,580,681 1,507,699
Equity in net assets of investee — 446,008
Goodwill 55,457 55,457
Operating lease right-of-use asset 103,530 103,975
Finance lease right-of-use asset 117,130 119,338
Restricted cash 266,491 266,453
Deferred charges 571,125 572,888
Restricted trust investments 19,434 —
Other assets 9,765 8,091
TOTAL ASSETS $ 8,150,702 $ 6,558,182
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 237,710 $ 65,139
Accrued construction liabilities 329,054 102,582
Accrued interest 120,229 52,775
Other current liabilities 121,041 74,170
Other amounts due to related parties 400 200
Current portion of deferred rent 34,503 58,184
liability
Current portion of operating lease 2,195 2,015
liability
Current portion of finance lease 3 2
liability
Warrant liabilities 1,088,248 844,698
Current portion of long-term debt 81,330 46,316
Short-term convertible notes 491,544 489,767
Total current liabilities 2,506,257 1,735,848
Deferred rent liability, net of current — 23,285
portion
Operating lease liability, net of 23,521 22,309
current portion
Finance lease liability, net of current 366 289
portion
Long-term debt 3,032,094 3,052,240
Convertible notes 1,627,342 1,582,788
Deferred tax liabilities 160 76
Other liabilities 90,414 902
TOTAL LIABILITIES 7,280,154 6,417,737
Commitments and Contingencies (See Note
12)
EQUITY:
Preferred stock, $0.001 par value,
100,000,000 authorized at September 30,
2026 and December 31, 2025; none issued
and outstanding at September 30, 2026 — —
and December 31, 2025; aggregate
liquidation preference of $0 at
September 30, 2026 and December 31, 2025
Common stock, $0.001 par value,
950,000,000 authorized at September 30,
2026 and December 31, 2025; 525,340,360
and 444,534,694 issued at September 30, 525 444
2026 and December 31, 2025,
respectively; 501,371,610 and
420,065,944 outstanding at September 30,
2026 and December 31, 2025, respectively
Additional paid-in capital 2,669,797 1,285,202
Treasury stock at cost, 23,968,750 and
24,468,750 at September 30, 2026 and -148,309 -151,509
December 31, 2025, respectively
Accumulated deficit -1,651,331 -993,692
Total TeraWulf Inc. stockholders’ equity 870,682 140,445
Noncontrolling interests -134 —
Total equity 870,548 140,445
TOTAL LIABILITIES ANDEQUITY $ 8,150,702 $ 6,558,182
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands, except number of shares and per share amounts; unaudited)
Three Nine
Months Months
Ended Ended
Septem… Septe…
30, 30,
Reven… 2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Digit…
asset $ 13,244 $ 43,375 $ 39,069 $ 125,4…
reven…
HPC
lease 62,986 7,203 115,940 7,203
reven…
Total 76,230 50,578 155,009 132,6…
reven…
Costs
and
expen…
Cost
of
reven…
(excl… 25,188 17,123 39,949 63,770
of
depre…
shown
below)
Opera… 37,742 2,921 68,463 6,104
expen…
Opera…
expen…
– 1,713 1,582 5,632 4,805
relat…
party
Selli…
gener…
and 56,781 16,550 296,797 73,119
admin…
expen…
Selling,
general
and
administ…
expenses
– related
party
Deprecia…
(Gain)
loss on
fair
value of
digital
assets,
net
Change in
fair
value of
continge…
consider…
Impairme…
of
property,
plant,
and
equipment
Loss on
disposals
of
property,
plant,
and
equipment
Total
costs and
expenses
Operating
loss
Interest
expense
Change in
fair
value of
warrant
and
derivati…
liabilit…
Loss on
extingui…
of debt
Interest
income
Other
(loss)
income,
net
Income
(loss)
before
income
tax,
equity in
net loss
of
investee
and gain
on sale
of equity
interest
in
investee
Income
tax
provision
Equity in
net loss
of
investee,
net of
tax
Gain on
sale of
equity
interest
in
investee
Net
income 368 126 15,056 7,989
(loss) 29,636 26,502 79,354 60,862
Less: net (591) (338) 861 (355)
loss — 8,797 — 10,397
attribut… 9,724 — 35,421 —
to 3,894 1,987 4,293 5,818
noncontr… 164,455 75,250 545,826 232,509
interests (88,225) (24,672) (390,817) (99,890)
Net (53,554) (9,830) (177,014) (17,891)
income 728,442 (424,642) (243,550) (424,642)
(loss) — — (7,116) —
attribut… 28,580 4,094 86,947 7,585
to (183) — 747 —
TeraWulf 615,060 (455,050) (730,803) (534,838)
Inc. (28) — (84) —
Earnings (493) — (23,104) —
(loss) 94,995 — 94,995 —
per 709,534 (455,050) (658,996) (534,838)
common (378) — (1,357) —
share: 709,912 (455,050) (657,639) (534,838)
──────────────────────────────────────────────────────────────────────────────
Basic $ 1.42 $ -1.13 $ -1.40 $ -1.37
Diluted $ -0.03 $ -1.13 $ -1.40 $ -1.37
Weighted
average
common
shares
outstand…
Basic 500,068,7… 401,559,2… 469,883,… 390,602,0…
Diluted 573,606,7… 401,559,2… 469,883,… 390,602,0…
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands; unaudited)
Nine Months Ended
CASH FLOWS FROM September 30,
OPERATING ACTIVITIES: 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net loss $ -658,996 $ -534,838
Adjustments to
reconcile net loss to
net
cash used in operating
activities:
Amortization of debt
issuance costs,
commitment fees and 31,862 7,112
accretion of debt
discount
Accretion of deferred
cash consideration 1,033 —
in asset acquisition
Accretion of interest
income from sale -4,136 —
of equity in net
assets of investee
Related party expense
settled with — 2,375
respect to common
stock
Stock-based 215,376 44,323
compensation expense
Stock-based charitable 14,390 —
contribution
Depreciation 79,354 60,862
Accretion of asset
retirement 685 —
obligations
Change in asset
retirement obligations -58 —
estimate
Amortization of 5,646 2,602
right-of-use asset
Revenue recognized
from digital assets -39,069 -125,416
mined and hosting
services
Loss (gain) on fair
value of digital 861 -355
assets, net
Change in fair value
of contingent — 10,397
consideration
Impairment of
property, plant, and 35,421 —
equipment
Loss on disposals of
property, plant, 4,293 5,818
and equipment
Change in fair value
of warrant and 243,550 424,642
derivative liabilities
Loss on extinguishment 7,116 —
of debt
Deferred income tax 84 —
provision
Other income -747 —
Equity in net loss of
investee, net of 23,104 —
tax
Gain on sale of equity
interest in -94,995 —
investee
Changes in operating
assets and
liabilities:
Increase in accounts -15,848 -3,052
receivable
Increase in prepaid -13,960 -3,275
expenses
Increase in other -21,121 -4,662
current assets
Decrease (increase) in 1,763 -57,462
deferred charges
Decrease (increase) in 215 -200
other assets
Increase (decrease) in 3,996 -5,651
accounts payable
Increase in accrued
interest and other 50,009 46,957
current liabilities
Increase (decrease) in
other amounts due 200 -620
to related parties
(Decrease) increase in deferred rent -46,966 86,157
liability
Decrease in operating lease liability -1,523 -299
(Decrease) increase in other liabilities -487 9,576
Net cash used in operating activities -178,948 -35,009
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and deposits on plant and -2,230,788 -445,199
equipment
Proceeds from sales of property, plant 445 8,828
and equipment
Cash paid for asset acquisitions -234,653 —
Acquisition of a business, net of cash — -21,731
acquired
Purchase of securities by trust -22,561 —
Proceeds from sale of securities by 1,997 —
trust
Proceeds from sale of digital assets 37,011 125,775
Proceeds from sale of equity in net 250,000 —
assets of investee
Net cash used in investing activities -2,198,549 -332,327
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term
debt, net of issuance costs paid of 92,750 —
$7,250 and $0
Repayment of short-term debt -100,075 —
Proceeds from issuance of convertible
notes, net of issuance costs paid of $0 — 975,329
and $24,671
Payment of debt issuance costs -41,419 -1,098
Principal payments on finance lease — -9,158
Proceeds from issuance of common stock,
net of issuance costs paid of $35,864 1,199,820 —
and $0
Proceeds from exercise of warrants 7,038 3,129
Payment for settlement of preferred — -12
stock conversion
Purchase of capped calls — -100,600
Purchase of treasury stock — -33,292
Payments of tax withholding related to
net share settlements of stock-based -148,072 -28,273
compensation awards
Net cash provided by financing 1,010,042 806,025
activities
Net change in cash, cash equivalents and -1,367,455 438,689
restricted cash
Cash, cash equivalents and restricted 3,722,775 274,065
cash at beginning of period
Cash, cash equivalents and restricted $ 2,355,320 $ 712,754
cash at end of period
Cash paid during the period for:
Interest $ 136,078 $ 7,119
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 income
(loss) adjusted for: (i) impacts of interest, taxes, depreciation and
amortization; (ii) stock-based compensation expense, amortization of right-of-
use asset, accretion of asset retirement obligations, related party expenses
settled with respect to Common Stock and stock-based charitable contribution to
The TeraWulf Charitable Foundation 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 and the gain on
sale of equity interest in investee; (iv) interest income and other (loss)
income, net for which management believes are not reflective of the Company’s
ongoing operating activities; (v) change in fair value of warrant liabilities,
changes in fair value of contingent consideration, loss on extinguishment of
debt, loss on disposals of property, plant and equipment and impairment of
property, plant and equipment 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 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.
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 income (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 income/loss)
for the periods indicated (in thousands):
Three Nine
Months Months
Ended Ended
Septemb… Septemb…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net
income
(loss)
attri… $ 709,912 $ -455,0… $ -657,639 $ -534,8…
to
TeraW…
Inc.
Net
loss
attri… -378 — -1,357 —
to
non-c…
inter…
Net
income 709,534 -455,0… -658,996 -534,8…
(loss)
Adjus…
to
recon…
net
income
(loss)
to
non-G…
Adjus…
EBITD…
Gain
on
sale
of -94,995 — -94,995 —
equity
inter…
in
inves…
Equity
in net
loss
of 493 — 23,104 —
inves…
net of
tax
Income
tax 28 — 84 —
provi…
Other
loss 183 — -747 —
(inco…
net
Inter… -28,580 -4,094 -86,947 -7,585
income
Loss
on
extin… — — 7,116 —
of
debt
Change
in
fair
value
of -728,442 424,642 243,550 424,642
warra…
and
deriv…
liabi…
Inter… 53,554 9,830 177,014 17,891
expen…
Loss
on
dispo…
of 3,894 1,987 4,293 5,818
prope…
plant,
and
equip…
Impai…
of
prope… 9,724 — 35,421 —
plant,
and
equip…
Change
in
fair
value — 8,797 — 10,397
of
conti…
consi…
Depre… 29,636 26,502 79,354 60,862
Accre…
of
asset 250 — 685 —
retir…
oblig…
Amort…
of 1,901 1,167 5,646 2,602
right…
asset
Stock…
compe… 30,019 4,345 215,376 44,323
expen…
Stock…
chari… — — 14,390 —
contr…
Relat…
party
expen…
settl…
with — — — 2,375
respe…
to
common
stock
Acqui…
trans… — — 438 1,475
costs
Non-G…
Adjus… $ -12,801 $ 18,126 $ -35,214 $ 27,962
EBITDA