Results of Operations and Financial Condition. On August 5, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the second quarter ended June 30, 2026. The Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

Other Events. On May 26, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (the “Press Release”) announcing the entry into a Membership Interest Purchase Agreement (“MIPA”) with Industrial Equity Partners (“IEP”) for the acquisition of a strategically located hyperscale development site in Eastern Kentucky (the “Muskie Data Campus”). The site includes approximately 285 acres of owned and controlled land capable of supporting hyperscale AI and high-performance computing…

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

Entry into a Material Definitive Agreement. On April 14 , 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell 47,400,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $ 19.00 per share (the “Offering”). I…

Other Events. On April 14, 2026, TeraWulf issued a press release announcing it has received allocations in respect of a senior secured revolving credit facility in an aggregate principal amount of $250 million, subject to finalizing documentation and other closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.

Results of Operations and Financial Condition. On April 14, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release announcing its preliminary financial results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference. The information furnished in Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Excha…

Entry into a Material Definitive Agreement. On March 13, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) entered into that certain Delayed-Draw Bridge Credit Agreement (with any and all amendments, restatements, supplements and/or other modifications thereto, the “Bridge Credit Agreement”), by and among Raylan Finance LLC, a Delaware limited liability company and a subsidiary of TeraWulf (“Holdings”), Raylan Data LLC, a Delaware limited liability company and a direct subsidiary of Holdings…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Results of Operations and Financial Condition. On February 26, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the fourth quarter and year ended December 31, 2025. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other Events. On February 2, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (the “Press Release”) announcing the entry into (i) an Agreement of Purchase and Sale for a former industrial site in Hawesville, Kentucky (“Hawesville”), and (ii) an Equity and Asset Purchase Agreement (the “Morgantown Purchase Agreement”) for the Morgantown generating station in Charles County, Maryland, constituting the acquisition of two strategically located brownfield infrastructure sit…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On December 29, 2025, TeraWulf Inc. (the “Company”) announced the completion of the previously announced private offering by Flash Compute LLC (“Flash Compute”) of 7.250% Senior Secured Notes due 2030 (the “notes”). Flash Compute is a wholly owned subsidiary of FS CS I LLC, a Delaware limited liability company (“JV Partners Holdco”), whose equity interests are owned 50.1% by Big Country Wulf LLC (the “TeraWulf M…

Other Events. On December 18, 2025, TeraWulf Inc. (“TeraWulf” or the “Company”) announced that Flash Compute LLC (“Flash Compute”) upsized and priced its offering of $1.3 billion aggregate principal amount of senior secured notes due 2030 (the “Offering”) at an issue price of 7.250% in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States,…

Material Modifications to Rights of Security Holders. On November 25, 2025, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (the “Press Release”) announcing its (i) intent to effect a mandatory conversion (the “Mandatory Conversion”) of all of the shares of its Series A Convertible Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”) and (ii) issuance of a Notice of Mandatory Conversion (the “Conversion Notice”) to holders (the “Holders”) of the C…

Results of Operations and Financial Condition. On November 10, 2025, TeraWulf Inc. (“ TeraWulf ” or the “ Company ”) issued a press release (“ Press Release ”) announcing the Company’s results for the third quarter ended September 30, 2025. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Convertible Notes Offering On October 31, 2025, TeraWulf Inc. (the “Company”) completed its previously announced private offering of 0.00% Convertible Senior Notes due 2032 (the “notes”). The notes were sold under a purchase agreement, dated as of October 29, 2025, entered into by and between the Company, Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the several initial purchasers named therein (the “Initial Purchasers”…

Other Events. On October 31, 2025, the Company issued a press release announcing the closing of the notes offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements. Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forwar…

Unregistered Sales of Equity Securities. The information set forth in

Other Events. Convertible Notes Offering On October 29, 2025, TeraWulf Inc. (the “Company”) issued a press release announcing the upsize and pricing of its private offering of $900 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Offering”). The notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted to the initial purchasers o…

Other Events. On October 29, 2025, TeraWulf Inc. (the "Company") issued a press release announcing its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to grant to the initial purchasers of the notes an option to purchase, within a 13-d…

Entry into a Material Definitive Agreement. On October 28, 2025, TeraWulf Inc. (“TeraWulf”) announced that its subsidiary Big Country Wulf LLC (the “TeraWulf Member”) had entered into an amended and restated limited liability company agreement (the “Joint Venture Agreement”) with Fluidstack CS I Inc. (the “Fluidstack Member”) to govern the terms of operation of FS CS I LLC (the “Joint Venture”), which will develop and operate a data center campus in Abernathy, Texas (the “Abernathy HPC Campus…

Regulation FD. On October 28, 2025, TeraWulf issued a press release announcing entry into the Joint Venture Agreement and related transactions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On October 28, 2025, TeraWulf also released an investor presentation regarding the transaction. A copy of the investor presentation is attached hereto as Exhibit 99.3 and incorporated herein by reference. The information furnished in Items 2.02 and 7.0…

Results of Operations and Financial Condition. On October 28, 2025, TeraWulf issued a press release announcing its preliminary financial results for the third quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference.

Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On October 23, 2025, WULF Compute LLC (“WULF Compute”), a wholly-owned indirect subsidiary of TeraWulf Inc. (“TeraWulf” or the “Company”), completed its previously announced private offering of 7.750% Senior Secured Notes due 2030 (the “notes”). The notes were sold under a purchase agreement, dated as of October 16, 2025, entered into by and among the Company, the guarantors party thereto (the “Guarantors”) and…