wulf-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-41163

___________________________________________________

TERAWULF INC.

(Exact name of registrant as specified in its charter)

___________________________________________________


DE			87-1909475
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9 Federal Street			21601
Easton, MD
(Address of principal executive offices)			(Zip Code)


(410) 770-9500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to 12(b) of the Exchange Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, $0.001 par value per share

WULF

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

There were 391,926,373 shares of Common Stock outstanding as of August 6, 2025.

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TERAWULF INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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						Page

Forward-Looking Statements						3

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024						5

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024						7

Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024						8

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024						10

Notes to Condensed Consolidated Financial Statements						12

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						36

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk						49

ITEM 4. Controls and Procedures						49

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings						50

ITEM 1A. Risk Factors						50

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.						50

ITEM 3. Defaults Upon Senior Securities.						50

ITEM 4. Mine Safety Disclosures.						50

ITEM 5. Other Information.						51

ITEM 6. Exhibits						52

SIGNATURES						55

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Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

•conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, and specifically, the value of bitcoin, which could cause a decline in the demand for TeraWulf’s services;

•competition among the various providers of data mining services;

•the need to raise additional capital to meet our business requirements in the future, which may be costly or difficult to obtain or may not be obtained (in whole or in part) and, if obtained, could significantly dilute the ownership interests of TeraWulf’s shareholders;

•the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects;

•adverse geopolitical or economic conditions, including a high inflationary environment and the implementation of new tariffs and more restrictive trade regulations;

•security threats or unauthorized or impermissible access to our data centers, our operations or our digital wallet;

•counterparty risk with respect to our digital asset custodian and our mining pool provider;

•employment workforce factors, including the loss of key employees;

•changes in governmental safety, health, environmental and other regulations, which could require significant expenditures;

•liability related to the use of TeraWulf’s services;

•currency exchange rate fluctuations; and

•other risks, uncertainties and factors included or incorporated by reference in this Quarterly Report, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our annual report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2025, for the fiscal year ended December 31, 2024 (the “Annual Report on Form 10-K”).

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These forward-looking statements reflect our views with respect to future events as of the date of this Quarterly Report and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report. We anticipate that subsequent events and developments will cause our views to change. You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

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PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

TERAWULF INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(In thousands, except number of shares and par value; unaudited)


	June 30, 2025		December 31, 2024

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	89,993	$	274,065
Accounts receivable	1,172		475
Digital currency	—		476
Prepaid expenses	2,939		2,493
Other receivables	4,524		3,799
Other current assets	487		123
Total current assets	99,115		281,431
Property, plant and equipment, net	604,760		411,869
Goodwill	55,457		—
Operating lease right-of-use asset	92,735		85,898
Finance lease right-of-use asset	7,114		7,285
Restricted cash	1,425		—
Other assets	8,802		1,028
TOTAL ASSETS	$	869,408	$	787,511

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	38,834	$	24,382
Accrued construction liabilities	20,929		16,520
Accrued compensation	4,078		4,552
Accrued interest	2,292		2,559
Other accrued liabilities	6,135		2,414
Other amounts due to related parties	15		1,391
Deferred revenue	687		—
Contingent consideration liabilities	30,000		—
Current portion of deferred rent liability	47,716		—
Current portion of operating lease liability	616		25
Current portion of finance lease liability	2		2
Total current liabilities	151,304		51,845
Deferred rent liability, net of current portion	42,284		—
Operating lease liability, net of current portion	11,255		3,427
Finance lease liability, net of current portion	290		292
Convertible notes	488,716		487,502
Other liabilities	1,227		—
TOTAL LIABILITIES	695,076		543,066

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Commitments and Contingencies (See Note 12)

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value, 100,000,000 authorized at June 30, 2025 and December 31, 2024; 9,566 issued and outstanding at June 30, 2025 and December 31, 2024; aggregate liquidation preference of $13,248 and $12,609 at June 30, 2025 and December 31, 2024, respectively	9,273		9,273
Common stock, $0.001 par value, 600,000,000 authorized at June 30, 2025 and December 31, 2024; 414,599,543 and 404,223,028 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	415		404
Additional paid-in capital	728,217		685,261
Treasury stock at cost, 24,468,750 and 18,568,750 at June 30, 2025 and December 31, 2024, respectively	(151,509)		(118,217)
Accumulated deficit	(412,064)		(332,276)
Total stockholders' equity	174,332		244,445
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	869,408	$	787,511

See Notes to Condensed Consolidated Financial Statements.

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TERAWULF INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(In thousands, except number of shares and loss per common share; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Revenue	$	47,636	$	35,574	$	82,041	$	78,007

Costs and expenses:
Cost of revenue (exclusive of depreciation shown below)	22,094		13,918		46,647		28,326
Operating expenses	2,039		797		3,183		1,582
Operating expenses – related party	1,475		875		3,223		1,763
Selling, general and administrative expenses	9,996		9,113		56,569		21,402
Selling, general and administrative expenses – related party	4,292		2,803		7,863		5,423
Depreciation	18,786		14,133		34,360		29,221
(Gain) loss on fair value of digital currency, net	(887)		700		(17)		(629)
Change in fair value of contingent consideration	1,600		—		1,600		—
Loss on disposals of property, plant, and equipment	3,831		—		3,831		—
Total costs and expenses	63,226		42,339		157,259		87,088

Operating loss	(15,590)		(6,765)		(75,218)		(