NASDAQ: WULF

Both campuses have been engineered for phased, large‑scale deployments of liquid‑cooled, hyperscale compute and are supported by long‑term contractual arrangements with credit‑enhanced counterparties. Together, these campuses have contracted 522 MW of critical IT load with long‑dated revenue visibility.

In addition, the Company holds a long‑term ground lease in Lansing, New York (the “Cayuga Site”), which, upon completion of permitting and site development, has the potential to support up to 400 MW of gross capacity, representing approximately 320 MW of contractual critical IT load. The Cayuga Site provides a third anchor location with existing interconnection and supporting infrastructure and represents a key component of the Company’s forward development pipeline.

Through a combination of contracted capacity and future expansion opportunities, TeraWulf has established a multi‑regional HPC platform designed to support sustained growth. The Company’s development model targets the contraction of approximately 250 MW to 500 MW of new critical IT HPC capacity annually, aligned with customer demand, power availability, and regional grid conditions.

Business Strategy

TeraWulf’s business strategy is focused on the development, ownership, and operation of large‑scale, power‑advantaged digital infrastructure serving hyperscale and enterprise HPC workloads. Our approach is differentiated by:

•Infrastructure Control and Vertical Integration – We retain majority ownership and direct operational control over core infrastructure assets, including land positions (through ownership or long‑term ground leases), interconnection rights, electrical systems, cooling infrastructure, and, where applicable, on‑site generation. This vertical integration enables disciplined execution, governance oversight, and infrastructure‑style returns.

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•Long‑Term, Credit‑Enhanced Contracting – Our HPC arrangements are structured as long‑term data center leases, typically with base terms ranging from 10 to 25 years, contractual escalators, and renewal and contraction options. Certain projects benefit from investment‑grade credit support, materially strengthening the risk profile and durability of contracted revenues.

•Scalable, Multi‑Phase Development – Each campus is designed for modular expansion. Initial phases deliver near‑term contracted capacity, while subsequent phases are developed in line with customer deployment schedules and power availability. This phased approach allows us to efficiently convert advantaged infrastructure positions into incremental contracted capacity over time.

Our strategy is designed to produce durable, infrastructure‑like cash flows while preserving flexibility to scale alongside accelerating demand for compute.

Evolution of Our Business and Capital Allocation

TeraWulf has undergone a deliberate strategic transition toward HPC hosting as its primary business. While the Company operates legacy bitcoin mining facilities and leverages this flexible compute load to support early HPC infrastructure development, going forward capital allocation will be focused on HPC data center development, long-term hosting arrangements, and infrastructure supporting AI-driven compute workloads.

While the Company currently derives the majority of its revenue from bitcoin mining, HPC hosting is now the Company’s primary growth driver and operating focus.

Power Strategy and Responsible Design

TeraWulf’s power strategy emphasizes reliability, efficiency, and responsible integration with regional electric grids. Our campuses are designed to operate with long-duration, cost-competitive power resources that support both customer uptime requirements and broader grid stability.

The Company’s development and operations team brings deep experience in power generation, transmission, interconnection, and large-scale energy infrastructure, which informs site selection, facility design, and day-to-day operations. This expertise enables TeraWulf to evaluate and develop complex, power-intensive sites efficiently and to structure infrastructure solutions that support high-density, mission-critical compute. We believe this power and infrastructure experience provides meaningful differentiation relative to many data center developers that do not have comparable in-house energy expertise.

As part of this strategy, the Company expects to acquire and develop sites that may include on-site generation, battery storage, and other dispatchable resources, primarily to enhance reliability for mission-critical compute and to support grid operations where appropriate. These assets are intended to improve operational resilience, enable participation in ancillary services, and reduce congestion and volatility on regional power systems. Rather than relying on a singular energy narrative, TeraWulf focuses on responsible facility design, efficient power utilization, and long-term infrastructure stewardship.

Environmental and Power Considerations

TeraWulf’s approach to environmental and energy considerations is grounded in responsible infrastructure design, operational efficiency, and reliable integration with regional electric grids. The Company develops and operates digital infrastructure on existing industrial and energy sites, prioritizing reuse of legacy assets and minimizing incremental land disturbance.

Our data center campuses are engineered to support high-density, mission-critical compute while emphasizing efficient power utilization, advanced cooling architectures, and resilient electrical design. These facilities are designed to operate with a range of long-duration power resources, including grid-supplied electricity and, where appropriate, on-site generation.

The Company’s environmental focus is centered on disciplined development, efficient operations, and long-term infrastructure stewardship rather than reliance on any single energy source or environmental attribute.

Our Facilities

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Lake Mariner Data Campus

The Lake Mariner Data Campus is TeraWulf’s flagship HPC campus and a core component of the Company’s contracted HPC platform. Located in Barker, New York on the site of a former coal‑fired power plant that was retired and repurposed into a modern digital infrastructure campus, operations commenced in March 2022. The site benefits from substantial existing transmission infrastructure and is designed for scalable expansion.

As of December 31, 2025, the Lake Mariner Data Campus operated 245 MW of legacy bitcoin mining capacity and had 18 MW of critical IT HPC capacity. The campus is undergoing phased expansion to support additional HPC contracted deployments with gross capacity of approximately 500 MW in the near term, with potential expansion to approximately 750 MW, subject to additional approvals from the NYISO.

The Lake Mariner Data Campus sources power from the NYISO Zone A grid, which is characterized by low-cost, low-carbon energy. Of the campus’s total power needs, 90 MW is allocated under an agreement with the New York Power Authority (“NYPA”) executed in February 2022, providing high-load factor power under a ten-year term commencing with NYPA’s initial power delivery.

The Lake Mariner Data Campus is designed to support multiple hyperscale and enterprise tenants through modular, phased development and incorporates advanced liquid-cooling systems, redundant electrical architectures, and scalable mechanical and network infrastructure optimized for high-density GPU deployments.

TeraWulf operates the Lake Mariner Data Campus through its subsidiaries La Lupa Data LLC (“La Lupa”) and Akela Data LLC (“Akela”). Collectively, La Lupa and Akela represent 438 MW of contracted critical IT HPC capacity at the Lake Mariner Data Campus, with some deliveries having commenced in 2025 and others extending into 2026.

La Lupa

In December 2024, La Lupa entered into long-term data center lease agreements with Core42 (the “Core42 Leases”), pursuant to which we committed to deliver 60 MW of critical IT load. The Core42 Leases have an initial ten-year term with two five-year renewal options and include customary provisions governing operating standards, service levels, and expansion rights. Construction commenced in 2024 and continued into 2025; commissioning activities commenced in 2025 with phased deliveries aligned to meet Core42’s deployment schedule.

Akela

In August 2025, Akela entered into three data center lease agreements (the “Akela Fluidstack Leases”) with Fluidstack USA I Inc. (together with its affiliates, “Fluidstack”), a leading AI cloud platform. Under the Akela Fluidstack Leases, we will provide 378 MW of critical IT load at the Lake Mariner Data Campus. The Akela facilities are being developed in multiple phases, with construction having commenced in 2025 and delivery expected to commence in 2026.

The Akela Fluidstack Leases benefit from substantial credit support provided by Google, which supports Fluidstack’s payment and performance obligations under the leases and materially enhances the credit quality and bankability of our contracted lease revenues. This credit support was a key factor in enabling efficient financing and phased development of the Akela facilities.

Abernathy HPC Campus

The Abernathy HPC Campus reflects the extension of the Company’s relationship with Fluidstack, also supported by credit enhancement from Google, to an additional site in Texas. The campus is being developed through a joint venture in which the Company holds a 50.1% ownership interest.

In October 2025, the Company entered into an amended and restated limited liability company agreement (the “Abernathy Joint Venture Agreement”) with Fluidstack CS I Inc. (the “Fluidstack Member”) to govern the terms of operation of FS CS 1 LLC (the “Abernathy Joint Venture”), which will develop, lease and operate the Abernathy HPC Campus.

The Abernathy HPC Campus is designed for 168 MW critical IT load, representing the full build-out of the site. This capacity is fully pre-leased to Fluidstack USA III under a 25-year data center lease with built-in rent escalators and options for term contraction (the “Abernathy Fluidstack Lease” and, together with the Akela Fluidstack Leases, the

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“Fluidstack Leases”). Construction is proceeding in phases, with completion and delivery currently targeted for the second half of 2026.

Similar to Akela, the Abernathy Fluidstack Lease benefits from credit support from Google, which provides financial support for Fluidstack’s obligations under the sublease, materially strengthening the risk profile of our contracted revenues and facilitating third-party financing.

Infrastructure First Growth Model

Across all campuses, TeraWulf prioritizes reuse of existing industrial and energy infrastructure, accelerated permitting pathways, and disciplined expansion aligned with customer demand. By combining utility-scale infrastructure control, long-term contracted revenues supported by credit-enhanced counterparties, and a scalable development pipeline, the Company is positioned to support the growing demand for AI and high-density compute while delivering durable value to shareholders.

Our Strengths

Infrastructure Control and Vertical Integration

TeraWulf’s business is built around long-term control of digital infrastructure assets, including land use through ownership or long-term ground leases, interconnection rights, data center buildings, electrical and cooling systems, and, where applicable, on-site generation. This infrastructure-centric model enables disciplined execution across development and operations, enhances reliability, and supports efficient delivery of large-scale HPC capacity.

Direct control over critical infrastructure allows the Company to maintain governance authority, manage development risk, and align capital deployment with long-term customer commitments, while supporting transparency and accountability for stakeholders.

Reliable and Cost-Competitive Power Strategy

TeraWulf develops and operates its campuses in power-advantaged markets with access to long-duration, cost-competitive electricity. Our infrastructure is designed to support high-load-factor operations and mission-critical compute, while maintaining flexibility to integrate grid-supplied power and, where appropriate, on-site dispatchable resources.

This approach supports predictable operating costs, enhances resilience, and enables participation in grid-support mechanisms, positioning the Company to serve hyperscale and enterprise customers with demanding uptime and performance requirements.

Scalable Platform with Embedded Expansion Optionality

TeraWulf’s campuses are designed for modular, phased expansion, allowing capacity to be added efficiently as customer demand materializes. The Company’s development pipeline leverages existing industrial sites, established interconnection, and scalable electrical and cooling architectures to shorten development timelines and reduce execution risk.

At the Lake Mariner Data Campus, the Company can scale capacity to approximately 500 MW in the near term and up to approximately 750 MW with additional approvals from the NYISO. Together with the Abernathy HPC Campus and the Cayuga Site, this platform supports the Company’s objective of contracting 250 MW to 500 MW of new critical IT HPC capacity annually, subject to market conditions and power availability.

Experienced Management and Operations Team

TeraWulf’s senior management team brings decades of experience in energy infrastructure development, ownership, and operations, including large-scale power generation and industrial asset redevelopment. This experience underpins the Company’s ability to execute complex projects, manage grid interdependencies, and operate mission-critical infrastructure. To align management incentives with long-term shareholder value, a substantial portion of our senior management and director compensation is equity-based.

The Company also benefits from the expertise of its subsidiary Beowulf Electricity & Data LLC (“Beowulf E&D”), which supports development, construction, and operational functions. The Beowulf E&D team has more than 30

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years of experience managing large-scale energy facilities and plays a key role in supporting the Company’s data center operations.

Competition

TeraWulf operates in a highly competitive market for digital infrastructure serving HPC and AI workloads. Competition is primarily centered on securing and developing high-power sites, accessing reliable and cost-competitive electricity, and attracting capital to build and operate facilities capable of supporting high-density compute.

The Company competes with a range of participants, including data center real estate investment trusts (REITs), independent data center developers, hyperscalers, infrastructure funds, and, in certain cases, digital asset miners with infrastructure suitable for HPC conversion. Competitive factors include site availability, power availability and economics, execution capability, access to capital, and customer relationships.

Bitcoin Mining Operations, Equipment, and Suppliers

While TeraWulf’s primary strategic focus has shifted to HPC hosting, the Company continues to operate bitcoin mining assets utilizing existing infrastructure. The Company owns specialized mining computers configured to validate transactions on the bitcoin network. Substantially all of these miners were manufactured by Bitmain and incorporate application-specific integrated circuit (“ASIC”) chips. As of December 31, 2025, the Company had approximately 49,400 bitcoin miners operational at the Lake Mariner Data Campus, representing approximately 9.3 EH/s of self-mining capacity.

Regulation

TeraWulf operates in a highly regulated environment, including regulations applicable to data centers, power generation, grid interconnection, environmental compliance, and, to a lesser extent, digital asset mining. Regulatory frameworks governing digital assets continue to evolve, and changes in laws or regulations could affect the Company’s remaining mining operations.

The Company actively monitors regulatory developments and engages with policymakers and industry organizations to provide input on issues relevant to digital infrastructure, power markets, and grid reliability.

Intellectual Property

TeraWulf utilizes proprietary processes and third-party hardware and software in connection with its HPC hosting and bitcoin mining operations. Certain software components may be subject to open-source licenses, and the Company complies with applicable license terms.

The Company does not currently hold patents and relies on trade secrets, trademarks, service marks, copyrights, and contractual protections to safeguard its intellectual property and competitive position.

Human Capital Resource Management

As of the date of this Annual Report, TeraWulf had 141 full-time employees, including employees of Beowulf E&D, its wholly owned subsidiary, who perform services related to construction, technical and engineering, operations and maintenance, procurement, information technology, finance and accounting, human resources, legal, risk management and external affairs consultation. All of TeraWulf’s and Beowulf E&D’s employees are in the United States, primarily in New York and Maryland. None of TeraWulf’s or Beowulf E&D’s employees are represented by a labor union or covered by collective bargaining agreements.

We recognize the pivotal role played by our workforce in the Company’s success and prioritize their well-being and dedication. To support our employees, TeraWulf offers a comprehensive benefits program tailored to their needs. This program encompasses a 401(k) retirement plan, flexible work hours, ample leave policies, and initiatives aimed at promoting mental and physical well-being. In accordance with our commitment to employee satisfaction, we conduct annual evaluations of our benefits offerings to ensure they remain aligned with the evolving needs of our workforce. Feedback from employees is actively sought to facilitate continuous improvement of our support systems.

Furthermore, each employee of TeraWulf and many employees of Beowulf E&D hold ownership in the Company through equity awards granted under our 2021 Omnibus Incentive Plan (as amended, the “Plan”). The primary objective of

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the Plan is to attract, retain, and motivate employees, executive officers, and directors through the provision of stock-based compensation awards.

TeraWulf is dedicated to cultivating a diverse and inclusive workforce. We prioritize hiring and recruitment based on merit and qualifications, recognizing the inherent value of varied perspectives and experiences.

The Company’s Diversity Policy serves as a fundamental framework, outlining TeraWulf’s commitment to fostering an inclusive environment where all individuals are treated with respect and esteem. We believe that embracing a range of perspectives not only enhances our organizational culture but also bolsters our capacity to respond to change and stimulate innovation.

Cybersecurity

TeraWulf maintains a cybersecurity risk management program that includes physical, procedural, and technical safeguards designed to protect information systems and data. These measures aim to safeguard sensitive information and protect our operations against unauthorized access. The Company has established a cybersecurity risk management program detailed in our Information Security and Cybersecurity Policy. This policy is designed to uphold the confidentiality, integrity, and availability of our critical systems and information.

As of the current filing date, the Company has not experienced material cybersecurity incidents that have had a significant impact on its operations or financial condition.

Insurance

The Company maintains property and casualty insurance coverage for its facilities and assets consistent with industry practice for digital infrastructure operations.

For its bitcoin mining assets at the Lake Mariner Data Campus, the Company carries replacement cost all-risk property insurance with coverage limits of approximately $50 million per occurrence. Given the limited availability of business interruption insurance for bitcoin mining operations, the Company does not currently maintain business interruption coverage for these assets and continues to monitor market availability.

For its operating HPC infrastructure assets, the Company maintains replacement cost all-risk property insurance with coverage limits generally up to estimated full replacement value, together with business interruption insurance designed to protect against certain losses resulting from covered events.

In addition, the Company maintains separate cyber liability insurance with an aggregate limit of approximately $15 million. Insurance coverage levels are reviewed annually in consultation with the Company’s insurance advisors, and the Company may adjust coverage as its asset base and operational profile evolve.

Corporate Information

TeraWulf was incorporated under the laws of the State of Delaware in February 2021 and commenced trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “WULF” on December 14, 2021. Our principal executive offices are located at 9 Federal Street, Easton, Maryland 21601. Our telephone number is (410) 770-9500 and our website address is www.terawulf.com. Please note that the contents of, or information accessible through, our website are not part of this Annual Report.

Available Information

We maintain a link to investor relations information on our website, www.terawulf.com, where we make available, free of charge, our filings with the United States Securities and Exchange Commission (“SEC”), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. All SEC filings are also available at the SEC’s website at www.sec.gov. Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only.

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Forward-Looking Statements

This Annual 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 Annual 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 “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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:

•the ability to complete our data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates;

•the ability to attract additional customers to lease our HPC data centers;

•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;

•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;

•conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in the value of bitcoin;

•currency exchange rate fluctuations; and

•other risks, uncertainties and factors included or incorporated by reference in this Annual Report, including those set forth under “Risk Factors” in this Annual Report.

These forward-looking statements reflect our views with respect to future events as of the date of this Annual 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 Annual 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 Annual Report. We anticipate that subsequent events and developments will cause our views to change. You should read this Annual 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, mergers, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

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Risk Factor Summary

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information included in this Annual Report. See “Item 1A— Risk Factors.”

Risks Related to Our HPC and Data Center Business

•Our HPC business strategy may not perform as planned.

•If we are unable to complete our data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates, our business and results of operations could be adversely affected.

•Delays in lease commencement, limitations in customer backstop arrangements and the potential insufficiency of completion guarantees could adversely affect our financial condition and results of operations.

•We may be harmed by increased costs to procure power, prolonged power and internet outages, shortages or capacity constraints as well as insufficient access to power.

•Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.

•Since the development, construction and operation of the Abernathy HPC Campus is subject to the terms of a joint venture agreement, TeraWulf may have less control over strategic decisions.

•We depend on significant customers for our HPC data centers.

•Our contracts with HPC data center customers could subject us to significant liability.

•Certain of our agreements with HPC data center customers may include restrictions on providing HPC hosting and colocation services to certain third parties, which could have a material adverse effect on us.

•We may be unable to access sufficient additional capital for future strategic growth initiatives, and any such capital raises may be dilutive or subject to restrictive terms.

•Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.

•We may experience increased compliance costs as a result of our strategic acquisitions.

•The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results.

•Cyber-attacks, data breaches or malware may disrupt our operations and trigger significant liability to us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.

•We are currently making considerable investments in our information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.

•We depend on attracting and retaining officers, managers, and skilled professionals.

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•Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions.

•We have a history of operating losses, and we may report additional operating losses in the future.

Risks Related to the Bitcoin Mining Business

•Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile.

•Instability, fraud or failures within the broader cryptocurrency ecosystem may adversely affect the price of bitcoin and our results of operations.

•Bitcoin is subject to halving, and our bitcoin mining operations may generate less revenue as a result.

•Because our miners are designed specifically to mine bitcoin and may not be readily adaptable to other uses, a sustained decline in bitcoin’s value could adversely affect our business and results of operations.

•Our reliance on third-party miners may subject our operations to increased risk of design flaws.

•Our use of a third-party mining pool exposes us to certain risks.

•We may not be able to realize the benefits of forks.

•Incorrect or fraudulent bitcoin transactions may be irreversible and we could lose access to our bitcoin.

•Digital assets held by the Company are not subject to FDIC or SIPC protections.

Risks Related to Governmental Regulation and Enforcement

•We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.

•Bitcoin and bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.

•Changing environmental regulation and public energy policy may expose our business to new risks.

•The compliance costs of responding to new and changing regulations could adversely affect our operations.

•Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.

•We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the cryptocurrency industry, which could ultimately be resolved against the Company, requiring material future cash payments or charges, which could impair our financial condition and results of operations.

•The Company may be classified as an inadvertent investment company.

•If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on the Company or its shareholders.

Risks Related to Ownership of our Common Stock

•The trading price of shares of our common stock has been subject to volatility.

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•We are and may continue to be subject to short selling strategies.

•We have financed our strategic growth through our at-the-market (“ATM”) offerings and issuances of our common stock.

•The issuance, conversion, or exercise of our convertible notes and other convertible securities and warrants will dilute our stockholders’ ownership.

•Because we do not currently intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.