Business Context and Reporting Period
This Form 8-K Current Report was filed by TeraWulf Inc. on March 13, 2026. The filing primarily addresses the entry into a material definitive financing agreement and the disclosure of consolidating financial schedules for a subsidiary issuer.
Key Financial Metrics and Agreements
- Financing Facility: Entered into a $500 million delayed-draw senior secured bridge facility with a 364-day term.
- Interest Rates: Borrowings bear interest at Term SOFR plus 2.75% or Base Rate plus 1.75%.
- Liquidity Covenant: The agreement requires TeraWulf and the Borrower to maintain minimum liquidity of $100 million, inclusive of facility proceeds.
- Existing Debt: References 7.750% Senior Secured Notes due 2030 issued by WULF Compute LLC (a wholly-owned indirect subsidiary) in October 2025.
- Financial Statements: Unaudited consolidating schedules for the year ended December 31, 2025, are provided to reconcile the Company's consolidated financials with the standalone financials of the Issuer and its subsidiaries.
Material Changes and Usage of Proceeds
The primary material change is the establishment of the $500 million bridge facility. Proceeds from this facility are designated specifically to finance the construction and development of the Company's data center facility in Hawesville, Kentucky. The filing also incorporates by reference the creation of a direct financial obligation related to the previously issued Senior Secured Notes.
Management Commentary, Risks, and Covenants
- Covenants: The Bridge Credit Agreement includes customary affirmative covenants (financial reporting, compliance certificates) and negative covenants limiting liens, asset dispositions, additional indebtedness, investments, and restricted payments.
- Events of Default: Includes failure to pay, breach of covenants, bankruptcy, monetary judgments, and change of control events, which could trigger acceleration of repayment.
- Regulatory Disclosure: The consolidating schedules provided under Item 7.01 are furnished but not deemed "filed" for purposes of Section 18 of the Exchange Act and are not subject to the liabilities of that section.
Investor Verification Checklist
- Verify the specific terms and conditions of the $500 million Bridge Credit Agreement in the full text of the agreement.
- Review Exhibit 99.1 to analyze the unaudited consolidating schedules and the financial reconciliation between the parent company and the Issuer (WULF Compute LLC).
- Confirm the current status of the Hawesville, KY data center construction project to assess the timing of drawdowns.
- Monitor compliance with the $100 million minimum liquidity covenant.
- Assess the impact of the new debt covenants on future capital flexibility and potential restrictions on additional indebtedness.