wulf-20250331

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 March 31, 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 384,584,010 shares of Common Stock outstanding as of May 7, 2025.


						Page

Forward-Looking Statements						3

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

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

Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024						7

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024						8

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024						9

Notes to Condensed Consolidated Financial Statements						11

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						28

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk						39

ITEM 4. Controls and Procedures						39

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings						40

ITEM 1A. Risk Factors						40

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.						40

ITEM 3. Defaults Upon Senior Securities.						40

ITEM 4. Mine Safety Disclosures.						40

ITEM 5. Other Information.						40

ITEM 6. Exhibits						41

SIGNATURES						43


	March 31, 2025		December 31, 2024

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	218,162	$	274,065
Digital currency	1,400		476
Prepaid expenses	4,799		2,493
Other receivables	5,101		3,799
Other current assets	585		598
Total current assets	230,047		281,431
Property, plant and equipment, net	509,888		411,869
Operating lease right-of-use asset	85,299		85,898
Finance lease right-of-use asset	7,200		7,285
Other assets	8,728		1,028
TOTAL ASSETS	$	841,162	$	787,511

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	54,901	$	24,382
Accrued construction liabilities	19,526		16,520
Accrued compensation	1,512		4,552
Accrued interest	5,997		2,559
Other accrued liabilities	6,432		2,414
Other amounts due to related parties	571		1,391
Current portion of deferred rent liability	31,960		—
Current portion of operating lease liability	26		25
Current portion of finance lease liability	2		2
Total current liabilities	120,927		51,845
Deferred rent liability, net of current portion	58,040		—
Operating lease liability, net of current portion	3,420		3,427
Finance lease liability, net of current portion	291		292
Convertible notes	488,109		487,502
TOTAL LIABILITIES	670,787		543,066

Commitments and Contingencies (See Note 10)

STOCKHOLDERS’ EQUITY:


Preferred stock, $0.001 par value, 100,000,000 authorized at March 31, 2025 and December 31, 2024; 9,566 issued and outstanding at March 31, 2025 and December 31, 2024; aggregate liquidation preference of $12,924 and $12,609 at March 31, 2025 and December 31, 2024, respectively	9,273		9,273
Common stock, $0.001 par value, 600,000,000 authorized at March 31, 2025 and December 31, 2024, respectively; 408,198,263 and 404,223,028 issued and outstanding at March 31, 2025 and December 31, 2024, respectively	408		404
Additional paid-in capital	705,897		685,261
Treasury stock at cost, 24,468,750 and 18,568,750 at March 31, 2025 and December 31, 2024, respectively	(151,509)		(118,217)
Accumulated deficit	(393,694)		(332,276)
Total stockholders' equity	170,375		244,445
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	841,162	$	787,511


	Three Months Ended March 31,
	2025		2024

Revenue	$	34,405	$	42,433

Costs and expenses:
Cost of revenue (exclusive of depreciation shown below)	24,553		14,408
Operating expenses	1,144		785
Operating expenses – related party	1,748		888
Selling, general and administrative expenses	46,573		12,289
Selling, general and administrative expenses – related party	3,571		2,620
Depreciation	15,574		15,088
Loss (gain) on fair value of digital currency, net	870		(1,329)
Total costs and expenses	94,033		44,749

Operating loss	(59,628)		(2,316)
Interest expense	(4,049)		(11,045)
Loss on extinguishment of debt	—		(2,027)
Interest income	2,259		500
Loss before income tax and equity in net income of investee	(61,418)		(14,888)
Income tax benefit	—		—
Equity in net income of investee, net of tax	—		5,275
Net loss	$	(61,418)	$	(9,613)

Loss per common share:
Basic and diluted	$	(0.16)	$	(0.03)

Weighted average common shares outstanding:
Basic and diluted	383,149,511		290,602,725


	Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Total
	Number	Amount		Number	Amount

Balances as of December 31, 2024	9,566	$	9,273	404,223,028	$	404	$	685,261	$	(118,217)	$	(332,276)	$	244,445
Treasury stock repurchased	—	—		—	—		—		(33,292)		—		(33,292)
Stock-based compensation expense and issuance of stock	—	—		7,275,645	4		38,670		—		—		38,674
Tax withholdings related to net share settlements of stock-based compensation awards	—	—		(3,300,410)	—		(18,034)		—		—		(18,034)
Net loss	—	—		—	—		—		—		(61,418)		(61,418)
Balances as of March 31, 2025	9,566	$	9,273	408,198,263	$	408	$	705,897	$	(151,509)	$	(393,694)	$	170,375


Net change in cash and cash equivalents	(55,903)		(8,615)
Cash and cash equivalents at beginning of period	274,065		54,439
Cash and cash equivalents at end of period	$	218,162	$	45,824

Cash paid during the period for:
Interest	$	5	$	3,726
Income taxes	$	—	$	—


	Fair Value Measured as of March 31, 2025
	Carrying Value		Level 1		Level 2		Level 3
Digital currency	$	1,400	$	1,400	$	—	$	—
	$	1,400	$	1,400	$	—	$	—


	Fair Value Measured as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3
Digital currency	$	476	$	476	$	—	$	—
	$	476	$	476	$	—	$	—


	March 31, 2025		December 31, 2024
Number of bitcoin held	17		5
Carrying basis of bitcoin	$	1,437	$	477
Fair value of bitcoin	$	1,400	$	476


	March 31, 2025		December 31, 2024
Miners	$	250,924	$	192,655
Construction in process	183,353		107,624
Leasehold improvements	119,570		91,614
Equipment	37,566		32,031
Vehicles	121		104
Deposits on miners	—		53,913
	591,534		477,941
Less: accumulated depreciation	(81,646)		(66,072)
	$	509,888	$	411,869


	Operating Lease Liability		Finance Lease Liability
Remainder of 2025	$	194	$	17
2026	259		22
2027	259		22
2028	259		22
2029	259		22
Thereafter	7,723		657
	$	8,953	$	762


Remainder of 2025	$	—
2026	—
2027	—
2028	—
2029	—
Thereafter	500,000
Total principal maturities	$	500,000


	October 2, 2024(1)
Condensed balance sheet information:
Current assets	$	11,124
Noncurrent assets	134,217
Total assets	$	145,341

Current liabilities	$	12,816
Noncurrent liabilities	29,434
Equity	103,091
Total liabilities and equity	$	145,341


	Unvested Restricted Stock Units
	Number of Shares	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	2,614,031	$	2.57
Granted	7,140,000	$	5.41
Vested	(6,575,669)	$	4.68
Forfeited/canceled	(15,000)	$	4.59
Unvested as of March 31, 2025	3,163,362	$	4.57


	Operating Lease Liability		Finance Lease Liability
Undiscounted cash flows of the operating lease	$	8,953	$	762
Unamortized discount	5,507		469
Total operating lease liability	3,446		293
Current portion of operating lease liability	26		2
Operating lease liability, net of current portion	$	3,420	$	291


	Three Months Ended March 31, 2024(1)
Condensed statement of operations information:
Revenue	$	41,740
Operating expense	26,322
Net income (loss)	$	15,418


Vendor and Model			Number of miners
Bitmain S19 XP			18,500
Bitmain S19j XP			15,800
Bitmain S19k Pro			4,000
Bitmain S21			8,100
Bitmain S21 Pro

SEC Form 10-Q filed by TeraWulf Inc.