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TERAWULF INC.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

WULF$11.37+12.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001083301-25-000061

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001083301-25-000099

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 109 previous paragraphs and 140 current paragraphs.

51 unchanged; 48 reworded; 39 added; 10 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (39)

Current report

We are a vertically integrated owner and operator of digital infrastructure assets in the United States, purpose-built to support high-performance computing (“HPC”) workloads. We develop, own, and operate large-scale, low-carbon datacenter campuses anchored by long-duration, cost-efficient power resources. Our strategy is predicated on controlling infrastructure at utility scale, enabling us to serve Tier-1 counterparties through long-term hosting arrangements.

Current report

On August 12, 2025, the Company entered into a long term ground lease for approximately 183 acres in Lansing, New York (the “Cayuga Site”). The Cayuga Site, which, upon completion of permitting and site development, has the potential to support up to 400 MW of incremental capacity. The Cayuga Site provides a second anchor location in a low-carbon region with existing interconnection and supporting infrastructure, supporting the Company’s forward pipeline for growth.

Current report

On October 27, 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”), an affiliate of Fluidstack USA I Inc., to govern the terms of operation of FS CS I LLC (the “Abernathy Joint Venture”), which will develop and operate an HPC datacenter located in Abernathy, Texas (the “Abernathy HPC Campus”). The Abernathy HPC Campus has been engineered for phased, large-scale deployments of liquid-cooled hyperscale compute and is supported by investment-grade credit enhancement. Pursuant to the terms of the Abernathy Joint Venture Agreement, the TeraWulf Member and the Fluidstack Member will be the sole initial members of the Abernathy Joint Venture, with the TeraWulf Member owning 50.1% of the equity interests and the Fluidstack Member owning 49.9% of the equity interests as of the date of the Abernathy Joint Venture Agreement.

Current report

As of the date of this Quarterly Report, TeraWulf derives the majority of its revenue by providing hash computation services to a mining pool operator, facilitating transaction validation of transactions on the global bitcoin network using the Company’s fleet of application-specific integrated circuit (“ASIC”) miners. While capable of mining other digital assets, the Company has no current plans to do so.

Current report

TeraWulf’s business strategy centers on the development, ownership, and operation of large-scale, power-advantaged digital infrastructure serving hyperscale and enterprise HPC workloads. Our approach is differentiated by (i) majority ownership and direct control of infrastructure, (ii) development in markets with low-cost, low-carbon, long-duration power, and (iii) contracting long-term revenue streams with Tier-1 counterparties supported by investment-grade balance sheets or guarantees.

Current report

Platform Control and Vertical Integration – We own and control the critical infrastructure necessary to deliver HPC leasing capacity, including land (via long-term ground leases), interconnection rights, and cooling and electrical infrastructure. Vertical control allows us to capture infrastructure returns and maintain governance authority through development and early operations.

Current report

Long-Duration, Credit Enhanced Contracting – Our HPC arrangements are structured as long-term datacenter leases with 10 to 25-year base terms and extension and contraction options. In both of the New York Independent System Operator (‘NYISO’) (Lake Mariner) and Southwest Power Pool (“SPP”) (Abernathy) campuses, contracted revenues are further supported by Google financial backstops in support of project debt, materially strengthening the credit profile of contracted revenues.

Current report

Scalable Multi-Phase Buildout – Each campus is designed for modular, sequential expansion. Initial phases deliver near-term contracted capacity, while additional phases are added in line with tenant deployment schedules. This allows us to convert advantaged infrastructure positions into incremental contracted capacity efficiently.

Current report

This combination is designed to yield durable, infrastructure-style cash flows while enabling future growth as demand for compute accelerates. The Company’s platform pipeline supports 250 MW to 500 MW of additional contracted IT load per year, supplementing the 594 MW already under contract.

Current report

Bitcoin mining remains a complementary component of the Lake Mariner Campus, leveraging the same low-cost, low-carbon infrastructure and serving as a flexible load; however, HPC is the Company’s primary growth driver and capital allocation priority.

Current report

We operate the Lake Mariner HPC Datacenter through our subsidiaries La Lupa Data LLC (“La Lupa”) and Akela Data LLC (“Akela”). At the Lake Mariner HPC Datacenter, we deliver scalable, energy-efficient and environmentally responsible datacenter solutions tailored to the rapidly growing needs of artificial intelligence, machine learning and cloud computing workloads. By leveraging our engineering expertise, scalable infrastructure, and cost-efficient power models, we aim to become a premier hosting provider for enterprises requiring high-density compute capacity. Through La Lupa and Akela, we have signed 522.5 MW of HPC leasing agreements, with operations commencing in 2025 and 2026.

Current report

In December 2024, La Lupa entered into ten-year datacenter lease agreements with Core42 (the “Core42 Leases”), pursuant to which we committed to deliver 72.5 MW of HPC hosting capacity at the Lake Mariner Datacenter for GPU compute workloads. The Core42 Leases include two five-year renewal options and we remain in discussions with Core42 regarding future capacity.

Current report

In August 2025, Akela entered into three datacenter lease agreements (the “Fluidstack Leases”) with Fluidstack USA I Inc. (together with its affiliates, “Fluidstack”), a leading AI cloud platform. Under the Fluidstack Leases, we will provide a total of more than 360 MW of critical IT load for HPC datacenter operations at the Lake Mariner Datacenter. Akela is expected to complete construction and deliver the premises to Fluidstack in three phases in 2026 (the “Lake Mariner Datacenter Expansion”). The total budgeted cost of the construction of the Lake Mariner HPC Datacenter has been financed.

Current report

Fluidstack’s obligations to pay rent under each of the Fluidstack Leases begin on the delivery of the premises for each applicable Akela project and continue for a 10-year term thereafter. The Fluidstack Leases each include two five-year renewal options at the tenant’s election.

Current report

The table below presents the lease and nonlease components of HPC lease revenue for the three and nine months ended September 30, 2025 and 2024:

Current report

(1) Certain of the Core42 Leases commenced in 2025 which comprised 22.5 MW of HPC lease capacity as of September 30, 2025. The remainder of the HPC Leases are expected to commence in 2026.

Current report

(2) Cost of revenue (exclusive of depreciation) represents power costs which are passed through to the customer without markup and are included on a gross basis in HPC lease revenue.

Current report

On October 22, 2025, TeraWulf completed a private offering of $3,200.0 million aggregate principal amount of 7.75% 2030 Secured Notes. The net proceeds of the 2030 Secured Notes will be used to finance a portion of the cost of the HPC buildout at the Lake Mariner Campus.

Current report

On October 27, 2025, the Company entered into the Abernathy Joint Venture Agreement with the Fluidstack Member to govern the terms of operation of the Abernathy Joint Venture, which will develop and operate an HPC datacenter located on the Abernathy HPC Campus.

Current report

On October 31, 2025, the Company completed a private offering of 0.000% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes were sold under a purchase agreement, dated as of October 29, 2025, entered into by and between the Company and Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reaso nably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The aggregate principal amount of notes sold in the offering was $1,025.0 million, which includes $125.0 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the Initial Purchasers under the purchase agreement, which the Initial Purchasers exercised in full on October 30, 2025 and which additional purchase was completed on October 31, 2025. The 2032 Convertible Notes were issued at a price equal to 100% of their principal amount. The net proceeds from the sale of the 2032 Convertible Notes were approximately $999.4 million after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses payable by the Company.

Current report

In July 2025, the Company commenced its HPC leasing operations. HPC lease revenue is generated by leasing datacenter space and providing related services to our HPC customers. These leasing agreements include lease components, nonlease components (such as power delivery, physical security, maintenance), as well as non-component elements such as taxes. Under these leases, customers pay fixed payments (based on electric capacity) and variable payments on a recurring basis. HPC power costs are passed through to the customer without markup and are included on a gross basis in HPC lease revenue.

Current report

Total revenue for the three months ended September 30, 2025 and 2024 was $50.6 million and $27.1 million, respectively, representing an increase of $23.5 million. Total revenue for the nine months ended September 30, 2025 and 2024 was $132.6 million and $105.1 million, respectively, representing an increase of $27.5 million. These changes were a result of the factors described below.

Current report

HPC lease revenue for the three and nine month ended September 30, 2025 was $7.2 million. In July 2025, TeraWulf commenced its HPC leasing operations and currently has energized 22.5 MW of HPC leasing capacity at the Lake Mariner Campus.

Current report

Selling, general and administrative expenses (including related party expenses) for the nine months ended September 30, 2025 and 2024 were $81.1 million and $38.3 million, respectively, an increase of $42.8 million primarily due to increased stock-based compensation of $30.1 million, increased employee compensation and benefits of $7.7 million, increased travel expenses of $1.6 million, and increased professional services $1.6 million.

Current report

During the three and nine months ended September 30, 2024, the Company recorded an impairment loss of $0.4 million related to the expected sale of 1,200 miners for proceeds $0.2 million which were classified as held for sale as of September 30, 2024 and included in other current assets in the condensed consolidated balance sheet.

Current report

Interest expense during the three months ended September 30, 2025 and 2024 was $9.8 million and $0.4 million, respectively, an increase of $9.4 million. The increase is primarily attributed to increases in amortization of debt issuance costs as noncash interest expense for the 2030 Convertible Notes and 2031 Convertible Notes of $5.9 million and stated interest of $3.9 million during the three months ended September 30, 2025. The Company fully repaid the principal balance of the Term Loans ahead of maturity in July 2024.

Current report

Interest expense during nine months ended September 30, 2025 and 2024 was $17.9 million and $16.8 million, respectively, an increase of $1.1 million. The increase is primarily attributed to increases in stated interest of $4.9 million for the 2030 Convertible Notes and 2031 Convertible Notes during the nine months ended September 30, 2025 as compared to the LGSA during nine months ended September 30, 2024. The increase was partially offset by decreases in amortization of debt issuance costs of $3.8 million for the 2030 Convertible Notes and 2031 Convertible Notes during the nine months ended September 30, 2025 as compared to the LGSA during nine months ended September 30, 2024.

Current report

Change in fair value of warrant and derivative liabilities during the three and nine months ended September 30, 2025 was $(424.6) million related to the Google Warrants and the conversion feature of the 2031 Convertible Notes which was originally accounted for separately as a derivative liability. During the three and nine months ended September 30, 2025, the Company recognized a loss of $324.1 million for the change in fair of the Google Warrants and recognized a loss of $100.6 million for the change in fair value of the derivative liability.

Current report

In December 2024, the Company entered into long-term datacenter lease agreements (the “HPC Leases”) with a customer for specified datacenter infrastructure at the Lake Mariner Campus to support the customer’s HPC operations. In accordance with ASC 842, Leases, the Company determined at contract inception that these agreements contained a lease, comprising lease components related to the right to use datacenter space and nonlease components for power delivery, physical security, and maintenance services. Certain of the HPC Leases commenced in 2025 and the remainder of the HPC Leases are expected to commence in 2026.

Current report

The Company has elected the practical expedient available under ASC 842, Leases, to combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a single combined component. The single combined component is accounted for under ASC 842 as an operating lease if the lease components are the predominant components and is accounted for under ASC 606 if the nonlease components are the predominant components. The lease components are the predominant components in the Company’s long term lease agreements and the single combined component in these arrangements are accounted for under the operating lease guidance of ASC 842. Recognition of HPC lease revenue begins when the Company determines the asset has been made available for the customer’s use.

Current report

The Company has concluded that it is probable that substantially all of the payments will be collected over the term of the arrangements and recognize the total combined fixed payments under the agreements on a straight-line basis over the noncancellable term. The Company recognizes the difference between straight-line revenue recognized during the period and the lease payments due pursuant to the underlying arrangement as deferred rent liability or accrued rent receivable in the condensed consolidated balance sheets. Certain arrangements include options to extend the term. These extension options are not reasonably certain to be exercised and are excluded from the lease term and calculation of lease payments at lease commencement.

Current report

Payments for physical security and other routine maintenance services are included in the fixed lease payments. The lease agreements provide for variable payments for power delivery and other services. Power delivery services represent a stand-ready obligation to make power available to the customer over the coterminous lease term and have the same pattern of transfer as the related operating lease components. Customers are charged monthly for actual power costs incurred at current utility rates and fees incurred on other services. These payments from customers for power delivery and other services are recognized as variable lease payments in accordance with the practical expedient elected. Variable lease payments are presented on a gross basis and are included in HPC lease revenue in the condensed consolidated statements of operations.
Removed paragraphs (10)

Previous report

We are a vertically integrated owner and operator of next-generation digital infrastructure, purpose-built to support bitcoin mining and HPC workloads. With a strong commitment to sustainability, our operations are powered predominantly by zero-carbon energy, reinforcing our focus on environmentally responsible data center operations in the United States. By leveraging clean, cost-effective, and reliable energy sources, we aim to drive long-term efficiency and resilience within the digital infrastructure sector.

Previous report

Our strategy is centered on leveraging our owned and scalable digital infrastructure to drive revenue and profitability through both bitcoin mining and HPC hosting. As a vertically integrated operator, we own and control our infrastructure, allowing us to optimize efficiency, reduce costs, and maintain a highly competitive cost structure.

Previous report

While bitcoin mining remains a core focus, we are strategically transitioning an increasing portion of the Lake Mariner Facility’s capacity to support HPC hosting and colocation. This shift allows us to capitalize on the growing demand for AI, machine learning, and cloud computing workloads while further optimizing our power utilization and digital infrastructure.

Previous report

By prioritizing cost-efficient power utilization, sustainability, and scalable infrastructure, our strategy positions TeraWulf to maximize value creation while adapting to the evolving landscape of digital asset mining and AI-driven computing. Looking ahead, we remain focused on expanding our infrastructure, optimizing operations, and strengthening our competitive advantage in both bitcoin mining and HPC hosting.

Previous report

In July 2025, the CB-1 Earnout Milestone was achieved and the Company paid $6.0 million in cash and issued 1.8 million shares of Common Stock to the Seller valued at $6.5 million, calculated on the basis of a 60-day trailing VWAP as of the date the CB-1 Earnout Milestone was achieved.

Previous report

Selling, general and administrative expenses (including related party expenses) for the six months ended June 30, 2025 and 2024 were $64.4 million and $26.8 million, respectively, an increase of $37.6 million. The increase for the six months ended June 30, 2025 as compared to the same period was due to business acquisition-related costs of $1.5 million, increased stock-based compensation of $28.2 million, increased employee compensation and benefits of$3.3 million, increased travel expenses of$1.2 million, increased professional service fees of$1.1 million, as well as the$2.4 million performance milestone expense under the Services Agreement during the six months ended June 30, 2025. Selling, general and administrative expenses – related party increased $2.6 million under the Services Agreement with Beowulf E&D for the six months ended June 30, 2024.

Previous report

Interest expense during the three months ended June 30, 2025 and 2024 was $4.0 million and $5.3 million, respectively, a decrease of $1.3 million. The decrease is primarily attributed to $0.6 million of amortization of debt issuance costs for the 2030 Convertible Notes during the three months ended June 30, 2025 as compared to $3.1 million of amortization for the LGSA during the three months ended June 30, 2024. Interest expense during six months ended June 30, 2025 and 2024 was $8.1 million and $16.4 million, respectively, a decrease of $8.3 million. The decrease is primarily attributed to $1.2 million of amortization of debt issuance costs for to the 2030 Convertible Notes during the six months ended June 30, 2025 as compared to $10.7 million of amortization for the LGSA during six months ended June 30, 2024. The decrease is further driven by the lower stated interest rates, during three and six months ended June 30, 2025 and 2024, respectively.
Reworded paragraphs (48)

Previous wording

Our primary operations are centered at the Lake Mariner Facility, strategically located on the shores of Lake Ontario. Developed on the site of a decommissioned coal-fired power plant, this expansive facility is designed for scalable growth, with the ability to expand up to 500 MW in the near term and up to 750 MW with targeted transmission upgrades. Purpose-built to support both bitcoin mining and GPU-driven HPC workloads, the Lake Mariner Facility is well-positioned to meet the rising demand for compute-intensive applications. This dual-purpose strategy enhances operational efficiency, diversifies revenue streams, and strengthens our position in the evolving digital economy.

Current wording

Our primary operations are centered at the Lake Mariner Campus, strategically located on the shores of Lake Ontario. Developed on the site of a decommissioned coal-fired power plant, this expansive facility is designed for scalable growth, with 500 MW and up to 750 MW with targeted transmission upgrades. Purpose-built to support both bitcoin mining and GPU-driven HPC workloads, the Lake Mariner Campus is well-positioned to meet the rising demand for compute-intensive applications. This dual-purpose strategy enhances operational efficiency, diversifies revenue streams, and strengthens our position in the evolving digital economy.

Previous wording

As of the date of this Quarterly Report, the Lake Mariner Facility has 245 MW of energized capacity supporting bitcoin mining infrastructure. TeraWulf remains on track to deliver 72.5 MW of HPC colocation capacity under its data center lease agreements with Core42 Holding US LLC (“Core42”), a G42 company specializing in sovereign cloud, AI infrastructure, and digital services, with revenue recognition expected as data halls become operational in the second half of 2025.

Current wording

As of the date of this Quarterly Report, the Lake Mariner Campus has 245 MW of energized capacity supporting bitcoin mining infrastructure and has energized 22.5 MW of HPC leasing capacity. TeraWulf remains on track to deliver an additional 50 MW of HPC leasing capacity under its datacenter lease agreements with Core42 Holding US LLC (“Core42”), a G42 company specializing in sovereign cloud, AI infrastructure, and digital services.

Previous wording

On May 21, 2025 (the “Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (MD) LLC, and Beowulf E&D (NY) LLC (collectively, “Beowulf E&D”). The fair value of total consideration for the transaction was approximately $54.6 million, including $3.0 million in cash and 5.0 million shares of the Company’s common stock (“Common Stock”) issued on the Acquisition Date. The purchase agreement also includes up to $19.0 million in contingent cash payments and up to $13.0 million in additional Common Stock, subject to the achievement of key milestones related to the expansion of the Company’s data center business and project financing initiative. As part of the acquisition, 94 employees of Beowulf E&D, including site staff at the Lake Mariner Facility and corporate personnel, were transitioned to TeraWulf. In addition, the existing Administrative and Infrastructure Services Agreement (the “Services Agreement”) with Beowulf E&D was terminated on the Acquisition Date.

Current wording

On May 21, 2025 (the “Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (MD) LLC, and Beowulf E&D (NY) LLC (collectively, “Beowulf E&D”). The fair value of total consideration for the transaction was approximately $54.6 million, including $3.0 million in cash and 5.0 million shares of Common Stock issued on the Acquisition Date. The purchase agreement also includes up to $19.0 million in contingent cash payments and up to $13.0 million in additional Common Stock, subject to the achievement of key milestones related to the expansion of the Company’s datacenter business and project financing initiative. As part of the acquisition, 94 employees of Beowulf E&D, including site staff at the Lake Mariner Campus and corporate personnel, were transitioned to TeraWulf. In addition, the existing Administrative and Infrastructure Services Agreement (the “Services Agreement”) with Beowulf E&D was terminated on the Acquisition Date.

Previous wording

Strategically located in Barker, New York, on the site of a former coal-fired power plant, the Lake Mariner Facility began operations in March 2022, designed to support sustainable bitcoin mining. As of the date of this Quarterly Report, the facility is operating 245 MW of bitcoin mining capacity. Additionally, the Company is developing HPC data centers at the Lake Mariner Facility to provide HPC hosting services for Core42, supporting up to 72.5 MW of data center infrastructure dedicated to GPU compute workloads. This capacity is expected to come online throughout 2025.

Current wording

Strategically located in Barker, New York, on the site of a former coal-fired power plant, the Lake Mariner Campus began operations in March 2022, designed to initially to support sustainable bitcoin mining. As of the date of this Quarterly Report, the mining facilities are capable of operating 245 MW of bitcoin mining capacity. In July 2025, TeraWulf commenced its HPC leasing operations and currently has energized 22.5 MW of HPC leasing capacity at the Lake Mariner Campus.

Previous wording

The Lake Mariner Facility sources 100% of its power from the Zone A grid, which is characterized by low-cost, predominantly zero-carbon energy. Of the Facility’s total power needs, 90 MW is secured under a Power Purchase Agreement (“PPA”) with the New York Power Authority (‘NYPA”) executed in February 2022, which provides high-load factor power under a ten-year term commencing with NYPA’s initial power delivery. The Lake Mariner Facility is built for scalable expansion, with the ability to grow up to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades. Its strategic location and direct access to sustainable Zone A power make it a highly attractive site for both bitcoin mining and HPC workloads.

Current wording

The Lake Mariner Campus sources 100% of its power from the Zone A grid, which is characterized by low-cost, low-carbon energy. Of the campus’s total power needs, 90 MW is secured under a Power Purchase Agreement with the New York Power Authority (‘NYPA”) executed in February 2022, which provides high-load factor power under a ten-year term commencing with NYPA’s initial power delivery. The Lake Mariner Campus is built for scalable expansion, with 500 MW and potentially 750 MW with targeted transmission upgrades. Its strategic location and direct access to sustainable Zone A power make it a highly attractive site for both bitcoin mining and HPC workloads.

Previous wording

During the three and six months ended June 30, 2025 and 2024, we operated bitcoin mining activities at the Lake Mariner Facility. During the three and six months ended June 30, 2024, we also operated bitcoin mining activities at the jointly owned Nautilus Cryptomine Facility located in central Pennsylvania. In October 2024, we sold our entire equity interest in Nautilus Cryptomine LLC (“Nautilus”), allowing us to consolidate operations and reinvest in future infrastructure growth.

Current wording

During the three and nine months ended September 30, 2025 and 2024, we operated bitcoin mining activities as well as commenced our HPC leasing operations at the Lake Mariner Campus. During the three and nine months ended September 30, 2024, we also operated bitcoin mining activities at the jointly owned Nautilus Cryptomine Facility located in central Pennsylvania. In October 2024, we sold our entire equity interest in Nautilus Cryptomine LLC (“Nautilus”), allowing us to consolidate operations and reinvest in future infrastructure growth.

Previous wording

A key milestone in this transition occurred on December 22, 2024, when we signed multi-year data center lease agreements with Core42, securing 72.5 MW of HPC hosting capacity at the Lake Mariner Facility for GPU compute workloads. The Company remains in discussions with Core42 regarding future capacity. This development accelerates our HPC hosting expansion, positioning us at the intersection of energy and digital compute infrastructure. To support this expansion, we have expanded our digital infrastructure at the site, featuring advanced liquid cooling systems and Tier 3 redundancy. This infrastructure will be optimized for high-density compute workloads, reinforcing our ability to attract hyperscale and enterprise customers.

Current wording

This project accelerates our HPC hosting expansion, positioning us at the intersection of energy and digital compute infrastructure. To support this expansion, we have expanded our digital infrastructure at the site, featuring advanced liquid cooling systems and Tier 3 redundancy. This infrastructure will be optimized for high-density compute workloads, reinforcing our ability to attract hyperscale and enterprise customers. The contracted ten-year revenues for the Core42 Leases are expected to total approximately $1.1 billion.

Previous wording

As of June 30, 2025, we owned approximately 70,300 miners, with approximately 65,100 operational at the Lake Mariner Facility and the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:

Current wording

As of September 30, 2025, we owned approximately 61,500 miners, with approximately 56,100 operational at our bitcoin mining facilities on the Lake Mariner Campus (the” Bitcoin Mining Facilities”) and the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:

Previous wording

As of June 30, 2025, our fleet of miners ranged in age from 0.2 years to 3.1 years with an average age of approximately 1.0 year. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of June 30, 2025, our fleet of miners at the Lake Mariner Facility had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“"j/th”) and an average energy efficiency of 17.9 j/th.

Current wording

As of September 30, 2025, our fleet of miners ranged in age from 0.4 years to 3.3 years with an average age of approximately 1.1 year. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of September 30, 2025, our fleet of miners at the Bitcoin Mining Facilities had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“"j/th”) and an average energy efficiency of 17.5 j/th.

Previous wording

In October 2024, TeraWulf sold its entire equity interest in Nautilus, allowing the Company to reallocate capital toward expanding its digital infrastructure at the Lake Mariner Facility and advancing its HPC hosting strategy. As part of the transaction, Nautilus distributed to TeraWulf all of its right, title, and interest in its miners, as well as certain other related equipment.

Current wording

In October 2024, TeraWulf sold its entire equity interest in Nautilus, allowing the Company to reallocate capital toward expanding its digital infrastructure at the Lake Mariner Campus and advancing its HPC leasing strategy. As part of the transaction, Nautilus distributed to TeraWulf all of its right, title, and interest in its miners, as well as certain other related equipment.

Previous wording

As outlined above, several factors influence our ability to mine bitcoin profitably, including bitcoin’s USD value, mining difficulty global hashrate, power costs, fleet energy efficiency, and overall data center efficiency. Among these, energy efficiency is a critical driver of profitability, as power costs represent the most significant direct expense in bitcoin mining. We believe we operate a highly efficient mining fleet, optimized to maximize output while minimizing energy consumption. To assess operational performance and effectiveness, the Company tracks key metrics, which we believe are also valuable to investors for evaluating our progress and benchmarking against industry peers.

Current wording

As outlined above, several factors influence our ability to mine bitcoin profitably, including bitcoin’s USD value, mining difficulty global hashrate, power costs, fleet energy efficiency, and overall datacenter efficiency. Among these, energy efficiency is a critical driver of profitability, as power costs represent the most significant direct expense in bitcoin mining. We believe we operate a highly efficient mining fleet, optimized to maximize output while minimizing energy consumption. To assess operational performance and effectiveness, the Company tracks key metrics, which we believe are also valuable to investors for evaluating our progress and benchmarking against industry peers.

Previous wording

(1) Results as of June 30, 2024 reflect hashrate of mining operations at the Lake Mariner Facility and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.

Current wording

(1) Results as of September 30, 2024 reflect hashrate of mining operations at the Bitcoin Mining Facilities and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.

Previous wording

(4) While nameplate at the Lake Mariner Facility was 12.8 EH/s as of June 30, 2025 and was 8.8 EH/s for TeraWulf’s two facilities as of June 30, 2024, actual operational hashrate depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.

Current wording

(4) While nameplate at the Bitcoin Mining Facilities was 11.6 EH/s as of September 30, 2025 and was 10.0 EH/s for TeraWulf’s two facilities as of September 30, 2024, actual operational hashrate depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.

Previous wording

As of June 30, 2025, our operational hashrate represented approximately 1.4% of the total global hashrate, aligning with our share of global blockchain rewards, which as of that date, is equivalent to approximately 5 bitcoin mined per day. To maintain profitably, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses.

Current wording

As of September 30, 2025, our operational hashrate represented approximately 0.7% of the total global hashrate, aligning with our share of global blockchain rewards, which as of that date, is equivalent to approximately 4.5 bitcoin mined per day. To maintain profitably, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses.

Previous wording

The table below presents the average cost of mining each bitcoin for bitcoin mined at the Lake Mariner Facility and for the three and six months ended June 30, 2024, includes the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility and the total energy cost per kWh utilized within the facilities:

Current wording

The table below presents the average cost of mining each bitcoin for bitcoin mined at the Bitcoin Mining Facilities and for the three and nine months ended September 30, 2025, includes the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility and the total energy cost per kWh utilized within the facilities:

Previous wording

(1) Results for the three and six months ended June 30, 2024 reflect hashrate of mining operations at the Lake Mariner Facility and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.

Current wording

(1) Results for the three and six months ended September 30, 2024 reflect hashrate of mining operations at the Bitcoin Mining Facilities and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.

Previous wording

(2) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company does not consider the sunk costs or depreciation of past capital investments in its historical or forecasted breakeven analysis. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $33,745 and $35,294 for the three and six months ended June 30, 2025, respectively, bringing the total “cost to mine one bitcoin” to $79,353 and $89,788 for the three and six months ended June 30, 2025, respectively. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $21,532 and $17,660 for the three and six months ended June 30, 2024, respectively, bringing the total “cost to mine one bitcoin” to $44,526 and $36,166 for the three and six months ended June 30, 2024, respectively.

Current wording

(2) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company does not consider the sunk costs or depreciation of past capital investments in its historical or forecasted breakeven analysis. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $70,277 and $49,335 for the three and nine months ended September 30, 2025, respectively, bringing the total “cost to mine one bitcoin” to $115,006 and $100,858 for the three and nine months ended September 30, 2025, respectively. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $28,827 and $20,477 for the three and nine months ended September 30, 2024, respectively, bringing the total “cost to mine one bitcoin” to $59,326 and $41,873 for the three and nine months ended September 30, 2024, respectively.

Previous wording

(3) Computed as the weighted-average opening price of bitcoin on each respective day the mined bitcoin is earned. Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility.

Current wording

(3) Computed as the weighted-average opening price of bitcoin on each respective day the mined bitcoin is earned. Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Bitcoin Mining Facilities.

Previous wording

(4) Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility and includes TeraWulf’s net share of bitcoin mined at the Nautilus Cryptomine Facility, based on the hashrate share attributed to the Company.

Current wording

(4) Excludes bitcoin earned from profit sharing associated with a bitcoin miner hosting agreement that expired in February 2024 at the Bitcoin Mining Facilities and includes TeraWulf’s net share of bitcoin mined at the Nautilus Cryptomine Facility, based on the hashrate share attributed to the Company.

Previous wording

(5) Excludes energy expenses associated with a bitcoin miner hosting agreement that expired in February 2024 at the Lake Mariner Facility and includes TeraWulf’s net share of energy expense at the Nautilus Cryptomine Facility, based on aggregate nameplate power consumption of deployed miners attributed to TeraWulf’s contribution to Nautilus.

Current wording

(5) Excludes energy expenses associated with a bitcoin miner hosting agreement that expired in February 2024 at the Bitcoin Mining Facilities and includes TeraWulf’s net share of energy expense at the Nautilus Cryptomine Facility, based on aggregate nameplate power consumption of deployed miners attributed to TeraWulf’s contribution to Nautilus.

Previous wording

Power costs are the most significant expense in our bitcoin mining operations, accounting for 46.4% and 56.9% of the total value of bitcoin mined for the three and six months ended June 30, 2025, respectively, and 34.8% and 31.5% for the three and six months ended June 30, 2024, respectively. The increase in power costs as a percentage of bitcoin mined for the three and six months ended June 30, 2025 as compared to 2024 was primarily driven by a near doubling of network difficulty and the bitcoin reward halving in April 2024, which reduced block rewards. The increase in three and six months ended June 30, 2025 is also driven by historically high power prices in the first quarter of 2025. These impacts were partially offset by growth in our average operating hashrate and an increase in the average market value of each bitcoin mined.

Current wording

Power costs are the most significant expense in our bitcoin mining operations, accounting for 38.9% and 50.7% of the total value of bitcoin mined for the three and nine months ended September 30, 2025, respectively, and 49.9% and 36.1% for the three and nine months ended September 30, 2024, respectively. The increase in power costs as a percentage of bitcoin mined for the three and nine months ended September 30, 2025 as compared to 2024 was primarily driven by a near doubling of network difficulty and the bitcoin reward halving in April 2024, which reduced block rewards. The increase in three and nine months ended September 30, 2025 is also driven by historically high power prices in the first quarter of 2025. These impacts were partially offset by growth in our average operating hashrate and an increase in the average market value of each bitcoin mined.

Previous wording

Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the Lake Mariner Facility, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency. Energy prices are also highly sensitive to weather conditions, such as winter storms, which can increase regional power demand and drive up costs. During such events, we may curtail operations to avoid consuming power at peak rates, or we may be curtailed under demand response programs in which we participate. The average aggregate realized power prices at the Lake Mariner Facility were $0.053 and $0.065 per kWh during the three and six months ended June 30, 2025, respectively, and $0.037 and $0.039 per kWh at the Lake Mariner Facility and the Nautilus Cryptomine Facility during the three and six months ended June 30, 2024, respectively.

Current wording

Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the Lake Mariner Campus, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency. Energy prices are also highly sensitive to weather conditions, such as winter storms, which can increase regional power demand and drive up costs. During such events, we may curtail operations to avoid consuming power at peak rates, or we may be curtailed under demand response programs in which we participate. The average aggregate realized power prices at the Lake Mariner Campus were $0.047 and $0.059 per kWh during the three and nine months ended September 30, 2025, respectively, and $0.038 and $0.039 per kWh at the Lake Mariner Campus and the Nautilus Cryptomine Facility during the three and nine months ended September 30, 2024, respectively.

Previous wording

During the three and six months ended June 30, 2025 and 2024, we curtailed operations at the Lake Mariner Facility in response to weather events, energy price spikes, and participation in demand response programs. The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $3.1 million and $5.9 million for the three and six months ended June 30, 2025, respectively, and $1.9 million and $3.2 million for the three and six months ended June 30, 2024, respectively.

Current wording

During the three and nine months ended September 30, 2025 and 2024, we curtailed operations at the Bitcoin Mining Facilities in response to weather events, energy price spikes, and participation in demand response programs. The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $7.4 million and $13.3 million for the three and nine months ended September 30, 2025, respectively, and $4.1 million and $7.3 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

During the three and six months ended June 30, 2024, the Company recorded accelerated depreciation expense of $1.3 million and $5.1 million, respectively, related to certain miners whose estimated useful lives were shortened due to planned replacement by April 2024. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain circumstances. However, if depreciation were included in the cost of mining analysis, it would add $33,745 and $35,294 per bitcoin mined for the three and six months ended June 30, 2025, respectively, and $21,532 and $17,660 per bitcoin mined for the three and six months ended June 30, 2024, respectively.

Current wording

While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain circumstances. However, if depreciation were included in the cost of mining analysis, it would add $70,277 and $49,335 per bitcoin mined for the three and nine months ended September 30, 2025, respectively, and $28,827 and $20,477 per bitcoin mined for the three and nine months ended September 30, 2024, respectively.

Previous wording

Estimating asset useful lives requires management judgement, particularly given the rapid evolution of next-generation mining rigs in industrial-scale bitcoin mining. Depreciation schedules may be adjusted if events, regulatory changes, or shifts in operating conditions indicate a need for revision. Management continuously evaluates factors such as future energy market conditions, operating costs, maintenance practices and capital investment needs to ensure depreciation assumptions remain reasonable. When an asset’s estimated useful life is adjusted — either shortened or extended — depreciation provisions are updated accordingly, which could have a material impact on future financial results.

Current wording

Estimating asset useful lives requires management judgment, particularly given the rapid evolution of next-generation mining rigs in industrial-scale bitcoin mining. Depreciation schedules may be adjusted if events, regulatory changes, or shifts in operating conditions indicate a need for revision. Management continuously evaluates factors such as future energy market conditions, operating costs, maintenance practices and capital investment needs to ensure depreciation assumptions remain reasonable. When an asset’s estimated useful life is adjusted — either shortened or extended — depreciation provisions are updated accordingly, which could have a material impact on future financial results.

Previous wording

The Company generates revenue in the form of bitcoin by providing hash computation services to a mining pool operator to mine bitcoin and validate transactions on the global bitcoin network using miners owned by the Company. The earned bitcoin are routinely sold for U.S. dollars. The Company also earned revenue by providing miner hosting services to third parties. While capable of mining other digital currencies, the Company has no current plans to do so.

Current wording

The Company generates revenue in the form of bitcoin by providing hash computation services to a mining pool operator to mine bitcoin and validate transactions on the global bitcoin network using miners owned by the Company. The earned bitcoin are routinely sold for U.S. dollars. The Company also previously earned revenue by providing bitcoin miner hosting services to third parties.

Previous wording

The Company’s business strategy centers on growing revenue and profitability by enhancing the capacity and efficiency of our bitcoin mining fleet while expanding our data center infrastructure to support HPC hosting activities. We plan to strategically develop the infrastructure necessary for profitability of bitcoin mining while pursuing adjacent high-value HPC hosting opportunities that leverage our power utilization and digital infrastructure. We are confident that our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale data centers. These data centers are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence. We are actively seeking opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.

Current wording

The Company’s business strategy centers on growing revenue and profitability by enhancing the capacity and efficiency of our bitcoin mining fleet while expanding our datacenter infrastructure to support HPC leasing activities. We plan to strategically develop the infrastructure necessary for profitability of bitcoin mining while pursuing adjacent high-value HPC leasing opportunities that leverage our power utilization and digital infrastructure. We are confident that our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale datacenters. These datacenters are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence. We are actively seeking opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.

Previous wording

Revenue for the three months ended June 30, 2025 and 2024 was $47.6 million and $35.6 million, respectively, representing an increase of $12.0 million. Revenue for the six months ended June 30, 2025 and 2024 was $82.0 million and $78.0 million, respectively, representing an increase of $4.0 million. These increases were primarily due to the increase in average bitcoin prices during the periods, partially offset by a decrease in total bitcoin mined during the periods. Although the Company expanded its mining infrastructure capacity, due to the halving in April 2024 as well as an increase in network difficulty, the Company mined 485 and 857 bitcoin during the three and six months ended June 30, 2025, respectively, compared to 699 and 1,750 bitcoin during the same three and six month period in the prior year, respectively.

Current wording

Digital asset revenue for the three months ended September 30, 2025 and 2024 was $43.4 million and $27.1 million, respectively, representing an increase of $16.3 million. Digital asset revenue for the nine months ended September 30, 2025 and 2024 was $125.4 million and $105.1 million, respectively, representing an increase of $20.3 million. These increases were primarily due to the increase in average bitcoin prices during the periods, partially offset by a decrease in total bitcoin mined during the periods. Although the Company expanded its mining infrastructure capacity, due to the halving in April 2024 as well as an increase in network difficulty, the Company mined 377 and 1,234 bitcoin during the three and nine months ended September 30, 2025, respectively, compared to 555 and 2,305 bitcoin during the same three and nine month period in the prior year, respectively.

Previous wording

Bitcoin prices averaged $98,434 and $95,992 per bitcoin during the three and six months ended June 30, 2025, respectively, as compared to $65,771 and $59,515 per bitcoin during the three and six months ended June 30, 2024, respectively.

Current wording

Bitcoin prices averaged $114,390 and $102,192 per bitcoin during the three and nine months ended September 30, 2025, respectively, as compared to $61,023 and $60,022 per bitcoin during the three and nine months ended September 30, 2024, respectively.

Previous wording

During the three and six months ended June 30, 2024, the Company also reported revenue from bitcoin miner hosting of $0.8 million prior to the expiration of the Company’s one bitcoin miner hosting contract with a customer in February 2024.

Current wording

During the three and nine months ended September 30, 2024, the Company also reported revenue from bitcoin miner hosting of $0 and $0.8 million prior to the expiration of the Company’s one bitcoin miner hosting contract with a customer in February 2024.

Previous wording

Cost of revenue (excluding depreciation) for the three months ended June 30, 2025 and 2024 was $22.1 million and $13.9 million, respectively, representing an increase of $8.2 million. Cost of revenue (excluding depreciation) for the six months ended June 30, 2025 and 2024 was $46.6 million and $28.3 million, respectively, representing an increase of approximately $18.3 million. These increases were primarily driven by higher power expenses, resulting from both increased mining capacity due to infrastructure placed in service between June 30, 2024 and June 30, 2025, and higher realized power prices during the 2025 period partially offset by higher proceeds from participation in demand response programs. Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue during the period in which the underlying program occurs. These proceeds totaled $3.1 million and $5.9 million during the three and six months ended June 30, 2025, respectively, as compared to $1.9 million and $3.2 million during the three and six months ended June 30, 2024, respectively. The Company is actively expanding its participation in such programs across New York State.

Current wording

Cost of revenue (excluding depreciation) for the three months ended September 30, 2025 and 2024 was $17.1 million and $14.7 million, respectively, representing an increase of $2.4 million. Cost of revenue (excluding depreciation) for the nine months ended September 30, 2025 and 2024 was $63.8 million and $43.0 million, respectively, representing an increase of approximately $20.8 million. These increases were primarily driven by higher power expenses, resulting from higher realized power prices during the 2025 period partially offset by higher proceeds from participation in demand response programs.

Previous wording

Operating expenses (including related party expenses) for the three months ended June 30, 2025 and 2024, were $3.5 million and $1.7 million, respectively, an increase of $1.8 million. Operating expenses (including related party expenses) for the six months ended June 30, 2025 and 2024 were $6.4 million and $3.3 million, respectively, an increase of $3.1 million. These increases were primarily due to higher rent subsequent to the New Ground Lease in October 2024 and increased site labor, professional, and engineering expenses at the Lake Mariner Facility.

Current wording

Operating expenses (including related party expenses) for the three months ended September 30, 2025 and 2024, were $4.5 million and $1.6 million, respectively, an increase of $2.9 million. Operating expenses (including related party expenses) for the nine months ended September 30, 2025 and 2024 were $10.9 million and $4.9 million, respectively, an increase of $6.0 million. These increases were primarily due to higher rent subsequent to the New Ground Lease in October 2024 and increased site labor, miner repairs, professional, and engineering expenses at the Lake Mariner Campus.

Previous wording

Selling, general and administrative expenses (including related party expenses) for the three months ended June 30, 2025 and 2024 were $14.3 million and $11.9 million, respectively, an increase of $2.4 million which was primarily due to the $2.4 million performance milestone expense under the Services Agreement during the three months ended June 30, 2025.

Current wording

Selling, general and administrative expenses (including related party expenses) for the three months ended September 30, 2025 and 2024 were $16.7 million and $11.5 million, respectively, an increase of $5.2 million which was primarily due to an increase in stock based compensation of $1.9 million and increased employee compensation and benefits of $4.5 million.

Previous wording

Depreciation for the three months ended June 30, 2025 and 2024 was $18.8 million and $14.1 million, respectively, an increase of $4.7 million. Depreciation for the six months ended June 30, 2025 and 2024 was $34.4 million and $29.2 million, respectively, an increase of $5.2 million. The increase was primarily due to the increase in mining capacity related to infrastructure constructed and placed in service between June 30, 2024 and June 30, 2025. The increase was partially offset by (i) decrease in depreciation on certain electrical equipment and leasehold improvements related to a change in accounting estimate of useful lives in connection with the New Ground Lease in October 2024 and (ii) accelerated depreciation expense of $5.1 million during the three and six months ended June 30, 2024 related to certain miners of which the Company shortened their estimated useful lives based on expected replacement by April 2024.

Current wording

Depreciation for the three months ended September 30, 2025 and 2024 was $26.5 million and $15.6 million, respectively, an increase of $10.9 million. Depreciation for the nine months ended September 30, 2025 and 2024 was $60.9 million and $44.9 million, respectively, an increase of $16.0 million. The increase was primarily due to the increase in mining capacity related to infrastructure constructed and placed in service between September 30, 2024 and September 30, 2025. In addition, during the three and nine months ended September 30, 2025, the Company recorded accelerated depreciation expense of $7.8 million related to a certain miner building and related miners of which the Company shortened its useful life based on expected shutdown of operations for purposes of supporting the HPC operations. The increase was partially offset by (i) decrease in depreciation on certain electrical equipment and leasehold improvements related to a change in accounting estimate of useful lives in connection with the New Ground Lease in October 2024 and (ii) accelerated depreciation expense of $5.1 million during the nine months ended September 30, 2024 related to certain miners of which the Company shortened their estimated useful lives based on expected replacement by April 2024.

Previous wording

(Gain) loss on fair value of digital currency, net during the three months ended June 30, 2025 and 2024 was $(0.9) million and $0.7 million, respectively. (Gain) loss on fair value of digital currency, net during the six months ended June 30, 2025 and 2024 was $(17,000) and $(0.6) million, respectively, due to the steady increases in the price of bitcoin during the three months ended June 30, 2025 as compared to decreases in the price of bitcoin during the three months ended June 30, 2024.

Current wording

Gain on fair value of digital assets, net during the three months ended September 30, 2025 and 2024 was $0.3 million and $1.0 million, respectively. Gain on fair value of digital assets, net during the nine months ended September 30, 2025 and 2024 was $0.4 million and $1.6 million, respectively, due to the steady increases in the price of bitcoin during the both the three and nine months ended September 30, 2025 and September 30, 2024.

Previous wording

Change in fair value of contingent consideration was $1.6 million during the three and six months ended June 30, 2025 related to fair value remeasurement of contingent consideration liabilities for the acquisition of Beowulf E&D as of June 30, 2025.

Current wording

Change in fair value of contingent consideration was $8.8 million and $10.4 million during the three and nine months ended September 30, 2025, respectively, related to fair value remeasurement of contingent consideration liabilities based on milestones achieved during the three and nine months ended September 30, 2025 related to the acquisition of Beowulf E&D.

Previous wording

Loss on disposals of property, plant, and equipment was $3.8 million during the three and six months ended June 30, 2025, due to 2,918 miner sold or otherwise disposed in May and June 2025 for proceeds of $1.9 million. No miners were sold or otherwise disposed during the three and six months ended June 30, 2024.

Current wording

Loss on disposals of property, plant, and equipment, net was $2.0 million and $5.8 million during the three and nine months ended September 30, 2025, respectively. related to 8,910 and 11,828 miners which were sold or otherwise disposed during the three and nine months ended September 30, 2025, respectively, for proceeds of $6.9 million and $8.8 million. No miners were sold or otherwise disposed during the three and nine months ended September 30, 2024.

Previous wording

Loss on extinguishment of debt during the three and six months ended June 30, 2024 was $0 and $2.0 million for related to voluntary prepayment of the Term Loans in February 2024, reflecting $0.3 million of prepayment fees and the derecognition of unamortized debt discount of $1.7 million associated with the principal repaid.

Current wording

Loss on extinguishment of debt during the three and nine months ended September 30, 2024 was $4.3 million and $6.3 million for related to voluntary prepayment of the Term Loans in February and July 2024, reflecting $1.0 million and $1.3 million of prepayment fees, respectively, and the derecognition of unamortized debt discount of $3.3 million and $5.0 million associated with the principal repaid, respectively. No loss on extinguishment of debt was recorded during the three and nine months ended September 30, 2025.

Previous wording

Interest income during the three months ended June 30, 2025 and 2024 was $1.2 million and $0.4 million, respectively, an increase of $0.8 million. Interest expense during the six months ended June 30, 2025 and 2024 was $3.5 million and $0.9 million, respectively. These increase were primarily due to an increase of interest earned on higher average cash balances during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.

Current wording

Interest income during the three months ended September 30, 2025 and 2024 was $4.1 million and $0.3 million, respectively, an increase of $3.8 million. Interest expense during the nine months ended September 30, 2025 and 2024 was $7.6 million and $1.3 million, respectively. These increase were primarily due to an increase of interest earned on higher average cash balances during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Previous wording

There was no income tax benefit for the three and six months ended June 30, 2025 and 2024. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross deferred tax assets as of June 30, 2025 and December 31, 2024.

Current wording

There was no income tax benefit for the three and nine months ended September 30, 2025 and 2024. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross deferred tax assets as of September 30, 2025 and December 31, 2024.

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the three and nine months ended September 30, 2025, the Company recorded accelerated depreciation expense of $7.8 and $7.8, respectively, related to the planned decommissioning of MB-3 January, including all miners and infrastructure. During the three and nine months ended September 30, 2024, the Company recorded accelerated depreciation expense of $0.0 million and $5.1 million, respectively, related to certain miners whose estimated useful lives were shortened due to planned replacement by April 2024.

Current report — wording carried from elsewhere

Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue during the period in which the underlying program occurs. These proceeds totaled $7.4 million and $13.3 million during the three and nine months ended September 30, 2025, respectively, as compared to $4.1 million and $7.3 million during the three and nine months ended September 30, 2024, respectively. The Company is actively expanding its participation in such programs across New York State.