TERAWULF INC.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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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, 2026 · Filed Nov 6, 2026
WULF$11.37+12.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001083301-26-000166
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071671
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 162 previous paragraphs and 172 current paragraphs.
88 unchanged; 63 reworded; 20 added; 9 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 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 (20)
Current report
In May 2026, the Company also entered into electric service and transmission infrastructure agreements with Kentucky Power Company, an American Electric Power company, providing for 500 MW of contracted electric service at the Muskie Data Campus. In October 2026 and November 2026, the Company executed amended and restated agreements increasing contracted capacity to 1,000 MW, subject to approval by the Kentucky Public Service Commission. The initial 500 MW is expected to begin ramping in the fourth quarter of 2028, with the additional 500 MW targeted for delivery in 2029. The amended agreements also provide for additional financial commitments and collateral requirements, as further described in Note 3 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Current report
(1) As of September 30, 2026, all Core42 Leases and one Akela Fluidstack Lease had commenced, representing an aggregate of 102 MW of operational, revenue-generating critical IT capacity.
Current report
Muskie Data Campus Power Agreements
Current report
On October 1, 2026, the Company entered into amended and restated electric service and transmission infrastructure agreements with Kentucky Power Company relating to the Muskie Data Campus. The amended electric service agreement increases contracted power capacity from 500 MW to 1,000 MW, with the additional capacity expected to become available in phases through October 2029, subject to approval by the Kentucky Public Service Commission. The amended agreements also provide for additional collateral, customer bill credits and other financial commitments. For further information reference Notes 3 and 12 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Current report
Revolving Credit Facility Amendment
Current report
On October 23, 2026, the Company entered into an amendment to its Revolving Credit Agreement, increasing aggregate commitments under the Revolving Credit Facility from $250.0 million to $400.0 million. The amendment also provides for an uncommitted accordion feature of up to $150.0 million, eliminates the existing $150.0 million letter-of-credit sublimit and increases the aggregate limit on borrowings and letters of credit outstanding prior to the First Commencement Date from $75.0 million to $150.0 million. The amendment further provides for the release of certain collateral upon satisfaction of specified conditions. For further information reference Note 10 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Current report
Google Credit Backstop and Fluor EPC Agreement
Current report
On November 4, 2026, the Company, certain of its subsidiaries and Anthropic entered into credit support agreements with Google in connection with each of the Anthropic HPC Leases.
Current report
Pursuant to the credit support agreements, Google will backstop certain obligations of Anthropic under the Anthropic HPC Leases, effective upon commencement of the last data hall under the corresponding Anthropic HPC Lease. Specifically, in the event of a payment default under an Anthropic HPC Lease, or if Anthropic becomes subject to an insolvency event, following notice from the landlord subsidiary, Google will have the option to (i) pay all rent currently due under the applicable lease and assume the lease as the tenant or (ii) under certain circumstances, permit termination of the lease and pay a termination fee pursuant to the applicable credit support agreement. In addition, in the event of a payment default (without an insolvency event), Google may defer its election of the foregoing options (i) and (ii) for a certain specified period, during which deferral period Google will pay all unpaid rent and any additional rent that becomes due and remains unpaid by Anthropic. Within the first six years following the effectiveness of the applicable credit support backstop, Google may elect for the lease to be terminated only under limited circumstances relating to the installed equipment capacity in the relevant building.
Current report
The termination fee required to be paid by Google under the credit support agreements, to the extent applicable, decreases over time and is subject to limits, including based on the amount of the related project financing. Upon payment of a termination fee, Google may elect to acquire an equity interest in the Company’s subsidiary that is the landlord under the applicable Anthropic HPC Leases.
Current report
The backstop under the credit support agreements described above terminates under specified conditions, including when Anthropic, or a qualifying affiliate that guarantees its lease obligations, maintains the required investment-grade credit ratings for at least three months.
Current report
In connection with the credit support agreements, the Company’s subsidiary that is the landlord under the Anthropic HPC Leases and Anthropic also agreed to amend the Anthropic HPC Leases.
Current report
In October 2026, the Company entered into an engineering, procurement and construction agreement with Fluor Enterprises, Inc. for three data center buildings at the Justified Data Campus. The agreement covers engineering, procurement, construction, testing and commissioning, with guaranteed maximum pricing to be established as engineering and procurement progress. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028.
Current report
HPC lease revenue for the three and nine months ended September 30, 2026 was $63.0 million and $115.9 million, reflecting the continued ramp of long-term contracted capacity at the Lake Mariner Data Campus from 18 MW of HPC leasing capacity as of December 31, 2025 to 102 MW of HPC leasing capacity as of September 30, 2026.
Current report
HPC lease revenue for the three and nine months ended September 30, 2025 was $7.2 million. In July 2025, TeraWulf commenced its HPC leasing operations and energized 18 MW of HPC leasing capacity at the Lake Mariner Data Campus.
Current report
Depreciation for the three months ended September 30, 2026 and 2025 was $29.6 million and $26.5 million, respectively, an increase of $3.1 million. The increase was primarily due to an increase of $17.3 million related to HPC infrastructure constructed and placed in service at the Lake Mariner Data Campus partially offset by a decrease of $14.2 million related to miners and digital assets infrastructure taken out of service. Depreciation for the nine months ended September 30, 2026 and 2025 was $79.4 million and $60.9 million, respectively, an increase of $18.5 million. The increase was primarily due to an increase of $31.3 million related to HPC infrastructure constructed and placed in service at the Lake Mariner Data Campus partially offset by a decrease of $12.8 million related to miners and digital asset infrastructure taken out of service.
Current report
Loss on disposals of property, plant, and equipment was $3.9 million and $4.3 million during the three and nine months ended September 30, 2026 primarily related to a $3.4 million and $4.0 million loss on 5,010 and 5,370 miners sold or otherwise disposed of for proceeds of $0.4 million and $0.4 million, respectively. In addition, the Company recognized a net loss of $0.5 million and $0.3 million related to certain electrical equipment that were sold or otherwise disposed at the Justified Data Campus during the three and nine months ended September 30, 2026. Loss on disposals of property, plant, and equipment was $2.0 million and $5.8 million during the three and nine months ended September 30, 2025, related to 8,910 and 11,828 miners sold or otherwise disposed of for proceeds of $6.9 million and $8.8 million, respectively.
Current report
Change in fair value of warrant and derivative liabilities during the three and nine months ended September 30, 2026 was $728.4 million and $(243.6) million, respectively, related to the fair value of the Google Warrants driven by the fluctuation in the Company’s stock price during the respective periods. 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 (i) $(324.1) million for the change in the fair value of the Google Warrants and (ii) $(100.6) million for the conversion feature of the 2031 Convertible Notes which was originally accounted for separately as a derivative liability.
Current report
The Company recognized a $95.0 million gain on the sale of its equity interest in the Abernathy Joint Venture during the three and nine months ended September 30, 2026, resulting from the disposition of its entire 50.1% membership interest to the Fluidstack Member and certain other purchasers.
Current report
In October 2026, the Company increased commitments under its Revolving Credit Facility to $400.0 million, providing additional flexibility to support working capital requirements, letters of credit and ongoing development activities. The increased commitments were not in effect as of September 30, 2026. See Note 10 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.
Removed paragraphs (9)
Previous report
Transmission infrastructure and energy service agreements for the Muskie Data Campus were executed concurrently with the Membership Interest Purchase Agreement pursuant to the applicable Industrial General Service tariff structure for large loads, establishing a clear pathway to long-term, large-scale power delivery. The energy services agreement with Kentucky Power Company, an AEP Company, provides for 1,000 MW of contracted electric service. Energy service is expected to commence in the fourth quarter of 2028.
Previous report
(1) All of the Core42 Leases and part of the one of the Akela Fluidstack Leases have commenced which comprised 81 critical IT MW of HPC lease capacity as of June 30, 2026.
Previous report
LMD Bitcoin Mining Facilities were $0.049 and $0.024 per kilowatt hour during the three and six months ended June 30, 2026, respectively, and $0.053 and $0.065 the three and six months ended June 30, 2025.
Previous report
In July 2026, the Company amended certain of the Akela Fluidstack Leases to increase the aggregate contracted critical IT load under two leases from 162 MW to 168 MW. The amendments also provide for commencement on a data hall-by-data hall basis, with the affected leases expected to commence in phases during the second half of 2026 and early 2027. In connection with certain tenant-requested scope changes, the Company will receive additional base rent per kilowatt of tenant critical power beginning on the applicable data hall commencement date, subject to annual escalation.
Previous report
In July 2026, the Company entered into a long-term datacenter lease agreement with Anthropic PBC (the “Anthropic HPC Lease”) for specified datacenter infrastructure at the Justified Data Campus to support Anthropic’s HPC operations. Under the Anthropic HPC Lease, the Company will provide approximately 401 MW of critical IT load. The Anthropic HPC Lease has an initial term of 20 years commencing upon delivery of the applicable leased premises and includes two five-year extension options exercisable by Anthropic. Delivery is expected to occur in phases, with initial capacity expected in the second half of 2027 and full delivery expected in early 2028.
Previous report
HPC lease revenue for the three and six month ended June 30, 2026 was $31.9 million and $53.0 million, respectively. As of June 30, 2025, the Company had not commenced any HPC leasing operations.
Previous report
Depreciation for the three months ended June 30, 2026 and 2025 was $21.2 million and $18.8 million, respectively, an increase of $2.4 million. Depreciation for the six months ended June 30, 2026 and 2025 was $49.7 million and $34.4 million, respectively. The increase was primarily due to mining and HPC infrastructure constructed and placed in service during 2025 at the Lake Mariner Data Campus. Additionally, during the three and six months ended June 30, 2026, the Company recorded accelerated depreciation expense of $2.6 million and $14.5 million related to a certain miner building and related miners of which the Company shortened their useful life based on expected shutdown of operations as well as certain electrical equipment acquired at the Justified Data Campus, each for purposes of supporting the HPC operations.
Previous report
Loss on disposals of property, plant, and equipment was $0.4 million during the three and six months ended June 30, 2026 due to a $0.2 million loss on the disposal of 360 miners for proceeds of $0.1 million and a $0.3 million write-down of 500 miners reclassified as held for sale, partially offset by a $0.2 million gain on the sale of certain transformers at the Justified Data Campus. 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.
Previous report
Change in fair value of warrants during the three and six months ended June 30, 2026 was $755.7 million and $972.0 million, respectively, related to the Google Warrants driven by the increase in the Company’s stock price.
Reworded paragraphs (63)
Previous wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with a review of the other Items included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All figures presented below represent results from continuing operations, unless otherwise specified. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the consolidated financial statements. Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “TeraWulf,” “we,” “us” or “our” refer to TeraWulf Inc. and its consolidated subsidiaries, unless otherwise indicated. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may be deemed forward-looking statements. See “Forward-Looking Statements.”
Current wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with a review of the other Items included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All figures presented below represent results from continuing operations, unless otherwise specified. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the consolidated financial statements. Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “TeraWulf,” “we,” “us” or “our” refer to TeraWulf Inc. and its consolidated subsidiaries, unless otherwise indicated. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
During the three and six months ended June 30, 2026, HPC leasing revenue represented a majority of total revenue, reflecting the continued ramp of long-term contracted capacity at the Lake Mariner Data Campus.
Current wording
During the three and nine months ended September 30, 2026, HPC leasing revenue represented a majority of total revenue, reflecting the continued ramp of long-term contracted capacity at the Lake Mariner Data Campus.
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 (NY) LLC and Beowulf E&D (MD) LLC (collectively, “Beowulf E&D”). Additional detail regarding the consideration paid and contingent consideration associated with the Beowulf E&D acquisition is included in Note 3 to the condensed consolidated financial statements.
Current wording
On May 21, 2025 (the “Beowulf Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (NY) LLC and Beowulf E&D (MD) LLC (collectively, “Beowulf E&D”). Additional detail regarding the consideration paid and contingent consideration associated with the Beowulf E&D acquisition is included in Note 3 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
On October 27, 2025, the Company entered into an amended and restated limited liability company agreement governing the Abernathy Joint Venture. The Company holds a 50.1% equity interest in the joint venture. The Abernathy HPC Campus is designed for 168 MW of critical IT load, representing the full build-out of the site. The campus is 100% pre-leased to Fluidstack under a 25-year data center sublease with contractual rent escalators and options for term contraction. Lease obligations are supported by investment-grade credit enhancement provided by Google, materially strengthening the credit profile of the contracted revenues and facilitating third-party debt financing.
Current wording
On October 27, 2025, the Company entered into an amended and restated limited liability company agreement governing the Abernathy Joint Venture. The Company held a 50.1% equity interest in the joint venture. The Abernathy HPC Campus is designed for 168 MW of critical IT load, representing the full build-out of the site. The campus is 100% pre-leased to Fluidstack under a 25-year data center sublease with contractual rent escalators and options for term contraction. Lease obligations are supported by investment-grade credit enhancement provided by Google, materially strengthening the credit profile of the contracted revenues and facilitating third-party debt financing.
Previous wording
In February 2026, the Company entered into an Agreement of Purchase and Sale for a former industrial site in Hawesville, Kentucky (the “Justified Data Campus”). The Justified Data Campus is a strategically located brownfield infrastructure site which includes more than 250 buildable acres with immediate access to power infrastructure, including multiple high-voltage transmission lines, an on-site energized substation, and a direct connection to the regional transmission network. The Company plans on constructing and operating a HPC/AI data center on the Justified Data Campus. The Justified Data Campus has up to 480 MW of gross power availability; construction is expected to commence in 2026, with a phased buildout extending through 2027, subject to site planning and permitting approvals. In July 2026, the Company entered into a long-term datacenter lease agreement with Anthropic for approximately 401 MW of critical IT load at the Justified Data Campus. Initial capacity is expected to be placed into service during the second half of 2027, with the campus ramping to the full 401 MW by early 2028. The Justified Data Campus is expected to further diversify the Company’s geographic footprint and support growing customer demand for large-scale HPC infrastructure.
Current wording
In February 2026, the Company entered into an Agreement of Purchase and Sale for a former industrial site (the “Justified Data Site”) in Hawesville, Kentucky (the “Justified Data Campus”). The Justified Data Campus is a strategically located brownfield infrastructure site which includes more than 250 buildable acres with immediate access to power infrastructure, including multiple high-voltage transmission lines, an on-site energized substation, and a direct connection to the regional transmission network. The Company is developing an AI/HPC data center campus at the Justified Data Site. In July 2026, the Company entered into long-term data center lease agreements with Anthropic for approximately 401 MW of critical IT capacity. Initial capacity is expected to be delivered in late 2027, with phased deliveries continuing through the second quarter of 2028. In August 2026, the Kentucky Public Service Commission approved a Retail Electric Service Agreement providing for up to 482 MW of electric service to the campus through Kenergy Corp. and Big Rivers Electric Corporation. The Justified Data Campus further diversifies the Company’s geographic footprint and supports growing customer demand for large-scale HPC infrastructure.
Previous wording
In May 2026, the Company acquired 100% of the membership interests of Industrial Equity Partners LLC, which owned or held contractual rights to purchase approximately 308 acres of land in Grayson, Kentucky (the "Muskie Data Campus"). The Muskie Data Campus is a hyperscale HPC/AI development site.
Current wording
In May 2026, the Company acquired 100% of the membership interests of Industrial Equity Partners LLC, which owned or held contractual rights to purchase approximately 308 acres of land in Grayson, Kentucky (the “Muskie Data Campus”). The Muskie Data Campus is a hyperscale AI/HPC development site.
Previous wording
Kentucky Power Company is also constructing a 345 kV substation connected to the existing 765 kV transmission network, providing redundant, utility-scale power infrastructure designed to support the full 1,000 MW Muskie Data Campus. Along with the Company's 480 MW Justified Data Campus, the Muskie Data Campus represents the Company’s second major digital infrastructure campus in Kentucky. This further expands the Company’s presence in a state that continues to emerge as an attractive market for large-scale AI and HPC development due to its robust energy infrastructure, supportive business environment, and strong engagement from state and local stakeholders.
Current wording
Kentucky Power Company has committed to construct a 345 kV substation connected to the existing 765 kV transmission network, providing redundant, utility-scale power infrastructure designed to support the full 1,000 MW Muskie Data Campus. Together with the Company’s Justified Data Campus, which has up to 482 MW of approved electric service capacity, the Muskie Data Campus represents the Company’s second major digital infrastructure campus in Kentucky. This further expands the Company’s presence in a state that continues to emerge as an attractive market for large-scale AI/HPC development due to its robust energy infrastructure, supportive business environment, and strong engagement from state and local stakeholders.
Previous wording
As of June 30, 2026, the Lake Mariner Data Campus operated 145 MW of legacy bitcoin mining capacity and had 81 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, and with potential expansion to approximately 750 MW, subject to additional approvals from the NYISO. During the six months ended June 30, 2026, certain mining facilities were curtailed or repurposed to support HPC development, consistent with the Company’s strategic transition. In July 2026, TeraWulf had energized 102 MW of critical IT HPC leasing capacity at the Lake Mariner Data Campus.
Current wording
As of September 30, 2026, the Lake Mariner Data Campus had 102 MW of energized critical IT HPC capacity and 145 MW of legacy bitcoin mining capacity. The campus is undergoing phased expansion to support additional contracted HPC deployments, with approximately 500 MW of aggregate gross capacity expected to be energized by early 2027, and planned expansion to approximately 750 MW, supported by an approved NYISO System Impact Study. During the nine months ended September 30, 2026, certain mining facilities were curtailed or repurposed to support HPC development, consistent with the Company’s strategic transition.
Previous wording
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 during the six months ended June 30, 2026, and others extending into the second half of 2026 and early 2027.
Current wording
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 during the nine months ended September 30, 2026, and others extending into the fourth quarter of 2026 and early 2027.
Previous wording
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 and 2026; commissioning activities commenced in 2025 with phased deliveries aligned to meet Core42’s deployment schedule. Operationally, we continue to execute on our buildout. As of June 30, 2026, we had fully delivered CB-2, representing the full contracted capacity under the Core42 Leases currently in service.
Current wording
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 and 2026; commissioning activities commenced in 2025 with phased deliveries aligned to meet Core42’s deployment schedule. As of September 30, 2026, the Core42 data centers had been fully delivered and the full 60 MW of contracted critical IT capacity under the Core42 Leases was in service.
Previous wording
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, which represents the majority of the remaining contracted HPC capacity at the Lake Mariner Data Campus. As of June 30, 2026, one of the Akela Fluidstack Leases had partially commenced and the remaining leases are expected to commence in the second half of 2026 and in early 2027.
Current wording
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, as amended, we agreed to provide 378 MW of critical IT load at the Lake Mariner Data Campus, which represents the majority of the remaining contracted HPC capacity at the Lake Mariner Data Campus. As of September 30, 2026, one Akela Fluidstack Lease had commenced operations, with the remaining contracted capacity scheduled for phased commencement during the fourth quarter of 2026 and the first half of 2027.
Previous wording
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.
Current wording
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 was established to develop, lease and operate the Abernathy HPC Campus.
Previous wording
On July 6, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Fluidstack Member and certain other purchasers (collectively, the “Purchasers”) selling to the Purchasers all of the Company’s 50.1% membership interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530.0 million. As a result of this transaction, the Company no longer holds an equity interest in the Abernathy Joint Venture.
Current wording
In July 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Fluidstack Member and certain other purchasers (collectively, the “Purchasers”) pursuant to which the Company sold to the Purchasers all of the Company’s 50.1% membership interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530.0 million. As a result of this transaction, the Company no longer holds an equity interest in the Abernathy Joint Venture.
Previous wording
Geographic diversification also reduces the Company’s exposure to localized weather events, construction delays and operational disruptions. Management believes this diversification enhances overall platform resilience, supports customer deployment flexibility and strengthens the Company’s ability to maintain continuity of operations across its portfolio.
Current wording
Geographic diversification reduces the Company’s concentration in any single power market or regulatory jurisdiction and may mitigate the impact of localized weather events and operational disruptions. Management believes this diversification enhances overall platform resilience, supports customer deployment flexibility and strengthens the Company’s ability to maintain continuity of operations across its portfolio.
Previous wording
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 and support stable, long-duration power supply for compute workloads. Rather than relying on a singular energy narrative, the Company focuses on responsible facility design, efficient power utilization, and long-term infrastructure stewardship.
Current wording
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, where applicable, and support reliable, long-duration power supply for compute workloads. Rather than relying on a singular energy narrative, the Company focuses on responsible facility design, efficient power utilization, and long-term infrastructure stewardship.
Previous wording
The Company’s primary sources of liquidity include cash on hand, cash generated from operations, sale proceeds from bitcoin, equity issuances, debt financing, and project-level financing arrangements. As of June 30, 2026, the Company had approximately $3.0 billion of cash, cash equivalents, and restricted cash. Capital requirements are driven primarily by HPC data center development, including significant capital expenditures associated with site development, electrical and mechanical infrastructure, and customer-specific fit-out.
Current wording
The Company’s primary sources of liquidity include cash on hand, cash generated from operations, sale proceeds from bitcoin, equity issuances, debt financing, and project-level financing arrangements. As of September 30, 2026, the Company had approximately $2.4 billion of cash, cash equivalents, and restricted cash. Capital requirements are driven primarily by HPC data center development, including significant capital expenditures associated with site development, electrical and mechanical infrastructure, and customer-specific fit-out.
Previous wording
The table below presents the lease and nonlease components of HPC lease revenue for the three and six months ended June 30, 2026 and 2025:
Current wording
The table below presents the lease and nonlease components of HPC lease revenue for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
As of June 30, 2026, we owned approximately 53,700 miners, with approximately 28,300 operational at our bitcoin mining facilities on the Lake Mariner Data Campus (the “LMD Bitcoin Mining Facilities”) 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, 2026, we owned approximately 48,700 miners, with approximately 33,300 operational at our bitcoin mining facilities on the Lake Mariner Data Campus (the “LMD 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, 2026, our fleet of miners ranged in age from 1.0 year to 4.1 years with an average age of approximately 1.8 years. 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, 2026, our fleet of miners at the LMD Bitcoin Mining Facilities had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“j/th”) and has an average energy efficiency of 17.6 j/th.
Current wording
As of September 30, 2026, our fleet of miners ranged in age from 1.4 years to 3.5 years with an average age of approximately 2.1 years. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners. 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, 2026, our fleet of miners at the LMD Bitcoin Mining Facilities had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“j/th”) and has an average energy efficiency of 16.2 j/th.
Previous wording
(3) While nameplate at the LMD Bitcoin Mining Facilities was 10.6 EH/s and 12.8 EH/s as of June 30, 2026 and 2025, respectively, 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
(3) While nameplate at the LMD Bitcoin Mining Facilities was 9.8 EH/s and 11.6 EH/s as of September 30, 2026 and 2025, respectively, 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, 2026, our operational hashrate represented approximately 0.6% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this translated to approximately 1 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, 2026, our operational hashrate represented approximately 0.6% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this translated to approximately 2 bitcoin mined per day. To maintain profitability, we focus on operational efficiency and cost management, with the objective of generating mining revenue sufficient to cover direct operating expenses.
Previous wording
The table below presents the average cost of mining each bitcoin, including bitcoin mined at the LMD Bitcoin Mining Facilities for the three and six months ended June 30, 2026 and 2025 and the total energy cost per kWh utilized within the facilities.
Current wording
The table below presents the average cost of mining each bitcoin, including bitcoin mined at the LMD Bitcoin Mining Facilities for the three and nine months ended September 30, 2026 and 2025 and the total energy cost per kWh utilized within the facilities.
Previous wording
(1) “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 $52,939 and $68,305 for the three and six months ended June 30, 2026, respectively. bringing the total “cost to mine one bitcoin” to $97,486 and $91,101 for the three and six months ended June 30, 2026, respectively. 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, 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.
Current wording
(1) “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 $50,790 and $60,558 for the three and nine months ended September 30, 2026, respectively, bringing the total cost to mine one bitcoin to $103,564 and $93,753 for the three and nine months ended September 30, 2026, respectively. 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, 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.
Previous wording
Power costs are the most significant expense in our bitcoin mining operations. During the three and six months ended June 30, 2026, the Company incurred gross power costs of $11.2 million and $25.2 million, respectively. In addition, during the three and six months ended June 30, 2026 and 2025, the Company curtailed operations at the LMD 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 $2.8 million and $16.9 million for the three and six months ended June 30, 2026, respectively, and $3.1 million and $5.9 million for the three and six months ended June 30, 2025. During the six months ended June 30, 2026, there were significant curtailment periods for the Company’s bitcoin mining operations due to sustained low temperatures throughout the Northeastern United States which led to significantly reduced power consumption and significantly higher demand response proceeds for the Lake Mariner Data facility resulting in a lower than typical cost of power for the period.
Current wording
Power costs are the most significant expense in our bitcoin mining operations. During the three and nine months ended September 30, 2026, the Company incurred gross power costs of $13.0 million and $37.7 million, respectively. In addition, during the three and nine months ended September 30, 2026 and 2025, the Company curtailed operations at the LMD 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 $3.2 million and $20.1 million for the three and nine months ended September 30, 2026, respectively, and $7.4 million and $13.3 million for the three and nine months ended September 30, 2025. During the nine months ended September 30, 2026, there were significant curtailment periods for the Company’s bitcoin mining operations due to sustained low temperatures throughout the Northeastern United States which led to significantly reduced power consumption and significantly higher demand response proceeds for the Lake Mariner Data facility resulting in a lower than typical cost of power for the period.
Previous wording
Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the LMD Bitcoin Mining Facilities, 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 and polar vortices, 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
Current wording
Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the LMD Bitcoin Mining Facilities, 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 and polar vortices, 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 LMD Bitcoin Mining Facilities were $0.060 and $0.036 per kilowatt hour during the three and nine months ended September 30, 2026, respectively, and $0.047 and $0.059 the three and nine months ended September 30, 2025.
Previous wording
During the three and six months ended June 30, 2026, the Company recorded accelerated depreciation expense of $2.6 million and $14.5 million, respectively, related to a certain miner building and related miners of which the Company shortened their useful lives based on expected shutdown of operations for purposes of supporting the HPC operations. The Company did not recorded accelerated depreciation expense during the three and six months ended June 30, 2025. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain cases. However, if depreciation were included in the cost of mining analysis, it would add $52,939 and $68,305 for the three and six months ended June 30, 2026, respectively. and $33,745 and $35,294 for the three and six months ended June 30, 2025, respectively.
Current wording
During the three and nine months ended September 30, 2026, the Company recorded accelerated depreciation expense of $7.7 million and $22.2 million, respectively, related to a certain miner building and related miners of which the Company shortened their useful lives based on expected shutdown of operations for purposes of supporting the HPC operations. During the three and nine months ended September 30, 2025, the Company recorded accelerated depreciation expense of $7.8 million related to the planned decommissioning of one miner building in early 2026 including all miners and infrastructure. However, if depreciation were included in the cost of mining analysis, it would add $50,790 and $60,558 for the three and nine months ended September 30, 2026, respectively, and $70,277 and $49,335 for the three and nine months ended September 30, 2025, respectively.
Previous wording
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 related to the right to use datacenter space and nonlease components for power delivery, physical security, and maintenance services. HPC power costs are passed through to the customer without markup and are included on a gross basis in HPC lease revenue.
Current wording
In July 2025, the Company commenced its HPC leasing operations. HPC lease revenue is generated by leasing data center space and providing related services to our HPC customers. These leasing agreements include lease components related to the right to use data center space and nonlease components for power delivery, physical security, and maintenance services. HPC power costs are passed through to the customer without markup and are included on a gross basis in HPC lease revenue. Additionally, the lease agreements provide for variable payments for certain fit-out services as requested by the customer which are passed through with a markup and are included on a gross basis in HPC lease revenue.
Previous wording
The Company’s business strategy centers on maximizing revenue and profitability of our bitcoin mining fleet while expanding our datacenter infrastructure to support HPC leasing activities. We plan to operate infrastructure necessary for profitable bitcoin mining while pursuing high-value HPC leasing opportunities that leverage our power utilization and digital infrastructure. We are confident 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.
Current wording
The Company’s strategy is focused on developing and operating large-scale digital infrastructure for long-term HPC leasing, while continuing to manage its bitcoin mining operations for profitability. During the third quarter of 2026, HPC leasing represented approximately 83% of total revenue, compared to 14% in the prior-year period, reflecting the continued expansion of the Company’s contracted HPC business. We are confident 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.
Previous wording
Total revenue for the three months ended June 30, 2026 and 2025 was $44.8 million and $47.6 million, respectively, representing a decrease of $2.8 million. Total revenue for the six months ended June 30, 2026 and 2025 was $78.8 million and $82.0 million, respectively, representing a decrease of $3.2 million. These changes were a result of the factors described below.
Current wording
Total revenue for the three months ended September 30, 2026 and 2025 was $76.2 million and $50.6 million, respectively, representing an increase of $25.6 million. Total revenue for the nine months ended September 30, 2026 and 2025 was $155.0 million and $132.6 million, respectively, representing an increase of $22.4 million. These changes were a result of the factors described below.
Previous wording
Digital asset revenue for the three months ended June 30, 2026 and 2025 was $12.8 million and $47.6 million, respectively, a decrease of $34.8 million. Digital asset revenue for the six months ended June 30, 2026 and 2025 was $25.8 million and $82.0 million, respectively, a decrease of $56.2 million. During the six months ended June 30, 2026, two miner buildings were repurposed or placed out of service to support the HPC development at the Lake Mariner Data Campus and the Company significantly curtailed its bitcoin operations resulting in total bitcoin mined of 179 bitcoin during the three months ended June 30, 2026 as compared to 485 bitcoin mined during the same period in the prior year, and 347 bitcoin mined during the six months ended June 30, 2026 as compared to 857 bitcoin mined during the same period in the prior year.
Current wording
Digital asset revenue for the three months ended September 30, 2026 and 2025 was $13.2 million and $43.4 million, respectively, a decrease of $30.2 million. Digital asset revenue for the nine months ended September 30, 2026 and 2025 was $39.1 million and $125.4 million, respectively, a decrease of $86.3 million. During the nine months ended September 30, 2026, two miner buildings were repurposed or placed out of service to support the HPC development at the Lake Mariner Data Campus and the Company significantly curtailed its bitcoin operations resulting in total bitcoin mined of 186 bitcoin during the three months ended September 30, 2026 as compared to 377 bitcoin mined during the same period in the prior year, and 534 bitcoin mined during the nine months ended September 30, 2026 as compared to 1,234 bitcoin mined during the same period in the prior year.
Previous wording
Bitcoin prices averaged $71,704 and $74,424 per bitcoin during the three and six months ended June 30, 2026, respectively, as compared to $98,434 and $95,992 per bitcoin during the three and six months ended June 30, 2025, respectively.
Current wording
Bitcoin prices averaged $71,204 and $73,163 per bitcoin during the three and nine months ended September 30, 2026, respectively, as compared to $114,390 and $102,192 per bitcoin during the three and nine months ended September 30, 2025, respectively.
Previous wording
Cost of revenue (excluding depreciation) for the six months ended ended June 30, 2026 and 2025 was $14.8 million and $46.6 million, respectively, representing a decrease of $31.8 million. The decrease was primarily driven by a decrease in gross power costs of $27.7 million related to bitcoin mining operations due to reduced bitcoin mining power consumption as the Company curtailed its mining operations and repurposed two miner buildings to support the expansion of HPC operations at the Lake Mariner Data Campus. This decrease was partially offset by an increase in gross power costs of $3.1 million related to HPC leasing activities and $3.8 million of costs incurred by the Company in connection with its fit-out services under the HPC Leases. In addition, during the six months ended months ended June 30, 2026, the Company significantly curtailed operations at the LMD Bitcoin Mining Facilities due to sustained low temperatures in upstate New York which led to significantly lower gross power costs and significantly higher demand response proceeds resulting in a net negative realized cost of power for the period. Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue in the period in which the underlying program occurs. These proceeds totaled $16.9 million and $5.9 million during the six months ended months ended June 30, 2026 and 2025, respectively. The Company is actively expanding its enrollment in such available programs in New York State.
Current wording
Cost of revenue (excluding depreciation) for the three months ended September 30, 2026 and 2025 was $25.2 million and $17.1 million, respectively, representing an increase of $8.1 million. The increase is primarily due to an increase of $10.1 million of costs incurred by the Company in connection with its fit-out services under the HPC Leases and increase in gross power costs of $5.0 million related to HPC leasing activities during the three months ended September 30, 2026. The increase was partially offset by a decrease in gross power costs related to bitcoin mining operations of $11.2 million due to reduced bitcoin mining power consumption as the Company curtailed its mining operations and repurposed two miner buildings to support the expansion of HPC operations at the Lake Mariner Data Campus. Additionally, demand response proceeds decreased $4.2 million during the three months ended September 30, 2026 as compared to the same period in prior year.
Previous wording
Cost of revenue (excluding depreciation) for the three months ended June 30, 2026 and 2025 was $12.4 million and $22.1 million, respectively, representing a decrease of $9.7 million. The decrease was primarily driven by a decrease in gross power costs of $14.5 million related to bitcoin mining operations due to reduced bitcoin mining power consumption as the Company curtailed its mining operations and repurposed two miner buildings to support the expansion of HPC operations at the Lake Mariner Data Campus. This decrease was partially offset by an increase in gross power costs of $4.5 million related to HPC leasing activities and $2.4 million of costs incurred by the Company in connection with its fit-out services under the HPC Leases.
Current wording
Cost of revenue (excluding depreciation) for the nine months ended September 30, 2026 and 2025 was $39.9 million and $63.8 million, respectively, representing a decrease of $23.8 million. The decrease was primarily driven by a decrease in gross power costs related to bitcoin mining operations of $39.0 million due to reduced bitcoin mining power consumption as the Company curtailed its mining operations and repurposed two miner buildings to support the expansion of HPC operations at the Lake Mariner Data Campus. The decrease was partially offset by an increase of $13.9 million of costs incurred by the Company in connection with its fit-out services under the HPC Leases and increase in gross power costs of $8.1 million related to HPC leasing activities during the nine months ended September 30, 2026. Additionally, demand response proceeds increased $6.8 million during the nine months ended September 30, 2026 as compared to the same period in prior year. The Company remains actively enrolled in such programs.
Previous wording
Operating expenses (including related party) for the three months ended June 30, 2026 and 2025, were $23.4 million and $3.5 million, respectively, an increase of $19.9 million. Operating expenses increased primarily driven by the costs related to expansion of HPC operations and constructions activities at the our HPC sites of $18.5 million as well as $1.5 million of bitcoin mining operations mainly related to miner repair costs.
Current wording
Operating expenses (including related party) for the three months ended September 30, 2026 and 2025, were $39.5 million and $4.5 million, respectively, an increase of $35.0 million. Operating expenses increased primarily driven by the costs related to expansion of HPC operations and constructions activities at the our HPC sites of $35.3 million partially offset by a $0.3 million decrease in operating expenses related to bitcoin mining operations.
Previous wording
Operating expenses (including related party) for the six months ended June 30, 2026 and 2025, were $34.6 million and $6.4 million, respectively, an increase of $28.2 million. Operating expenses increased primarily driven by the costs related to expansion of HPC operations and constructions activities at the our HPC sites of $26.8 million as well as $1.4 million of bitcoin mining operations mainly related to miner repair costs.
Current wording
Operating expenses (including related party) for the nine months ended September 30, 2026 and 2025, were $74.1 million and $10.9 million, respectively, an increase of $63.2 million. Operating expenses increased primarily driven by the costs related to expansion of HPC operations and constructions activities at the our HPC sites of $61.8 million as well as $1.4 million of bitcoin mining operations mainly related to miner repair costs.
Previous wording
Selling, general and administrative expenses (including related party expenses) for the three months ended June 30, 2026 and 2025 were $126.9 million and $14.3 million, respectively, a net increase of $112.6 million,
Current wording
Selling, general and administrative expenses (including related party expenses) for the three months ended September 30, 2026 and 2025 were $57.1 million and $16.7 million, respectively, a net increase of $40.4 million.
Previous wording
Selling, general and administrative expenses (including related party expenses) for the six months ended June 30, 2026 and 2025 were $254.7 million and $64.4 million, respectively, a net increase of $190.3 million,
Current wording
Selling, general and administrative expenses (including related party expenses) for the nine months ended September 30, 2026 and 2025 were $311.9 million and $81.1 million, respectively, a net increase of $230.8 million.
Previous wording
Selling, general and administrative expenses increased by $183.4 million during the six months ended June 30, 2026 as compared to the same period in the prior year primarily due to (i) a $145.4 million increase in stock-based compensation, (ii) a $24.7 million increase in employee compensation and benefits associated with increased headcount following the acquisition of Beowulf E&D in May 2025 as well as larger employee base to support the Company’s long term growth strategy, and (iii) a $4.3 million increase in information technology, legal and other professional fees. In addition, selling, general and administrative expenses – related party increased $6.8 million during the six months ended June 30, 2026 primarily due to a $14.4 million charitable contribution to The TeraWulf Charitable Foundation in the form of Common Stock, partially offset by costs incurred pursuant to the Services Agreement with Beowulf E&D during six months ended June 30, 2025 prior to the acquisition of Beowulf E&D and the termination of the Services Agreement in May 2025.
Current wording
Selling, general and administrative expenses increased by $223.7 million during the nine months ended September 30, 2026 as compared to the same period in the prior year primarily due to (i) a $171.1 million increase in stock-based compensation, (ii) a $33.7 million increase in employee compensation and benefits associated with increased headcount following the acquisition of Beowulf E&D in May 2025 as well as larger employee base to support the Company’s long term growth strategy, and (iii) a $6.4 million increase in information technology, legal and other professional fees. In addition, selling, general and administrative expenses – related party increased $7.1 million during the nine months ended September 30, 2026 as compared to the same period in the prior year primarily due to a $14.4 million charitable contribution to The TeraWulf Charitable Foundation in the form of Common Stock, partially offset by costs incurred pursuant to the Services Agreement with Beowulf E&D during nine months ended September 30, 2025 prior to the acquisition of Beowulf E&D and the termination of the Services Agreement in May 2025.
Previous wording
Loss (gain) on fair value of digital assets, net during the three months ended June 30, 2026 and 2025 was $0.8 million and $(0.9) million, respectively. Loss (gain) on fair value of digital assets, net during the six months ended months ended June 30, 2026 and 2025 was $1.5 million and $(17,000), respectively, due to the volatility and fluctuations in the price of bitcoin during the three and six months ended June 30, 2026 as compared to the same periods in the prior year.
Current wording
Gain on fair value of digital assets, net during the three months ended September 30, 2026 and 2025 was $(0.6) million and $(0.3) million, respectively. Loss (gain) on fair value of digital assets, net during the nine months ended September 30, 2026 and 2025 was $0.9 million and $(0.4) million, respectively, due to the volatility and fluctuations in the price of bitcoin during the three and nine months ended September 30, 2026 as compared to the same periods in the prior year.
Previous wording
Change in fair value of contingent consideration was $0 during the three and six months ended June 30, 2026, as compared to $1.6 million during the three and six months ended June 30, 2025. The change in the three and six months ended June 30, 2025 related to the fair value remeasurement of contingent consideration liabilities for the acquisition of Beowulf E&D which were fully settled during the year ended December 31, 2025 upon achievement of the related earnout milestones.
Current wording
Change in fair value of contingent consideration was $0 during the three and nine months ended September 30, 2026, as compared to $8.8 million and $10.4 million during the three and nine months ended September 30, 2025. The change in the three and nine months ended September 30, 2025 related to the fair value remeasurement of contingent consideration liabilities for the acquisition of Beowulf E&D which were fully settled during the year ended December 31, 2025 upon achievement of the related earnout milestones.
Showing the first 40 of 63 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Selling, general and administrative expenses increased by $40.2 million during the three months ended September 30, 2026 as compared to the same period in the prior year primarily due to (i) a $25.7 million increase in stock-based compensation, (ii) a $9.0 million increase in employee compensation and benefits associated with increased employee base to support the Company’s long term growth strategy and (iii) a $2.1 million increase in information technology, legal and other professional fees.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
In July 2026, the Company entered into a purchase agreement with the Purchasers selling its entire 50.1% membership interest in the Abernathy Joint Venture for aggregate cash consideration of approximately $530.0 million. As a result of this transaction, the Company no longer holds an equity interest in the Abernathy Joint Venture.
Previous report — wording carried elsewhere
Selling, general and administrative expenses increased by $102.4 million during the three months ended June 30, 2026 as compared to the same period in the prior year primarily due to a $82.6 million increase in stock-based compensation and a $12.8 million increase in employee compensation and benefits associated with increased headcount following the acquisition of Beowulf E&D in May 2025 as well as larger employee base to support the Company’s long term growth strategy. In addition, selling, general and administrative expenses – related party increased $10.2 million during the three months ended June 30, 2026 primarily due to a $14.4 million charitable contribution to The TeraWulf Charitable Foundation in the form of Common Stock, partially offset by costs incurred pursuant to the Services Agreement with Beowulf E&D during three months ended June 30, 2025 prior to the acquisition of Beowulf E&D and the termination of the Services Agreement in May 2025.