TERAWULF INC. (WULF): debt financing — TeraWulf JV subsidiary issues $1.3B of 7.250% Senior Secured Notes due 2030 for HPC campus

TERAWULF INC.

Flash Compute LLC issued $1.3B aggregate principal amount of 7.250% notes at 100% of par; semi-annual interest, maturity Dec 31, 2030.
Proceeds will fund construction of the Abernathy HPC Campus in Texas, plus $75M cash collateral for a letter of credit and fees.
JV Partners Holdco (50.1% owned by TeraWulf subsidiary) provides a capped $100M completion guarantee for the campus construction.
Notes are senior secured obligations of Flash Compute; amortization begins after campus completion, with optional redemption starting Dec 31, 2027.
Indenture includes limits on additional debt, dividends, investments, and asset sales; change of control triggers repurchase at 101%.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TERAWULF INC. incurred senior notes of $1.3 billion with Flash Compute LLC at 7.250% per year maturing December 31, 2030.

Instrument: senior notes
Principal: $1.3 billion
Counterparty: Flash Compute LLC
Rate: 7.250% per year
Maturity: December 31, 2030
Event: incurrence

Exact text from the filing

nnounced the completion of the previously announced private offering by Flash Compute LLC (“Flash Compute”) of 7.250% Senior Secured Notes due 2030 (the “notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TERAWULF INC. entered into Indenture with Wilmington Trust, National Association valued at $1.3 billion (effective 2025-12-29).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Trust, National Association
Value: $1.3 billion
Effective: 2025-12-29

Exact text from the filing

On December 29, 2025, JV Partners Holdco, Flash Compute and the Guarantor entered into an indenture (the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TERAWULF INC. entered into purchase agreement with Morgan Stanley & Co. LLC valued at $1.3 billion (effective 2025-12-18).

Action: entry
Agreement: underwriting
Counterparty: Morgan Stanley & Co. LLC
Value: $1.3 billion
Effective: 2025-12-18

Exact text from the filing

The notes were sold under a purchase agreement, dated as of December 18, 2025, entered into by and among Flash Compute, Abernathy Data LLC (the “Guarantor”), and Morgan Stanley & Co. LLC, as representative of the initial purchasers thereto (the “Initial Purchasers"), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act") or, outside the United States, to persons other than “U.S. persons" in compliance with Regulation S under the Securities Act.

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Source: SEC EDGAR

accession 0001104659-25-124839

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