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Terawulf Reports Fourth Quarter And Full Year 2025 Results
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 3,266,389 | $ | 274,065 | ||||
| Restricted cash | 189,933 | - | ||||||
| Accounts receivable | 1,212 | 475 | ||||||
| Digital assets | 270 | 476 | ||||||
| Prepaid expenses | 6,272 | 2,493 | ||||||
| Other receivables | 3,395 | 3,799 | ||||||
| Other current assets | 10,802 | 123 | ||||||
| Total current assets | 3,478,273 | 281,431 | ||||||
| Property, plant and equipment, net | 1,507,699 | 411,869 | ||||||
| Equity in net assets of investee | 446,008 | - | ||||||
| Goodwill | 55,457 | - | ||||||
| Operating lease right-of-use asset | 103,975 | 85,898 | ||||||
| Finance lease right-of-use asset | 119,338 | 7,285 | ||||||
| Restricted cash | 266,453 | - | ||||||
| Deferred charges | 572,888 | - | ||||||
| Other assets | 8,091 | 1,028 | ||||||
| TOTAL ASSETS | $ | 6,558,182 | $ | 787,511 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 65,139 | $ | 24,382 | ||||
| Accrued construction liabilities | 102,582 | 16,520 | ||||||
| Accrued compensation | 1,717 | 4,552 | ||||||
| Accrued interest | 52,775 | 2,559 | ||||||
| Accrued lessor costs | 27,625 | - | ||||||
| Other accrued liabilities | 44,828 | 2,414 | ||||||
| Other amounts due to related parties | 200 | 1,391 | ||||||
| Current portion of deferred rent liability | 58,184 | - | ||||||
| Current portion of operating lease liability | 2,015 | 25 | ||||||
| Current portion of finance lease liability | 2 | 2 | ||||||
| Warrant liabilities | 844,698 | - | ||||||
| Current portion of long-term debt | 46,316 | - | ||||||
| Short-term convertible notes | 489,767 | - | ||||||
| Total current liabilities | 1,735,848 | 51,845 | ||||||
| Deferred rent liability, net of current portion | 23,285 | - | ||||||
| Operating lease liability, net of current portion | 22,309 | 3,427 | ||||||
| Finance lease liability, net of current portion | 289 | 292 | ||||||
| Long-term debt | 3,052,240 | - | ||||||
| Convertible notes | 1,582,788 | 487,502 | ||||||
| Deferred tax liabilities | 76 | - | ||||||
| Other liabilities | 902 | - | ||||||
| TOTAL LIABILITIES | $ | 6,417,737 | $ | 543,066 | ||||
| Commitments and Contingencies (See Note 13) | ||||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock, $0.001 par value, 100,000,000 authorized at December 31, 2025 and 2024; 0 and 9,566 shares issued and outstanding at December 31, 2025 and 2024, respectively; aggregate liquidation preference of $0 and $12,609 at December 31, 2025 and 2024, respectively | - | 9,273 | ||||||
| Common stock, $0.001 par value, 950,000,000 and 600,000,000 authorized at December 31, 2025 and 2024, respectively; 444,534,694 and 404,223,028 issued at December 31, 2025 and 2024, respectively; 420,065,944 and 385,654,278 outstanding at December 31, 2025 and 2024, respectively | 444 | 404 | ||||||
| Additional paid-in capital | 1,285,202 | 685,261 | ||||||
| Treasury stock at cost, 24,468,750 and 18,568,750 at December 31, 2025 and 2024, respectively | (151,509 | ) | (118,217 | ) | ||||
| Accumulated deficit | (993,692 | ) | (332,276 | ) | ||||
| Total stockholders' equity | 140,445 | 244,445 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 6,558,182 | $ | 787,511 |
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED December 31, 2025, 2024 AND 2023
(In thousands, except number of shares and loss per common share)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Digital asset revenue | $ | 151,556 | $ | 140,051 | $ | 69,229 | ||||||
| HPC lease revenue | 16,899 | - | - | |||||||||
| Total revenue | 168,455 | 140,051 | 69,229 | |||||||||
| Costs and expenses: | ||||||||||||
| Cost of revenue (exclusive of depreciation shown below) | 82,663 | 62,608 | 27,315 | |||||||||
| Operating expenses | 12,115 | 3,387 | 2,116 | |||||||||
| Operating expenses - related party | 7,632 | 4,262 | 2,773 | |||||||||
| Selling, general and administrative expenses | 139,465 | 57,883 | 23,693 | |||||||||
| Selling, general and administrative expenses - related party | 8,292 | 12,695 | 13,325 | |||||||||
| Depreciation | 88,597 | 59,808 | 28,350 | |||||||||
| Loss (gain) on fair value of digital assets, net | 612 | (2,200 | ) | - | ||||||||
| Realized gain on sale of digital assets | - | - | (3,174 | ) | ||||||||
| Impairment of digital assets | - | - | 3,043 | |||||||||
| Change in fair value of contingent consideration | 10,397 | - | - | |||||||||
| Loss on disposals of property, plant, and equipment, net | 4,895 | 17,824 | 1,209 | |||||||||
| Total costs and expenses | 354,668 | 216,267 | 98,650 | |||||||||
| Operating loss | (186,213 | ) | (76,216 | ) | (29,421 | ) | ||||||
| Interest expense | (80,248 | ) | (19,794 | ) | (34,812 | ) | ||||||
| Change in fair value of warrants and derivatives | (429,793 | ) | - | - | ||||||||
| Loss on extinguishment of debt | - | (6,300 | ) | - | ||||||||
| Other income | 39,044 | 3,927 | 231 | |||||||||
| Loss before income tax and equity in net (loss) income of investee | (657,210 | ) | (98,383 | ) | (64,002 | ) | ||||||
| Income tax provision | (76 | ) | - | - | ||||||||
| Equity in net (loss) income of investee, net of tax | (4,130 | ) | 3,363 | (9,290 | ) | |||||||
| Gain on sale of equity interest in investee | - | 22,602 | - | |||||||||
| Loss from continuing operations | (661,416 | ) | (72,418 | ) | (73,292 | ) | ||||||
| Loss from discontinued operations, net of tax | - | - | (129 | ) | ||||||||
| Net loss | $ | (661,416 | ) | $ | (72,418 | ) | $ | (73,421 | ) | |||
| Loss per common share: | ||||||||||||
| Continuing operations | $ | (1.66 | ) | $ | (0.21 | ) | $ | (0.35 | ) | |||
| Discontinued operations | - | - | - | |||||||||
| Basic and diluted | $ | (1.66 | ) | $ | (0.21 | ) | $ | (0.35 | ) | |||
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 397,608,216 | 351,315,476 | 209,956,392 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED December 31, 2025, 2024 AND 2023
(In thousands)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | (661,416 | ) | $ | (72,418 | ) | $ | (73,421 | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Amortization of debt issuance costs, commitment fees and accretion of debt discount | 22,181 | 11,382 | 19,515 | |||||||||
| Related party expense to be settled with respect to common stock | 2,375 | - | 2,917 | |||||||||
| Common stock issued for interest expense | - | - | 26 | |||||||||
| Stock-based compensation expense | 50,909 | 30,927 | 5,859 | |||||||||
| Depreciation | 88,597 | 59,808 | 28,350 | |||||||||
| Amortization of right-of-use asset | 4,456 | 1,373 | 1,001 | |||||||||
| Revenue recognized from digital asset mining and hosting services | (151,556 | ) | (139,278 | ) | (63,877 | ) | ||||||
| Loss (gain) on fair value of digital assets, net | 612 | (2,200 | ) | - | ||||||||
| Realized gain on sale of digital assets | - | - | (3,174 | ) | ||||||||
| Impairment of digital assets | - | - | 3,043 | |||||||||
| Proceeds from sale of digital assets | - | 97,559 | 83,902 | |||||||||
| Digital assets paid as consideration for services | - | 370 | - | |||||||||
| Change in fair value of contingent consideration | 10,397 | - | - | |||||||||
| Loss on disposals of property, plant, and equipment, net | 4,895 | 17,824 | 1,209 | |||||||||
| Change in fair value of warrants and derivatives | 429,793 | - | - | |||||||||
| Loss on extinguishment of debt | - | 6,300 | - | |||||||||
| Deferred income tax provision | 76 | - | - | |||||||||
| Equity in net loss (income) of investee, net of tax | 4,130 | (3,363 | ) | 9,290 | ||||||||
| Gain on sale of equity interest in investee | - | (22,602 | ) | - | ||||||||
| Loss from discontinued operations, net of tax | - | - | 129 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Increase in accounts receivable | (914 | ) | - | - | ||||||||
| (Increase) decrease in prepaid expenses | (6,592 | ) | 2,047 | 555 | ||||||||
| Decrease (increase) in other receivables | 459 | (2,774 | ) | (1,001 | ) | |||||||
| (Increase) decrease in other current assets | (10,672 | ) | 288 | (215 | ) | |||||||
| Increase in deferred charges | (57,407 | ) | - | - | ||||||||
| (Increase) decrease in other assets | (832 | ) | (466 | ) | 310 | |||||||
| (Decrease) increase in accounts payable | (3,238 | ) | 740 | (7,272 | ) | |||||||
| Increase in accrued lessor costs | 27,625 | - | - | |||||||||
| Increase (decrease) in accrued compensation and other accrued liabilities | 43,217 | 694 | (931 | ) | ||||||||
| (Decrease) increase in other amounts due to related parties | (565 | ) | 480 | (2,013 | ) | |||||||
| Increase in deferred rent liability | 81,469 | - | - | |||||||||
| Decrease in operating lease liability | (781 | ) | (11,113 | ) | (42 | ) | ||||||
| Decrease in other liabilities | (398 | ) | - | - | ||||||||
| Net cash (used in) provided by operating activities from continuing operations | (123,180 | ) | (24,422 | ) | 4,160 | |||||||
| Net cash provided by operating activities from discontinued operations | - | - | 103 | |||||||||
| Net cash (used in) provided by operating activities | (123,180 | ) | (24,422 | ) | 4,263 | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Investments in joint venture, including direct payments made on behalf of joint venture | (450,000 | ) | - | (2,845 | ) | |||||||
| Proceeds from sale of equity interest in investee | - | 86,086 | - | |||||||||
| Purchase of and deposits on plant and equipment | (1,060,189 | ) | (267,940 | ) | (75,168 | ) | ||||||
| Proceeds from sales of property, plant and equipment | 11,648 | 23,324 | - | |||||||||
| Acquisitions, net of cash acquired | (21,731 | ) | - | - | ||||||||
| Proceeds from sale of digital assets | 151,327 | 67,371 | - | |||||||||
| Net cash used in investing activities | (1,368,945 | ) | (91,159 | ) | (78,013 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issuance of long-term debt, net of issuance costs paid of $105,374, $0 and $0 | 3,132,938 | - | - | |||||||||
| Principal payments on long-term debt | - | (139,401 | ) | (6,599 | ) | |||||||
| Payments of prepayment fees associated with early extinguishment of long-term debt | - | (1,261 | ) | - | ||||||||
| Principal payments on finance lease | (9,159 | ) | (941 | ) | - | |||||||
| Proceeds from insurance premium and property, plant and equipment financing | - | 211 | 2,513 | |||||||||
| Principal payments on insurance premium and property, plant and equipment financing | - | (2,103 | ) | (2,738 | ) | |||||||
| Payment for settlement of preferred stock conversion | (12 | ) | - | - | ||||||||
| Proceeds from issuance of common stock, net of issuance costs paid of $0, $663 and $1,051 | - | 188,715 | 135,917 | |||||||||
| Proceeds from exercise of warrants | 5,686 | 4,808 | 2,500 | |||||||||
| Purchase of capped call | (100,600 | ) | (60,000 | ) | - | |||||||
| Purchase of treasury stock | (33,292 | ) | (118,217 | ) | - | |||||||
| Payments of tax withholding related to net share settlements of stock-based compensation awards | (28,481 | ) | (23,654 | ) | (2,013 | ) | ||||||
| Proceeds from issuance of convertible notes, net of issuance costs paid of $51,246, $12,950, and $0 | 1,973,755 | 487,050 | - | |||||||||
| Proceeds from issuance of convertible promissory note | - | - | 1,250 | |||||||||
| Payment of contingent value rights liability related to proceeds from sale of net assets held for sale | - | - | (10,964 | ) | ||||||||
| Net cash provided by financing activities | 4,940,835 | 335,207 | 119,866 | |||||||||
| Net change in cash, cash equivalents and restricted cash | 3,448,710 | 219,626 | 46,116 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 274,065 | 54,439 | 8,323 | |||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 3,722,775 | $ | 274,065 | $ | 54,439 | ||||||
| Cash paid during the year for: | ||||||||||||
| Interest | $ | 13,999 | $ | 6,957 | $ | 19,572 | ||||||
| Income taxes | $ | - | $ | - | $ | - |
Non-GAAP Measure
The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company defines non-GAAP“Adjusted EBITDA” as net loss adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and related party expense to be settled with respect to Common Stock, all of which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) one-time, non-recurring transaction-based compensation expense related to the 2030 Convertible Notes (iv) equity in net (loss) income of investee, net of tax, related to the Abernathy Joint Venture and Nautilus and the gain on sale of interest in Nautilus; (v) other income which is related to interest income or income for which management believes is not reflective of the Company's ongoing operating activities; (vi) change in fair value of contingent consideration, change in fair value of warrant and derivative liabilities, loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company's general business performance; and (vii) acquisition-related transaction costs which management believes are not reflective of the Company's ongoing operating activities. The Company's Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net (loss) income of investee, net of tax, is reflective of assets available for the Company's use in its ongoing operations as a result of its investment in Nautilus.
Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP Adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company's performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company's bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company's bitcoin related revenue.
The Company's Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company's industry, as other companies in the Company's industry may calculate non-GAAP financial results differently. The Company's Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as an alternative to net loss or any other measure of performance derived in accordance with U.S. GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP financial results. Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company's consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
The following table is a reconciliation of the Company's non-GAAP Adjusted EBITDA to its most directly comparable U.S. GAAP measure (i.e., net loss) for the periods indicated (in thousands):
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (661,416 | ) | $ | (72,418 | ) | ||
| Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA: | ||||||||
| Gain on sale of equity interest in investee | - | (22,602 | ) | |||||
| Equity in net loss (income) of investee, net of tax | 4,130 | (3,363 | ) | |||||
| Distributions from investee, related to Nautilus | - | 22,776 | ||||||
| Income tax provision | 76 | - | ||||||
| Other income | (39,044 | ) | (3,927 | ) | ||||
| Loss on extinguishment of debt | - | 6,300 | ||||||
| Change in fair value of warrants and derivatives | 429,793 | - | ||||||
| Interest expense | 80,248 | 19,794 | ||||||
| Loss on disposals of property, plant, and equipment, net | 4,895 | 17,824 | ||||||
| Change in fair value of contingent consideration | 10,397 | - | ||||||
| Depreciation | 88,597 | 59,808 | ||||||
| Amortization of right-of-use asset | 4,456 | 1,373 | ||||||
| Stock-based compensation expense | 50,909 | 30,927 | ||||||
| Transaction-based compensation expense | - | 3,885 | ||||||
| Related party expense to be settled with respect to common stock | 2,375 | - | ||||||
| Beowulf E&D acquisition-related transaction costs | 1,475 | - | ||||||
| Non-GAAP adjusted EBITDA | $ | (23,109 | ) | $ | 60,377 |
___________________________
1 Includes TeraWulf's 50.1% net share of revenues contracted at the Abernathy Joint Venture.
2 Includes $1.3 billion of Senior Secured Notes issued by a wholly-owned subsidiary of the Abernathy Joint Venture in December 2025.
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