Terawulf Reports Third Quarter 2026 Results
| September 30, 2026 | December 31, 2025 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS: | |||||||
| Cash and cash equivalents | $ | 1,602,127 | $ | 3,266,389 | |||
| Restricted cash | 486,702 | 189,933 | |||||
| Accounts receivable | 17,000 | 1,212 | |||||
| Digital assets | 1,527 | 270 | |||||
| Prepaid expenses | 20,232 | 6,272 | |||||
| Receivable for sale of equity in net assets of investee | 272,762 | - | |||||
| Other current assets | 26,739 | 14,197 | |||||
| Total current assets | 2,427,089 | 3,478,273 | |||||
| Property, plant and equipment, net | 4,580,681 | 1,507,699 | |||||
| Equity in net assets of investee | - | 446,008 | |||||
| Goodwill | 55,457 | 55,457 | |||||
| Operating lease right-of-use asset | 103,530 | 103,975 | |||||
| Finance lease right-of-use asset | 117,130 | 119,338 | |||||
| Restricted cash | 266,491 | 266,453 | |||||
| Deferred charges | 571,125 | 572,888 | |||||
| Restricted trust investments | 19,434 | - | |||||
| Other assets | 9,765 | 8,091 | |||||
| TOTAL ASSETS | $ | 8,150,702 | $ | 6,558,182 | |||
| LIABILITIES AND EQUITY | |||||||
| CURRENT LIABILITIES: | |||||||
| Accounts payable | $ | 237,710 | $ | 65,139 | |||
| Accrued construction liabilities | 329,054 | 102,582 | |||||
| Accrued interest | 120,229 | 52,775 | |||||
| Other current liabilities | 121,041 | 74,170 | |||||
| Other amounts due to related parties | 400 | 200 | |||||
| Current portion of deferred rent liability | 34,503 | 58,184 | |||||
| Current portion of operating lease liability | 2,195 | 2,015 | |||||
| Current portion of finance lease liability | 3 | 2 | |||||
| Warrant liabilities | 1,088,248 | 844,698 | |||||
| Current portion of long-term debt | 81,330 | 46,316 | |||||
| Short-term convertible notes | 491,544 | 489,767 | |||||
| Total current liabilities | 2,506,257 | 1,735,848 | |||||
| Deferred rent liability, net of current portion | - | 23,285 | |||||
| Operating lease liability, net of current portion | 23,521 | 22,309 | |||||
| Finance lease liability, net of current portion | 366 | 289 | |||||
| Long-term debt | 3,032,094 | 3,052,240 | |||||
| Convertible notes | 1,627,342 | 1,582,788 | |||||
| Deferred tax liabilities | 160 | 76 | |||||
| Other liabilities | 90,414 | 902 | |||||
| TOTAL LIABILITIES | 7,280,154 | 6,417,737 | |||||
| Commitments and Contingencies (See Note 12) | |||||||
| EQUITY: | |||||||
| Preferred stock, $0.001 par value, 100,000,000 authorized at September 30, 2026 and December 31, 2025; none issued and outstanding at September 30, 2026 and December 31, 2025; aggregate liquidation preference of $0 at September 30, 2026 and December 31, 2025 | - | - | |||||
| Common stock, $0.001 par value, 950,000,000 authorized at September 30, 2026 and December 31, 2025; 525,340,360 and 444,534,694 issued at September 30, 2026 and December 31, 2025, respectively; 501,371,610 and 420,065,944 outstanding at September 30, 2026 and December 31, 2025, respectively | 525 | 444 | |||||
| Additional paid-in capital | 2,669,797 | 1,285,202 | |||||
| Treasury stock at cost, 23,968,750 and 24,468,750 at September 30, 2026 and December 31, 2025, respectively | (148,309 | ) | (151,509 | ) | |||
| Accumulated deficit | (1,651,331 | ) | (993,692 | ) | |||
| Total TeraWulf Inc. stockholders' equity | 870,682 | 140,445 | |||||
| Noncontrolling interests | (134 | ) | - | ||||
| Total equity | 870,548 | 140,445 | |||||
| TOTAL LIABILITIES AND EQUITY | $ | 8,150,702 | $ | 6,558,182 | |||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
( In thousands, except number of shares and per share amounts; unaudited )
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | |||||||||||||||
| Digital asset revenue | $ | 13,244 | $ | 43,375 | $ | 39,069 | $ | 125,416 | |||||||
| HPC lease revenue | 62,986 | 7,203 | 115,940 | 7,203 | |||||||||||
| Total revenue | 76,230 | 50,578 | 155,009 | 132,619 | |||||||||||
| Costs and expenses: | |||||||||||||||
| Cost of revenue (exclusive of depreciation shown below) | 25,188 | 17,123 | 39,949 | 63,770 | |||||||||||
| Operating expenses | 37,742 | 2,921 | 68,463 | 6,104 | |||||||||||
| Operating expenses – related party | 1,713 | 1,582 | 5,632 | 4,805 | |||||||||||
| Selling, general and administrative expenses | 56,781 | 16,550 | 296,797 | 73,119 | |||||||||||
| Selling, general and administrative expenses – related party | 368 | 126 | 15,056 | 7,989 | |||||||||||
| Depreciation | 29,636 | 26,502 | 79,354 | 60,862 | |||||||||||
| (Gain) loss on fair value of digital assets, net | (591 | ) | (338 | ) | 861 | (355 | ) | ||||||||
| Change in fair value of contingent consideration | - | 8,797 | - | 10,397 | |||||||||||
| Impairment of property, plant, and equipment | 9,724 | - | 35,421 | - | |||||||||||
| Loss on disposals of property, plant, and equipment | 3,894 | 1,987 | 4,293 | 5,818 | |||||||||||
| Total costs and expenses | 164,455 | 75,250 | 545,826 | 232,509 | |||||||||||
| Operating loss | (88,225 | ) | (24,672 | ) | (390,817 | ) | (99,890 | ) | |||||||
| Interest expense | (53,554 | ) | (9,830 | ) | (177,014 | ) | (17,891 | ) | |||||||
| Change in fair value of warrant and derivative liabilities | 728,442 | (424,642 | ) | (243,550 | ) | (424,642 | ) | ||||||||
| Loss on extinguishment of debt | - | - | (7,116 | ) | - | ||||||||||
| Interest income | 28,580 | 4,094 | 86,947 | 7,585 | |||||||||||
| Other (loss) income, net | (183 | ) | - | 747 | - | ||||||||||
| Income (loss) before income tax, equity in net loss of investee and gain on sale of equity interest in investee | 615,060 | (455,050 | ) | (730,803 | ) | (534,838 | ) | ||||||||
| Income tax provision | (28 | ) | - | (84 | ) | - | |||||||||
| Equity in net loss of investee, net of tax | (493 | ) | - | (23,104 | ) | - | |||||||||
| Gain on sale of equity interest in investee | 94,995 | - | 94,995 | - | |||||||||||
| Net income (loss) | 709,534 | (455,050 | ) | (658,996 | ) | (534,838 | ) | ||||||||
| Less: net loss attributable to noncontrolling interests | (378 | ) | - | (1,357 | ) | - | |||||||||
| Net income (loss) attributable to TeraWulf Inc. | $ | 709,912 | $ | (455,050 | ) | $ | (657,639 | ) | $ | (534,838 | ) | ||||
| Earnings (loss) per common share: | |||||||||||||||
| Basic | $ | 1.42 | $ | (1.13 | ) | $ | (1.40 | ) | $ | (1.37 | ) | ||||
| Diluted | $ | (0.03 | ) | $ | (1.13 | ) | $ | (1.40 | ) | $ | (1.37 | ) | |||
| Weighted average common shares outstanding: | |||||||||||||||
| Basic | 500,068,776 | 401,559,291 | 469,883,421 | 390,602,067 | |||||||||||
| Diluted | 573,606,743 | 401,559,291 | 469,883,421 | 390,602,067 | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands; unaudited)
| Nine Months Ended September 30, | |||||||
| 2026 | 2025 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
| Net loss | $ | (658,996 | ) | $ | (534,838 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Amortization of debt issuance costs, commitment fees and accretion of debt discount | 31,862 | 7,112 | |||||
| Accretion of deferred cash consideration in asset acquisition | 1,033 | - | |||||
| Accretion of interest income from sale of equity in net assets of investee | (4,136 | ) | - | ||||
| Related party expense settled with respect to common stock | - | 2,375 | |||||
| Stock-based compensation expense | 215,376 | 44,323 | |||||
| Stock-based charitable contribution | 14,390 | - | |||||
| Depreciation | 79,354 | 60,862 | |||||
| Accretion of asset retirement obligations | 685 | - | |||||
| Change in asset retirement obligations estimate | (58 | ) | - | ||||
| Amortization of right-of-use asset | 5,646 | 2,602 | |||||
| Revenue recognized from digital assets mined and hosting services | (39,069 | ) | (125,416 | ) | |||
| Loss (gain) on fair value of digital assets, net | 861 | (355 | ) | ||||
| Change in fair value of contingent consideration | - | 10,397 | |||||
| Impairment of property, plant, and equipment | 35,421 | - | |||||
| Loss on disposals of property, plant, and equipment | 4,293 | 5,818 | |||||
| Change in fair value of warrant and derivative liabilities | 243,550 | 424,642 | |||||
| Loss on extinguishment of debt | 7,116 | - | |||||
| Deferred income tax provision | 84 | - | |||||
| Other income | (747 | ) | - | ||||
| Equity in net loss of investee, net of tax | 23,104 | - | |||||
| Gain on sale of equity interest in investee | (94,995 | ) | - | ||||
| Changes in operating assets and liabilities: | |||||||
| Increase in accounts receivable | (15,848 | ) | (3,052 | ) | |||
| Increase in prepaid expenses | (13,960 | ) | (3,275 | ) | |||
| Increase in other current assets | (21,121 | ) | (4,662 | ) | |||
| Decrease (increase) in deferred charges | 1,763 | (57,462 | ) | ||||
| Decrease (increase) in other assets | 215 | (200 | ) | ||||
| Increase (decrease) in accounts payable | 3,996 | (5,651 | ) | ||||
| Increase in accrued interest and other current liabilities | 50,009 | 46,957 | |||||
| Increase (decrease) in other amounts due to related parties | 200 | (620 | ) | ||||
| (Decrease) increase in deferred rent liability | (46,966 | ) | 86,157 | ||||
| Decrease in operating lease liability | (1,523 | ) | (299 | ) | |||
| (Decrease) increase in other liabilities | (487 | ) | 9,576 | ||||
| Net cash used in operating activities | (178,948 | ) | (35,009 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
| Purchase of and deposits on plant and equipment | (2,230,788 | ) | (445,199 | ) | |||
| Proceeds from sales of property, plant and equipment | 445 | 8,828 | |||||
| Cash paid for asset acquisitions | (234,653 | ) | - | ||||
| Acquisition of a business, net of cash acquired | - | (21,731 | ) | ||||
| Purchase of securities by trust | (22,561 | ) | - | ||||
| Proceeds from sale of securities by trust | 1,997 | - | |||||
| Proceeds from sale of digital assets | 37,011 | 125,775 | |||||
| Proceeds from sale of equity in net assets of investee | 250,000 | - | |||||
| Net cash used in investing activities | (2,198,549 | ) | (332,327 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
| Proceeds from issuance of short-term debt, net of issuance costs paid of $7,250 and $0 | 92,750 | - | |||||
| Repayment of short-term debt | (100,075 | ) | - | ||||
| Proceeds from issuance of convertible notes, net of issuance costs paid of $0 and $24,671 | - | 975,329 | |||||
| Payment of debt issuance costs | (41,419 | ) | (1,098 | ) | |||
| Principal payments on finance lease | - | (9,158 | ) | ||||
| Proceeds from issuance of common stock, net of issuance costs paid of $35,864 and $0 | 1,199,820 | - | |||||
| Proceeds from exercise of warrants | 7,038 | 3,129 | |||||
| Payment for settlement of preferred stock conversion | - | (12 | ) | ||||
| Purchase of capped calls | - | (100,600 | ) | ||||
| Purchase of treasury stock | - | (33,292 | ) | ||||
| Payments of tax withholding related to net share settlements of stock-based compensation awards | (148,072 | ) | (28,273 | ) | |||
| Net cash provided by financing activities | 1,010,042 | 806,025 | |||||
| Net change in cash, cash equivalents and restricted cash | (1,367,455 | ) | 438,689 | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 3,722,775 | 274,065 | |||||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,355,320 | $ | 712,754 | |||
| Cash paid during the period for: | |||||||
| Interest | $ | 136,078 | $ | 7,119 | |||
| 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 income (loss) adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset, accretion of asset retirement obligations, related party expenses settled with respect to Common Stock and stock-based charitable contribution to The TeraWulf Charitable Foundation 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) equity in net loss of investee, net of tax, related to the Abernathy Joint Venture and the gain on sale of equity interest in investee; (iv) interest income and other (loss) income, net for which management believes are not reflective of the Company's ongoing operating activities; (v) change in fair value of warrant liabilities, changes in fair value of contingent consideration, loss on extinguishment of debt, loss on disposals of property, plant and equipment and impairment of property, plant and equipment which are not reflective of the Company's general business performance; and (vi) acquisition-related transaction costs which management believes are not reflective of the Company's ongoing operating activities.
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 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.
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 income (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 condensed 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 income/loss) for the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) attributable to TeraWulf Inc. | $ | 709,912 | $ | (455,050 | ) | $ | (657,639 | ) | $ | (534,838 | ) | ||||
| Net loss attributable to non-controlling interest | (378 | ) | - | (1,357 | ) | - | |||||||||
| Net income (loss) | 709,534 | (455,050 | ) | (658,996 | ) | (534,838 | ) | ||||||||
| Adjustments to reconcile net income (loss) to non-GAAP Adjusted EBITDA: | |||||||||||||||
| Gain on sale of equity interest in investee | (94,995 | ) | - | (94,995 | ) | - | |||||||||
| Equity in net loss of investee, net of tax | 493 | - | 23,104 | - | |||||||||||
| Income tax provision | 28 | - | 84 | - | |||||||||||
| Other loss (income), net | 183 | - | (747 | ) | - | ||||||||||
| Interest income | (28,580 | ) | (4,094 | ) | (86,947 | ) | (7,585 | ) | |||||||
| Loss on extinguishment of debt | - | - | 7,116 | - | |||||||||||
| Change in fair value of warrant and derivative liabilities | (728,442 | ) | 424,642 | 243,550 | 424,642 | ||||||||||
| Interest expense | 53,554 | 9,830 | 177,014 | 17,891 | |||||||||||
| Loss on disposals of property, plant, and equipment | 3,894 | 1,987 | 4,293 | 5,818 | |||||||||||
| Impairment of property, plant, and equipment | 9,724 | - | 35,421 | - | |||||||||||
| Change in fair value of contingent consideration | - | 8,797 | - | 10,397 | |||||||||||
| Depreciation | 29,636 | 26,502 | 79,354 | 60,862 | |||||||||||
| Accretion of asset retirement obligations | 250 | - | 685 | - | |||||||||||
| Amortization of right-of-use asset | 1,901 | 1,167 | 5,646 | 2,602 | |||||||||||
| Stock-based compensation expense | 30,019 | 4,345 | 215,376 | 44,323 | |||||||||||
| Stock-based charitable contribution | - | - | 14,390 | - | |||||||||||
| Related party expense settled with respect to common stock | - | - | - | 2,375 | |||||||||||
| Acquisition-related transaction costs | - | - | 438 | 1,475 | |||||||||||
| Non-GAAP Adjusted EBITDA | $ | (12,801 | ) | $ | 18,126 | $ | (35,214 | ) | $ | 27,962 |

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