HPC lease revenue reaches
102 MW of critical IT capacity online at
Secured Google Credit Backstop for Anticipated Project Financing in Support of
Muskie contracted power expands to 1 GW; Company reaffirms target of contracting 250–500 MW of incremental critical IT capacity annually
Third-quarter results reflect continued growth in contracted HPC operations at
Third Quarter 2026 and Recent Highlights
- Financial Performance: Generated third-quarter revenue of
$76.2 million , including$63.0 million of HPC lease revenue, representing approximately 83% of total revenue. Net income increased to approximately$709.9 million , benefiting from a non-cash change in fair value of warrants. Non-GAAP Adjusted EBITDA was approximately$(12.8) million . Lake Mariner : Operated 102 MW of revenue-generating critical IT capacity as ofSeptember 30, 2026 , with an additional 336 MW under construction across CB-4 and CB-5. CB-4 remains on track for phased delivery and rent commencement during the fourth quarter. CB-5 remains targeted to begin phased delivery in early 2027. WULF Compute continues to progress within the Company’s previously disclosed cost guidance of$8 million to$10 million per critical IT MW.- Justified: Executed a 20-year lease with
Anthropic for approximately 401 MW of critical IT capacity, representing approximately$19 billion of contracted revenue over the initial term. OnNovember 4, 2026 ,TeraWulf announced a Google Credit Backstop for Project Financing in support of Anthropic’s lease and a definitive EPC agreement withFluor Enterprises, Inc. covering three data center buildings. Phased ready-for-service completions are expected to begin in late 2027 and continue through the second quarter of 2028. - Muskie: Increased contracted power capacity from 500 MW to 1,000 MW through amended electric service and transmission infrastructure agreements with
Kentucky Power Company , subject to approval by theKentucky Public Service Commission . The expansion advances the anticipated delivery of the second 500 MW phase to 2029. - Liquidity and Financial Flexibility: Ended the quarter with approximately
$2.4 billion of cash, cash equivalents and restricted cash. Subsequent to quarter-end,TeraWulf increased commitments under its Revolving Credit Agreement from$250 million to$400 million and added an uncommitted accordion feature permitting up to$150 million of additional commitments, subject to certain conditions. Capital Recycling : Completed the sale of the Company’s 50.1% interest in the Abernathy Joint Venture, receiving$250 million of cash consideration during the quarter with the remaining consideration expected to be received (i)$150 million on or beforeDecember 31, 2026 , and (ii) approximately$130 million , subject to certain adjustments, on or beforeApril 30, 2027 . The Company recognized a$95 million gain on the sale during the quarter.- Growth Target: Reaffirmed the Company’s target of contracting 250 MW to 500 MW of incremental critical IT capacity annually, with a continued focus on secured power, high-quality customer demand and attractive risk-adjusted returns.
Management Commentary
“Third-quarter results reflect strong execution across the business.
We remain disciplined about where we deploy capital and the returns we require. Our focus is simple: execute on our commitments, protect our economics and create long-term value for shareholders.”
“We ended the quarter with substantial liquidity and further strengthened our financial flexibility through the Abernathy monetization and expansion of our revolving credit facility.
With
Investor Conference Call and Webcast
The Company will host its third quarter 2026 earnings conference call and webcast today,
About
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “seek,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “strategy,” “opportunity,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) TeraWulf’s ability to attract additional customers to lease its HPC data centers; (2) TeraWulf’s ability to complete its data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates; (3) operational risks associated with its data centers and TeraWulf’s ability to perform under its existing data center lease agreements; (4) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (5) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (6) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (7) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (8) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of
Investors:
Investors@terawulf.com
Media:
media@terawulf.com
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF
(In thousands, except number of shares and par value; unaudited)
2026 | 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 | |||||
| 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, | — | — | |||||
| Common stock, | 525 | 444 | |||||
| Additional paid-in capital | 2,669,797 | 1,285,202 | |||||
| (148,309 | ) | (151,509 | ) | ||||
| Accumulated deficit | (1,651,331 | ) | (993,692 | ) | |||
| Total | 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
(In thousands, except number of shares and per share amounts; unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||
| 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 | $ | 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
(In thousands; unaudited)
| Nine Months Ended | |||||||
| 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 | 92,750 | — | |||||
| Repayment of short-term debt | (100,075 | ) | — | ||||
| Proceeds from issuance of convertible notes, net of issuance costs paid of | — | 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 | 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
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
The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable
| Three Months Ended | Nine Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) attributable to | $ | 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 | |||||
Source: 