Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

General

On October 23, 2025, WULF Compute LLC ("WULF Compute"), a wholly-owned indirect subsidiary of TeraWulf Inc. ("TeraWulf" or the "Company"), completed its previously announced private offering of 7.750% Senior Secured Notes due 2030 (the "notes"). The notes were sold under a purchase agreement, dated as of October 16, 2025, entered into by and among the Company, the guarantors party thereto (the "Guarantors") and Morgan Stanley & Co. LLC (the "Initial Purchaser"), 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"). The aggregate principal amount of notes sold in the offering was $3.2 billion.

The notes were issued at a price equal to 100% of their principal amount. WULF Compute intends to use the net proceeds from the offering to finance a portion of its data center expansion at its Lake Mariner campus in Barker, New York (the "Data Center Expansion").

Maturity and Interest Payments

On October 23, 2025, WULF Compute and the Guarantors entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes are senior secured obligations of WULF Compute and bear interest at a rate of 7.750% per year payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The notes will mature on October 15, 2030, unless earlier redeemed or repurchased in accordance with their terms.

Amortization of Principal

The principal amount of the notes will amortize on a semi-annual basis on April 15 and October 15 of each year in amounts based on schedules in the Indenture. No amortization attributable to any data center building comprising the Data Center Expansion will be payable prior to the completion of such data center building. Required amortization shall be subject to adjustment in case of partial redemption or repurchase.

Redemption

On or after October 15, 2027, WULF Compute may redeem the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.

Prior to October 15, 2027, WULF Compute may redeem the notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. In addition, prior to October 15, 2027, WULF Compute may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.