TERAWULF INC. 8-K

What Happened
TeraWulf Inc. (WULF) filed an 8-K on December 29, 2025 announcing that Flash Compute LLC (a subsidiary) completed a private offering of $1.3 billion aggregate principal of 7.250% Senior Secured Notes due December 31, 2030. The notes were issued at par (100%) under an indenture with Wilmington Trust, National Association as trustee, bear interest at 7.25% paid semi‑annually, and will amortize semi‑annually according to the indenture (with no amortization required until the Abernathy HPC Campus is completed). Proceeds will fund construction of the Abernathy HPC Campus in Abernathy, Texas, debt reserves, $75 million cash collateral for a letter of credit, and transaction fees and expenses.

Key Details

• Offering amount: $1.3 billion in 7.250% Senior Secured Notes due 12/31/2030; issued at 100% of principal.
• Issuer/structure: Notes issued by Flash Compute LLC; Abernathy Data LLC is a guarantor; Flash Compute is a subsidiary of FS CS I LLC (JV Partners Holdco), which is 50.1% owned by Big Country Wulf LLC (a TeraWulf subsidiary) and 49.9% by Fluidstack.
• Interest & payments: 7.25% annual interest, paid semi‑annually on June 30 and December 31 beginning 6/30/2026.
• Amortization & redemption: Semi‑annual amortization per indenture (none until campus completion). Flash Compute may redeem under specified formulas (make‑whole prior to 12/31/2027; optional redemptions allowed thereafter; up to 40% early redemption from certain equity proceeds).
• Covenants & events: Indenture includes customary covenants limiting additional debt, dividends/repatriations, liens, certain asset sales, affiliate transactions and change‑of‑control repurchase at 101% of principal plus accrued interest.
• Completion guarantee: JV Partners Holdco will provide a capped completion guarantee up to $100 million (secured by a first‑priority lien on a JV Partners Holdco reserve account). That guarantee supports project completion only and does not guarantee the notes.

Why It Matters
This transaction creates $1.3B of secured debt tied to the Abernathy HPC Campus project and establishes repayment, covenant and collateral terms that will affect the JV’s cash flow and financial flexibility. The offering provides immediate construction funding but also adds long‑term interest and amortization obligations and contains restrictions (covenants) investors should consider when assessing TeraWulf’s project risk and balance sheet exposure.