TeraWulf Acquires Beowulf Electricity & Data For About $52.4M

TeraWulf Inc. (NASDAQ:WULF) ("TeraWulf" or the "Company"), which owns and operates vertically integrated, next-generation digital infrastructure primarily powered by zero-carbon energy, announced today the acquisition of 100% of the membership interests of Beowulf Electricity & Data LLC and its affiliates (collectively, "Beowulf E&D"). The strategic transaction simplifies TeraWulf's corporate structure and eliminates a related-party relationship consolidating resources under a unified operating framework.

Transaction Overview

The total consideration for the transaction is approximately $52.4 million, consisting of $3 million in cash and 5 million shares of TeraWulf common stock issued at closing. The agreement also includes up to $19 million in contingent cash payments and up to $13 million in additional common stock, subject to the achievement of key milestones related to the expansion of TeraWulf's data center business and project financing initiative. As part of the acquisition, 94 employees from Beowulf E&D – including Lake Mariner site staff and corporate support personnel – have transitioned to TeraWulf employment. In addition, the existing services agreement with Beowulf E&D, which had included substantial ongoing payments, has been terminated in conjunction with the closing. The Company's previously announced 2025 cost guidance, including SG&A expenses of $40-$45 million and operating expenses of $20-$25 million, remains unchanged following the acquisition.