Entry into a Material Definitive Agreement.

 

On March 13, 2026, TeraWulf Inc. ("TeraWulf" or the "Company") entered into that certain Delayed-Draw Bridge Credit Agreement (with any and all amendments, restatements, supplements and/or other modifications thereto, the "Bridge Credit Agreement"), by and among Raylan Finance LLC, a Delaware limited liability company and a subsidiary of TeraWulf ("Holdings"), Raylan Data LLC, a Delaware limited liability company and a direct subsidiary of Holdings (the "Borrower"), Justified DataPower LLC, a Delaware limited liability company, a subsidiary of TeraWulf and an affiliate of the Borrower (the "Real Estate Guarantor"), Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and each lender party thereto from time to time. The Bridge Credit Agreement will provide TeraWulf with financing under a 364-day $500 million delayed draw senior secured bridge facility (the "Facility"), the proceeds of which may be used to finance the construction and development of the Company's data center facility in Hawesville, KY.

 

Borrowings under the Bridge Credit Agreement will bear interest at a rate equal to at the Borrower's option, either (a) a Term SOFR determined by reference to the secured overnight financing rate published by an administrator therefor, which rate shall be no less than zero, plus an applicable margin of 2.75% per annum or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate of Morgan Stanley, (iii) one-month Term SOFR and (iv) 1.00% per annum, plus an applicable margin of 1.75% per annum.

 

The Bridge Credit Agreement contains customary affirmative covenants, including financial statement reporting requirements and delivery of compliance certificates. The Bridge Credit Agreement also contains customary negative covenants, including covenants that limit the ability of the Borrower, the Real Estate Guarantor and their respective subsidiaries to, among other things, grant or incur liens, dispose of assets, incur additional indebtedness, make certain investments, restricted payments or restricted debt payments, enter into certain mergers and acquisitions, and covenants that limit the ability of TeraWulf and its subsidiaries to, among other things, incur additional indebtedness or dispose of certain assets, subject in each case to certain customary exclusions, exceptions and baskets. In addition, the Bridge Credit Agreement contains a minimum liquidity covenant pursuant to which TeraWulf and the Borrower are required to maintain $100 million of liquidity, including the proceeds of the Facility.