Conference Operator: Greetings, welcome to the TeraWulf second quarter 2026 earnings conference call. At this time, all participants are in listen-only mode. A question and answer session will follow the prepared remarks. Please note that this call is being recorded. I will now turn the call over to John Larkin, Senior Vice President and Director of Investor Relations with TeraWulf. Please go ahead.

John Larkin, Senior Vice President and Director of Investor Relations, TeraWulf: Good morning, welcome to TeraWulf’s second quarter 2026 earnings call. Joining me today are Chairman and CEO, Paul Prager, our CTO, Nasir Khan, our CFO, Patrick Fleury. Before we begin, please note that our remarks today may include forward-looking statements. These statements are subject to risks and uncertainties, actual results may differ materially. Words such as anticipate, expect, believe, intend, estimate, project, could, should, will, and similar expressions are intended to identify forward-looking statements. For a discussion of these risks, please refer to our filings with the SEC, available at sec.gov and in the investor relations section of our website. We will also reference certain non-GAAP financial measures. Reconciliations to the most comparable GAAP measures are available in our earnings release filings. With that, I will turn the call over to our Chairman and CEO, Paul Prager.

Paul Prager, Chairman and CEO, TeraWulf: Thanks, John, good morning, everyone. The second quarter was defined by execution and expansion. At Lake Mariner, we converted additional contracted capacity into operating infrastructure recurring lease revenue. At the same time, we expanded the platform through the acquisition of Muskie. Following quarter end, we executed a 401-megawatt lease with Anthropic at the Justified Data campus and entered into an agreement to monetize our interest in the Abernathy Joint Venture. Taken together, these developments demonstrate the model we’ve been building, which is to secure power-advantaged infrastructure, contract with high-quality customers, deliver capacity in phases, selectively recycle capital into the next generation of growth. Our number 1 priority remains execution. You see that most clearly at Lake Mariner. CB3 was fully delivered and generating lease revenue in early July, bringing total revenue-generating critical IT capacity at the campus to 102 megawatts.

That delivery also satisfied the applicable conditions for $600 million of Google’s credit support for Fluidstack’s obligations to become effective. CB3, therefore, represents more than just a construction milestone. It is another building delivered, another contracted revenue stream online, a significant portion of the credit support behind the project now effective. Following quarter end, we also amended certain Fluidstack leases. Those amendments increased contracted capacity, added rent associated with tenant-requested scope changes, established updated delivery schedules on a data hall by data hall basis. Nasir will cover construction and commissioning in greater detail, the key milestones are straightforward. At CB4, we remain on track to begin energizing the first data hall in late September. At CB5, we expect to begin energizing the first data hall in very early January.

The first data hall at CB4 is already in commissioning, and we continue to work closely with Fluidstack, Google, and the broader project team to align infrastructure readiness with hardware deployment. The important point here is that CB3 is online and generating revenue, CB4 is in commissioning, and CB5 is advancing against the updated customer-aligned schedule. That is execution. It is increasingly visible in our financial profile, with high-power compute leasing representing the majority of our revenue during the quarter. While Lake Mariner continues to deliver, the second major theme is expansion. Nowhere is this more evident than in Kentucky. Following quarter end, we executed a long-term lease with Anthropic for approximately 401 megawatts of critical IT capacity at our Justified Data campus in Hawesville. The agreement expands our relationship with Anthropic and represents approximately $19 billion of contracted revenue over the initial 20-year lease term.

The economics are highly attractive for our shareholders and reflect the value of controlling large-scale, power-secured infrastructure in a market where capacity is increasingly scarce. The significance of the agreement goes well beyond its size. Lake Mariner demonstrates that we can take a legacy industrial power site and convert it into a large-scale operating high-power compute campus. Justified demonstrates that we can repeat the model in a new region. We secured the site, controlled the power infrastructure, and converted that position into long-duration contract with one of the leading companies in artificial intelligence. That is our model: control the infrastructure, contract capacity, finance it against long-duration revenue, and deliver it in phases. We also expanded our Kentucky platform through the acquisition of the Muskie Data Campus in Eastern Kentucky.

Muskie is a gigawatt-scale development site and a prime example of the utility partnership path to power that we discussed on our last earnings call. The campus is located within an established industrial park and is being developed in partnership with investment-grade Kentucky Power, an AEP company. Our electric service arrangements were entered into under a data center tariff approved by the Kentucky Public Service Commission, which provides for one gigawatt of electric service. Kentucky Power is expected to construct a new 345-kilovolt substation connected to AEP’s existing 765 kV transmission network, with initial electric service expected in the fourth quarter of 2028. This is not simply land with a queue position. It is utility-supported development pathway with contracted electric service, defined infrastructure obligations, and a state-approved framework for large-scale data center development.

The market too often treats a queue position or inclusion in a batch study as equivalent to available power. It is not. The relevant and important questions are: when can the power be actually delivered, under what contract or commercial framework, and with what degree of infrastructure certainty? Muskie provides considerably greater visibility for each of these points. Muskie also builds on the substantial momentum and relationships we’ve developed in Kentucky. The Commonwealth is increasingly attractive to prospective tenants because of its power infrastructure, business environment, and the constructive engagement we have seen from state, utility, and local stakeholders. Justified provides our near-term contracted delivery opportunity in Kentucky. Muskie provides the next gigawatt-scale platform in our pipeline, and we are actively advancing commercialization discussions for the site.

Given its near-term power availability, we are increasingly optimistic about the potential to expand the Muskie Data Campus to as much as 2 gigawatts and accelerate portions of the current development timeline. In addition to Muskie, our pipeline includes additional expansion opportunities at Lake Mariner and Lake Hawkeye in New York, Chesapeake in Maryland, and there are many other sites we are actively evaluating. Each is at a different stage, but collectively they provide multiple paths to power, customer contracting, and phased delivery rather than dependence on a single market or interconnection process. As we expand the platform, we are also being disciplined about where we spend our time and capital. That’s what drove our decision on Abernathy. Following quarter end, we entered into an agreement to sell our entire interest in the Abernathy Joint Venture for approximately $530 million.

Abernathy is a great project, but at this point in TeraWulf’s development, it is simply not the right project or the best project for us to continue to own. Our strategy is increasingly focused on large-scale opportunities where we control the site, control the power infrastructure, the development process, and the customer relationship. All that drives long-term economics. The Abernathy transaction allows us to focus our management resources and capital on those opportunities. It also demonstrates our ability to create value through development and selectively recycle capital into larger scale projects that we directly control. The Anthropic lease demonstrates our ability to create long-duration contracted value. The Abernathy transaction demonstrated our ability to realize value and redeploy that capital into the next generation of growth. We’ve also recently cleared an important milestone at Chesapeake.

On July 29th, the Federal Energy Regulatory Commission, FERC, authorized our proposed acquisition of the Morgantown site. That approval clears a significant regulatory condition towards closing. The site includes approximately 210 megawatts of existing grid-connected generation, substantial electrical infrastructure, and meaningful long-term expansion potential in one of the most power-constrained regions in the country. Subject to the remaining closing conditions and required consents, Chesapeake offers the potential to develop an integrated generation, storage, and data center campus capable of supporting up to 1 gigawatt of data center capacity while serving large-scale compute demand in the most competitive region while supporting regional grid reliability. We have developed our pipeline this way deliberately. Regional diversity gives us access to different power markets and utility partners, but it also provides greater operational and security resilience. We do not want the platform dependent on one grid, one regulatory regime, or one source of generation.

Our portfolio includes utility-supported, grid-connected campuses, sites with existing generation infrastructure, and locations capable of integrating generation and storage or supporting additional generation on the broader grid. We view behind-the-meter power primarily as a bridge to a utility-supported, grid-connected campus. Over time, we believe the most reliable, resilient, and economically sustainable power solutions will be those interconnected with a larger utility system. That concept is becoming increasingly important. The constraint on AI infrastructure is not demand. It is power, transmission, interconnection, and the ability to bring new infrastructure online responsibly. We have consistently said that data center infrastructure should be an asset to the grid, not a burden to it, and that is how we view Governor Hochul’s recent executive order in New York. We do not believe the executive order will disrupt our development timing at either Lake Mariner or Lake Hawkeye.

The WULF Compute build-out at Lake Mariner is already permitted, and Lake Hawkeye’s is in the early stage of development, and it has not been impacted. Importantly, the governor has described the order as an effort to establish a framework, not a permanent ban on future data center development. We welcome such a framework. Responsible development at this scale necessarily requires careful consideration of environmental impact, grid reliability, cost allocation, and community priorities. We do not view those considerations as a binary choice between development and responsibility. Instead, we work constructively with regulators, utilities, and local communities to address legitimate concerns, operate responsibly, and be an active and valuable long-term member and neighbor within the communities in which we operate. A clear framework should establish the rules of the road around reliability, cost allocation, resource use, generation, storage, and community impact so that credible projects can move forward responsibly.

We believe increasingly formal requirements for large load development are inevitable across all major power markets, not only in New York. The better approach is to prepare for reasonable standards now rather than assume projects can avoid them indefinitely. That means developing sites that can demonstrate credible and redundant power delivery, assume appropriate cost responsibility, and, where required, support additional nameplate generation capacity or otherwise help bring incremental generation and grid resources online. Many of the principles outlined by the governor are entirely consistent with how TeraWulf already approaches development. We understand power markets, generation, transmission, and believe clear standards will ultimately favor experienced, well-capitalized developers with credible infrastructure solutions and the demonstrated ability to execute. Increasingly, data center demand is also serving as a catalyst to long-overdue investment in the nation’s transmission and generation infrastructure. That is where TeraWulf is positioned.

When you step back, the progress is clear. We’ve delivered CB3 and brought another contracted revenue stream online. CB4 and CB5 are advancing against updated customer line schedules. We’ve expanded our Kentucky platform through the Anthropic lease at Justified and the acquisition of Muskie. We’ve agreed to monetize Abernathy so we can focus our capital and management attention on larger-scale opportunities that we directly control. We’ve cleared an important regulatory milestone at Chesapeake. Together, these developments reinforce both the consistency and the depth of our strategy: build a regionally diversified pipeline with credible paths to power, contract with high-quality customers, deliver capacity in phases, and recycle capital where doing so creates long-term value for our shareholders. Based on the strength of the platform and the customer engagement we continue to see, we reaffirm our target of contracting an incremental 250-500 MW of critical IT capacity annually.

We will pursue that growth with discipline and remain focused on power control, customer quality, execution certainty, and shareholder returns. We have the sites, the capital, the people, and the customer demand. Now it is about delivering. With that, I’ll turn it over to Nasir to discuss construction, commissioning, and the updated Lake Mariner delivery schedule.

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Thank you, Paul. I’ll focus my remarks on construction, commissioning, and delivery at Lake Mariner. As Paul noted, CB3 is fully online and generating lease revenue. With that building complete, our focus is now on executing against the updated delivery schedules for CB4 and CB5, which were developed in close coordination with our tenant. From an execution standpoint, the two most significant variables have been electrical labor availability and ongoing design optimization for our customer. Electrical labor remains highly constrained across the data center industry. As the design and electrical scopes became more fully defined, we added a second electrical contractor and scaled the workforce to support approximately 1,000 electricians at peak. That additional capacity is important to maintaining the targeted delivery schedule. At the same time, working closely with Fluidstack, we continue to optimize the electrical cooling and operational requirements while design, procurement, and construction were already underway.

This added complexity to execution, it enabled our customer to establish a deployment standard tailored to the latest generation hardware. With those resources and updated requirements now incorporated into the plan, we have greater visibility into the remaining work and remain confident in the revised delivery schedules. Let me now turn to commissioning and explain where CB4 stands today. Center commissioning generally progresses through 6 levels, from level 0 through level 5. Level 0 covers design and planning, while level 1 involves factory acceptance testing of major equipment before it is shipped to the site. Our current focus is on levels 2 through 4. Level 2, or installation verification, confirms the major electrical, mechanical, and cooling equipment has been properly installed, connected, and configured. This is also when the tenant begins installing and tuning its cooling distribution equipment.

Level 3, where startup and pre-functional testing, is when individual systems are powered and tested under operating conditions. The customer also begins bringing server racks into the data hall and integrating them with the building’s power cooling and control systems. In practical terms, level 3 marks the transition from construction into live systems commissioning. Level 4, or functional performance testing, is the contractual delivery milestone. Once testing is complete, the data hall is turned over to operations and begins generating lease revenue. The first data hall at CB4 is currently in level 2 commissioning. We expect to begin level 3 in mid-August, with the customer server rack scheduled to arrive shortly thereafter. We remain on track to reach level 4 and begin generating lease revenue from the first data hall in late September.

CB5 is also progressing against the revised schedule, with the first data hall expected to begin energizing in very early January. Across the project, we continue to have a highly constructive working relationship with Fluidstack, Google, and the broader project team. The revised schedules were developed collaboratively to align infrastructure readiness with customer hardware deployment. That coordination is critical on a project of this scale, where construction, commissioning, equipment delivery, and systems integration must all progress together. In summary, CB3 is operating and generating revenue. CB4 is in commissioning and remains on track for initial delivery in late September. CB5 is advancing towards initial energization in very early January. We remain confident in the revised delivery schedules and focused on converting the remaining contracted capacity at Lake Mariner into operating infrastructure and recurring revenue.

With that, I’ll turn it over to Patrick to review the financial results for the second quarter.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Thank you, Nazar. As Paul outlined, the quarter demonstrated both sides of our capital model, creating long-duration contracted value and selectively recycling capital into larger-scale opportunities that we directly control. Following quarter end, we entered into two transactions of significant financial importance. First, we executed a direct 20-year lease with Anthropic at the Muskie Data Campus, representing approximately $19 billion of contracted revenue over the initial term. Second, we entered into an agreement to sell our 50.1% interest in the Abernathy Joint Venture for approximately $530 million, representing a 20% internal rate of return on our initial investment. I’ll focus my remarks today on our second quarter results, the financial impact of the Fluidstack lease amendments, our updated Lake Mariner capital outlook, and the liquidity available to fund our growth.

Revenue for the second quarter was $44.8 million, compared with $34.0 million in the first quarter, primarily reflecting additional HPC capacity coming online. HPC lease revenue increased 52% quarter-over-quarter to $31.9 million from $21.0 million and represented approximately 71% of total revenue. As Nazar described, the first data hall at CB3 achieved ready-for-service status in late June, and the second data hall followed in mid-July. As a result, the second quarter included only a partial revenue contribution from CB3, while we entered the third quarter with 102 critical megawatts operating and generating lease revenue at Lake Mariner. Importantly, completion of CB3 also satisfied the applicable conditions for $600 million of Google’s credit support for Fluidstack’s lease obligations to become effective. This represents an important credit milestone and further strengthens the contracted revenue profile of the Lake Mariner build-out.

The Fluidstack lease amendments executed in early July also have several important financial implications. The revised commencement dates were mutually agreed with our tenant, and we remain on schedule with the revised timeline. TeraWulf will contribute approximately $150 million to address tenant fit-out costs incurred through June 30th, 2026. In return, WULF Compute expects to receive more than $300 million of incremental lease revenue over the initial 10-year lease term. Together with the previously announced increase in contracted capacity from 162-168 critical megawatts at each of CB4 and CB5, the amendments are expected to generate more than $500 million of incremental lease revenue for WULF Compute over the initial lease terms. Turning to operating results. Cost of revenue exclusive of depreciation increased to $12.4 million from $2.4 million in the first quarter.

The increase primarily reflects lower demand response proceeds, which are recorded as a reduction in cost of revenue and declined to $2.8 million in the second quarter from $14.1 million in the first quarter. Operating expenses increased to $23.4 million from $11.2 million as we continued scaling the platform ahead of additional HPC capacity entering service. The increase primarily included $5.8 million of additional site-level expenses, including security, labor, and pre-revenue operating costs, $3.3 million of site preparation and demolition costs associated with future development, and $2.2 million of minor equipment repair costs related to assets expected to be returned to service or sold. Reported HPC leasing segment profit margin was approximately 28% during the quarter, compared with our long-term target of approximately 85%.

The reported margin includes approximately $2.8 million of tenant fit-out revenue and associated costs, $6.8 million of pre-revenue operating costs at WULF Compute, and $6.0 million of development costs across our portfolio of uncontracted development sites. Adjusting for these three items, HPC leasing segment profit margin was approximately 80%. We expect margins to progress toward our long-term target as additional contracted capacity enter service, pre-revenue operating costs decline, and the contribution from mature HPC lease revenue increases. SG&A expense decreased slightly to $126.9 million from $127.8 million in the first quarter. Excluding stock-based compensation and charitable contributions, adjusted SG&A was $28.6 million, compared with $26.3 million in the prior quarter. We continue to expect full year adjusted SG&A to remain within our previously disclosed guidance range of $75 million-$100 million. Depreciation decreased to $21.2 million from $28.5 million in the first quarter.

The first quarter included $11.9 million of accelerated depreciation associated with bitcoin mining assets whose useful lives were shortened as portions of the Lake Mariner campus transitioned primarily to HPC use, compared with $2.6 million in Q2. Interest expense was $56.4 million, compared with $67.1 million in the first quarter, and we recognized interest income of $28.9 million in Q2 compared to $29.4 million in Q1. Cash interest paid was $125.7 million compared with $5.3 million in the first quarter, reflecting the first semiannual interest payment on the WULF Compute senior secured notes in April. We recorded a $755.7 million non-cash loss from the change in fair value of the Google warrants, compared with a $216.3 million non-cash loss in the first quarter. The change was primarily driven by the increase in TeraWulf stock price and had no impact on our liquidity.

Equity in the net loss of the Abernathy Joint Venture was $11.1 million, generally consistent with the $11.5 million in the first quarter. GAAP net loss attributable to TeraWulf was $939.9 million, compared with $427.6 million in the first quarter. The increase was primarily driven by the non-cash fair value adjustment associated with the Google warrants. Non-GAAP adjusted EBITDA was negative $18.3 million, compared with negative $4.1 million in the first quarter, reflecting continued pre-revenue operating and development costs incurred ahead of additional contracted HPC capacity entering service. Now, turning to the balance sheet. Cash and restricted cash totaled approximately $3.0 billion as of June 30. At the parent level, we held approximately $1.2 billion of unrestricted cash at quarter end. Including the initial $250 million payment received under the Abernathy transaction in July, unrestricted parent liquidity increased to approximately $1.45 billion.

We expect to receive an additional $150 million on or before December 31st, 2026 and approximately $130 million on or before April 30th, 2027, subject to the terms of the transaction. At WULF Compute, we had approximately $1.9 billion of gross cash at quarter end, or approximately $1.5 billion after accounting for debt service reserves and interest during construction accounts. Approximately $2.3 billion of project capital expenditures have been completed, with approximately $1.7 billion remaining. Approximately two-thirds of the remaining expenditures are committed, providing increased visibility into the remaining capital requirements. As a reminder, our original cost guidance for the WULF Compute financing and deployment was $8 million-$10 million per critical IT megawatt. We currently estimate total project costs at approximately $9.1 million per megawatt within that original guidance range and modestly above the approximately $8.6 million per megawatt financed in October 2025.

The execution factors Naz discussed, including electrical labor constraints and evolving customer equipment and operating requirements, are reflected in this updated estimate. Following the Fluidstack lease amendments and TeraWulf’s additional capital contributions, we expect the project’s pro forma capitalization to be approximately 32% equity and 68% debt, compared with approximately 26% equity and 74% debt at the time of financing. At the Muskie Data Campus, we had contributed approximately $353 million of equity as of June 30th, including the $200 million site acquisition cost. These investments have funded the acquisition and early development work supporting the Anthropic lease and the planned project-level financing.

Based on our current plans and assumptions, our existing liquidity and expected Abernathy proceeds provide the capacity to fund our remaining Lake Mariner commitments, planned equity investment at Muskie, interim letter of credit requirements at Muskie, the proposed Chesapeake acquisition, other new sites we are actively pursuing without accessing the equity capital markets. Importantly, this plan also preserves a substantial liquidity reserve during the construction and delivery of these large, complex projects. We remain focused on matching capital deployment with contracted customer demand, maintaining financial flexibility, and selectively recycling capital when doing so improves control, scale, and long-term shareholder returns. Over time, we also continue to target investment-grade credit profiles at the TeraWulf parent and each of our finance subsidiaries. In summary, the second quarter reflects a financial profile increasingly driven by long-term, contracted HPC revenue.

We entered the third quarter with 102 critical megawatts operating at Lake Mariner, greater visibility into our remaining WULF Compute capital requirements, and substantial liquidity to complete our contracted developments and fund the next phase of growth. With that, operator, we are ready to take questions.

Conference Operator: We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. Once again, that was star then one to ask a question, at this time, we will pause momentarily to assemble the roster. Our first question comes from Nick Giles of B. Riley Securities. Please go ahead.

Nick Giles, Analyst, B. Riley Securities: Hey, Jeff. Good morning, guys. It’s good to see the electric service agreements with Kentucky Power. I was hoping you could speak to potential partnerships with utilities. What kind of framework should we have in mind? Should we expect that utilities are willing to share the economics of the project, or would it kind of stop at what we’re seeing here with Kentucky Power? Thank you.

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Good morning, Nick. It’s Naz here. With the utilities, I think we’re seeing a couple different flavors come about. With the integrated utilities, Kentucky Power being an example and AEP being an example, I think they are independently solving for contracting for the load. They’ve signed up a gigawatt of capacity with us under an LOA, a transmission agreement, then they go find the generation to support that. Whether that comes from their existing resources, they contract for it, they recently acquired a power plant, or they build more power plants, they’re independently solving for that.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: What they’re looking for us to do is to kind of commit to both whatever the transmission build-out is for that project, that will be project-dependent, depending upon the location of that and where that sits within their grid, then a backstop for the energy. Part of the credit that we posted to AEP was for the energy for the initial 500 MW allocation as well. Again, the projects really depend upon the location, which will drive the cost of the transmission required to support it, then it’ll be a market, generally a market price on the cost of energy. When you put those two things together, that’s where you see the credit that we’ve posted to Kentucky Power and AEP.

Nick Giles, Analyst, B. Riley Securities: Naz, that’s super helpful. I appreciate it. Switching gears, I was curious whether this is by design or what some of the key differences you see between the deals that you’ve done to date and one that would be with a high IG. Thank you.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Hey, Nick, it’s Patrick Fleury. Thanks for the question. As I think you’ve heard from us many times, we are highly focused on credit quality of the tenant. That’s paramount to us. We have terrific tenants both at Lake Mariner and at Hawesville. I think you saw us buy Hawesville in February and lease it less than 6 months later. That process was very robust, and Anthropic was the winner of that. It’s very strong economics to us, but there were a bunch of other competitors for that capacity in that process that we have moved over to Eastern Kentucky, at Muskie. I think I would just say to you, we are extremely happy with our existing partners. They are very strong credits. As you heard from us, we have the first slug of Google’s backstop at Lake Mariner now effective.

I think it’s a combination of credit quality of the counterparty. That’s not just today, Nick. That’s us thinking about the business model today, the competitiveness of that business model, and then the credit, not necessarily immediately today, but also three, four, five years down the road. These are 20-year leases, right? You have to be front foot forward thinking. As an example, as you’ve seen all the hyperscalers take on more debt, their balance sheets today are not going to be their balance sheets in five, six years. I think there’s an element of us solving for all of those things as we’re looking at tenants. I think, stay tuned, and I think as we grow our site portfolio, naturally the tenants will diversify.

Paul Prager, Chairman and CEO, TeraWulf: Hi, it’s Paul here. It’s the same from an operation and an execution perspective. Just moving upstream to be closer to the ultimate customer. That enables precision, and that enables us to be a better service provider to our customers. We get to deal direct now with our customer, Anthropic, and it just makes things that much more efficient in how we build out our facilities for them and how we operate the facilities for them.

Nick Giles, Analyst, B. Riley Securities: That’s good to hear. I appreciate all the color and keep up the good work.

Conference Operator: The next question comes from Darren Aftahi of Lucid Capital Markets. Please go ahead.

Darren Aftahi, Analyst, Lucid Capital Markets: Hey, good morning. Thanks for taking my questions. Just two, if I may. Can you maybe balance just the appetite for executing on more sites versus kind of digesting what you have? I guess said another way, how kind of full do you feel you are? Are there limitations in kind of expanding the portfolio? Secondly, you talked a little bit about this, but you guys are operating in a few different geographies. Can you kind of talk about the calculus of what you look at, from a sort of community and governmental risk perspective when you’re thinking about entering into new or existing markets? Maybe if you had to characterize it, are there any markets where you feel more partial to versus others? Thanks.

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Morning, Darren. It’s Naz here. I’ll take your questions in reversed order. First, with respect to just sites and locations and geographies. We’ve expanded into Kentucky. We received clearance from FERC in Maryland. We’re traditionally looking for jurisdictions and sites where there’s been some activity previously. We’ve had a number of brownfield sites, which we think are well situated for further development. There’s likely some significant electrical activity that occurred at that site, which bodes well for the future of the site with respect to kind of repositioning that. We’re looking for areas where some activity has occurred. The local communities understand what that means and can see the vision of what that transformation or repositioning of that asset could look like.

Fortunately for us in Kentucky, whether it’s in Hawesville, west of Louisville or in Muskie on the eastern side of the state, we have very strong local support in both of those communities with respect to bringing those projects forward. The other piece is that the team spends a tremendous amount of time engaging with the various local stakeholders and informing them of what we’re up to. A lot of times we find that it’s a lack of information that is a challenge more than just kind of what the information is. The team spends quite a bit of time in each of those local jurisdictions ensuring that we’re properly kind of conveying what we’re seeking to do with respect to the projects.

With respect to kind of just the overall portfolio, the guidance we’ve been giving is 250-500 megawatts per year of critical IT. We provide that guidance for a couple different reasons. One is there’s kind of just an operational capacity. Each of these projects at the upper end of the range is still nearly $5 billion of total capital. We have to fund that with both equity and debt. We’ve got to hire a number of contractors, electricians. At our site in Lake Mariner, we peaked at over 1,000 electricians at the site. As you scale up, the ability to kind of procure the requisite labor gets more challenging. That’s one kind of component to it.

The second is, I think we’ve seen in the market, especially here over the past couple weeks and months, is that these large-scale infrastructure projects may not just work on a linear scale. A lot of times we all look and say, "Okay, what’s happening in this quarter or that quarter?" Try to roll it out three or four years. Given the size of these projects, we think there’s going to be more fits and starts to it. Trying to make sure that we pick our spots properly, have a good understanding. I think as Paul alluded to in his intro comments, is just a position in the queue does not represent access to power.

We really try to spend time ensuring that the projects that we’re bringing forth have the ability to really kind of deliver on that power, and we can capture it. Therefore, we can go to our underlying customers and tenants and give them very clear visibility with respect to their ability to start using that. I think there are a number of things that we’re looking at that could increase that. For now, we remain focused on that 250-500 per year. With that, I think Paul has some other thoughts as well. Tad?

Paul Prager, Chairman and CEO, TeraWulf: Yeah. This is Paul. Thanks, Naz. I would only want to add to that I think regional diversity is a foundational principle in the development of our portfolio. I don’t want to be reliant on one grid. I don’t want to be reliant on one regulatory perspective or horizon. I don’t want to be reliant on one political mindset. I think our customers will become increasingly sensitive to the notion of security. I’m a Navy guy, and I remember back in the day when we were looking at submarine design versus what the Russians were doing. The Russians would put all their major equipment and machinery in one part of the boat, so if you hit that part of the boat, they were dead in water.

American submarine design was, we would put major machinery throughout our boats so that we had the ability to sort of sustain ourselves, in a conflict, even if we took hits in one area of the boat. I think security is critical. Our customers don’t want to be vulnerable to something that happens in one grid, one region, one fuel source. Labor sourcing, as Nazir mentioned, is important. Lastly, as you think about the move towards inference, I think folks want to move to the market as opposed to be in one place. Inference is more of a local consideration. That’s the reason why we’re trying to build the portfolio as we have, and we’ll continue to focus on regional diversity as a fundament to what we do.

Darren Aftahi, Analyst, Lucid Capital Markets: Appreciate it, Paul. Thanks.

Conference Operator: The next question comes from Michael Rollins of Citi. Please go ahead.

Michael Rollins, Analyst, Citi: Thanks, good morning. Just building off of the last few questions. I’m curious, if you take all that together, are you able to size what the incremental pipeline opportunity could be? Maybe kind of thinking about it over the next decade. Currently you’ve got 2.9 gigawatts of, we’ll call it line of sight of lease capacity in pipeline. Just curious what the TAM is or how big that can get to. Second, with certain regions seeing some new headwinds on timing. For example, recent developments in Texas, or you mentioned and discussed earlier the implications of the New York Governor’s actions. How is that affecting the conversation, demand, the interest to pre-lease with your portfolio? Thanks.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Hey, this is Patrick Fleury. We are a longtime power team, as you know. I think just maybe I’ll kick it off and then Paul can clean up here. We always try to frame for investors the power demand and power challenges, right? That the market is dealing with today. If you step back and think about different power regions, as an example, the state of California is, on a standalone basis, the fifth largest economy in the world. It has an 85-gigawatt installed grid. The Texas market has a roughly 95-gigawatt installed grid and probably average demand of around 65-67 megawatts, because it’s a peak year market and the system has to be designed for the highest draw day.

The backlog in Texas, as we all know, as an example, is now over 400 gigawatts, and batch zero is roughly 60 gigawatts. Just again, to frame that. You basically have to build another California in the Texas grid to meet all of the batch zero projects. Combined cycles are 500 megawatts each, roughly, and take three years on average to build. You got to build hundreds of combined cycles. I think it’s important to step back and frame that for folks, because that’s how we look at and approach each market or utility partnership or otherwise that we are in, and it’s power first. Is the transmission grid set up to accommodate our load? Is the local generating system set up to accommodate our load?

Can we get front of meter generation expansion at our sites as opposed to behind the meter and work with the local utility partners to increase our capacity over time? Not by limiting our customers to behind the meter, single or double point of failure, but connected to the grid that has thousands of points of failure, but also not being a parasite on the grid and providing additional generation and even backup power during times of grid duress. I think that’s our, in general, how we approach each of these sites, each of these markets from a power first position.

Paul Prager, Chairman and CEO, TeraWulf: It’s Paul. It’s why I said in my remarks, it’s nice to know that you’re somewhere in the queue or that you’re in batch zero versus some other batch. We’re all about available contracted power, and that’s where we focus. You asked first about how big could this go. I don’t have an answer for you. Demand is extremely strong. At our Muskie site, we have the most active data room we’ve ever had, and with world-class credits as potential customers. I don’t focus on that. I’m trying to focus on execution, and the simple response is, as long as we do what we have contracted right, then the customers will continue to come, and that is why Anthropic is a multiple repeat customer.

We have guided the markets to 250 to 500 MW because that’s what we’re built for at this time, and we have reaffirmed that in my comments. Can we do more? Maybe. With the right EPC contractor, somebody like Fluor, with the right region where the labor is available, with the right mature and sophisticated regulatory framework and policy, absolutely. That’s why Lake Mariner and Cayuga Lake Hawkeye are worth so much more money today as a result of some of the things that Governor Hochul’s talking about. We’re focused on execution, and as long as we could eat what we have on our plate, then we could ask for more in the next round of service. In terms of dialogue, what’s changed? For us, not a whole lot. We think about dialogue and these projects in two primary ways.

One is with the community in the region that we’re at. Because we are power folks, we’ve always developed power plants with a great level of sensitivity to the region, to the local community, and sensibility towards what the regulatory framework is. Likewise, we’re talking to our customers about it. These customers are really, really smart. They know the difference between a queue position and a batch position versus a contract with an investment-grade credit to supply gig of power. That is where they are focused, and that’s how they’re prioritizing their time. I think it’s one reason why Muskie is seeing the kind of action it is in the data room today, is because people recognize when that project could come online and that it’s a very credible project.

We’re excited about where the market is today, and we look forward to continue to participate in its growth.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Thank you.

Conference Operator: The next question comes from Tim Horan of Oppenheimer. Please go ahead.

Tim Horan, Analyst, Oppenheimer: Thanks, guys. A question on execution, really. Obviously, the demand is incredibly strong, its relative execution is a question. Where are you guys or the industry, where are we getting more electricians and HVAC tradesmen, et cetera? Do you have the cost locked down for them? I guess, especially on the Anthropic contract, do you have the construction contracts locked down at this point? One of the reasons I mentioned, Elon Musk last night from SpaceX is talking about building up 10 gigawatts a year of capacity. How does the industry find the people to do this, and how do you compete against others looking for the same workers?

Paul Prager, Chairman and CEO, TeraWulf: Guys, if it’s okay, I’ll start. One of the things that we’re very excited about is our relationship with Fluor in the Kentucky project. They’re top quality, world-class EPC that we have a history with on the power side. The reason why we like them so much is because they’ve been really good at bringing in top quality talent, and locking them down in contract, for the performance of EPC duties on site. I think that’s one driver. The second thing is experience.

We grew up in the trades building power plants, we just have a lot of experience in working with the right subs and contractors. Again, we’re sort of risk-averse here. We like to sleep at night. We like to lock down pricing so that we could get comfortable. Early on, I think that was tougher in the space because there wasn’t, if you will, a reference design. Everyone needed to figure out how much man-hours and how much work needed to go into delivering a data haul. We have that reference design now, we could help our subs better understand the scope and the project, and therefore get them to take more risk with us, and give us a fixed price contract.

Tim Horan, Analyst, Oppenheimer: Thank you.

Paul Prager, Chairman and CEO, TeraWulf: Naz, did you want to add something?

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Sure. Just this is Nazar here, just to add to what Paul said, this gets back a little bit to the guidance that we have around the 250 to 500 per year. To the extent that the demand is there and we want it to do significantly more than that, finding those folks, as you correctly point out, is a challenge. As Paul mentioned, working with the Fluor of the world, building off the relationships that we have, both in jurisdictions that we’re operating in, but also properly sizing the opportunity is critical to the execution. That feeds into the discussions with the tenants and customers that we have as well. As you noted in the kind of the relative execution of what matters, if you have the power, you have the site.

Also the follow-through on being able to point to both the procurement of the equipment as well as the procurement of the labor required to support these projects is critical. Again, therefore, there is some bound that we have to work within as we think about our guidance as well. That’s part of the reason we have this 250-500 per year that we’ve been guiding towards.

Conference Operator: The next question comes from Mike Grondahl of Northland. Please go ahead.

Logan, Analyst (on behalf of Mike Grondahl), Northland: Hey, morning, guys. This is Logan on for Mike. Thanks for taking our question. First, kind of building off an earlier question, can you provide some additional insight into the demand and discussions for the now potential 2-gigawatt Muskie site relative to Hawesville? Then second, for Patrick, can you touch on how we should think about financing that development? Thank you.

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Hey, Logan, it’s Naz here. The discussions are pretty robust. We are engaged with all of the usual suspects with respect to that capacity. They are interested in not just kind of the initial tranche, but the total site over time as well. We’re working through with them the iterations on hardware and design and deployment, given that this could be kind of a multi-year process for the full site as well. So we’re deep in that. We are working through that heavily as we speak. So I think, as Paul mentioned earlier, demand remains very strong. That 2028 power, we think is becoming more and more kind of what’s left on the table. Most of that 2027 capacity is either sold or pretty close to being sold. So therefore, there is a heavy emphasis on 2028, and we’re finding a very strong demand.

Again, all of the usual suspects are working hard with us, and they’re working on that site.

Yeah.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Patrick.

This is Patrick. Yeah, regarding the second question. Look, I think you’ll see us follow the model that we opened up the markets to last October, which is something that kind of looks like project financing that can be a bond that’s amortizing or a term loan. I think our approach there is very different than the rest of the market, and that is on purpose. Our projects are not levered 95% or 100%. They are conservatively levered with a healthy equity layer. As I mentioned in my remarks, the WULF Compute project was 75/25 debt equity. It’s now being equitized even more, closer to 68/32. Again, I think for the debt markets to continue to take all this paper, you really have to distinguish yourselves. I think our approach is that we are not levered to the eyeballs like a lot of our peers.

We have conservative leverage, we generate very significant amount of deleveraging and amortization during the period. That is something I think you’ll continue to see us do at the Hawesville site, and you’ll continue to see us follow through on that at Muskie as well. Again, I do think, importantly, as I mentioned in my remarks, we have a flush balance sheet. We have enough liquidity to do pretty much almost everything that’s in our near-term order book today without returning to the equity capital markets. We will be back in the debt capital markets to finance Hawesville. I expect, likely sometime, probably first half of next year for Muskie.

Logan, Analyst (on behalf of Mike Grondahl), Northland: Thank you, guys. Congrats on the quarter.

Conference Operator: The next question comes from Stephen Glagola of KBW. Please go ahead.

Stephen Glagola, Analyst, KBW: Hi, thanks for the question. Paul, can you provide any more color on the three to five sites currently in active pursuit and final due diligence, particularly around power capacity under evaluation, geography, and maybe energization timing as well? Patrick, could you just provide any updates on where you stand with securing credit support on the Anthropic lease at Hawesville and who that counterparty is? Thank you.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Yeah. Hey, this is Patrick. Stephen, I’ll take the last one. I would just reiterate what we’ve said in that the Hawesville lease will be supported by an investment-grade credit. The fortunate position we are in, right, is we went to the market, did a large equity financing in April. We just sold the JV. We have a billion and a half of cash on balance sheet today. That’s plenty of runway. We don’t need to rush to the market. That was done on purpose, as we’ve talked about, because each time we had announced a deal in 2025, we had to run to the market to finance it right away. Here, right, we went front foot forward, playing offense. We have all that cash on our balance sheet.

We don’t need to run to the markets anytime soon, we’re going to prepare, we’ll go when we’re ready to go and when we think the markets are open to it. That’s our approach. I don’t know if you want, Paul, you want to say.

Paul Prager, Chairman and CEO, TeraWulf: In terms of the pipeline, you know what we actively are developing. I guess your question is with respect to, in slide 16, the phase four, the three to five pursued sites. If that’s the case, you should know that the same principle of regional diversity is driving those discussions. We have a team actively led by Kerri Langlais, which looks at dozens of sites real time. I think one of the sites of the three to five is certainly going to be our first effort at international data center development. We’ve had tremendous success developing power plants in a number of countries outside of the U.S. We think that we have the skill set to bring home a data center for customers that want to move to some of the better opportunities in Northern Europe. We’re very excited about that. We’re not there yet.

When we get there, we will let you know. We are talking real time to potential customers for that facility. We like the Midwest quite a bit. We like the Southeast quite a bit. We’re looking at sites, talking to our customers, asking what their needs are, where they think they’d want to be. Again, for us, it’s all about available power and our ability to quickly contract that power. The whole process of development isn’t one where you sort of pick a site, and you say, "Let’s think about, let’s go there," and you spend a lot of money. It’s a tremendous diligence effort that includes talking to the local community, talking to the political leadership, and speaking to customers about their relative interest in it before we sort of go further down the road.

That’s sort of what we do, and the opportunity set is pretty significant. I think, by the way, as a result of what’s happening in Texas and in New York, there’s a lot of projects, and everywhere else, by the way. A lot of projects are going to fall away because they’re not going to be credible, or they won’t have the requisite experience to develop it. Or they won’t have the cash to sort of post a collateral to get surety of power. I think there’ll be some additional opportunities for companies that are well-positioned, like TeraWulf, as a result of that.

Stephen Glagola, Analyst, KBW: Thank you.

Conference Operator: The next question comes from Chris Brendler of Rosenblatt Securities. Please go ahead.

Chris Brendler, Analyst, Rosenblatt Securities: Hey, thanks. Thanks for my question, congrats on the results here. I was just going to ask on the Fluidstack lease modifications. Wasn’t quite as sure through what drove the changes. Apparently, I feel like it’s coming from the client. Was it increased costs that you’re running into, or was it just modifications of design that caused those changes? The increase in equity, did that sell it that did not fall out of these changes? It was actually intentional to increase the equity, assuming to make the project more palatable for debt investors? Just want to get clarification there. Thanks.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: Yeah. Hey, Chris, it’s Patrick. I’ll address that. As we mentioned, these projects are complex, and the designs are evolving. As you know, we came up, and I tip my hat to our operations team that worked with Fluidstack, Google, and the customers. We came up with the reference national design that has been rolled out to other folks at our site at Lake Mariner last summer. That design has changed over time, particularly as our clients get more experience running the hardware. As Paul mentioned, it is a true partnership with them on site, and there’s a constant dialogue of, hey, can we tweak this or that? Many of those are design changes or what’s called tenant fit out, right?

To give you an idea, at CB3, I think we had about 43 tenant fit-out requests that were design changes, and each of those has a cost impact and has a schedule impact. There’s an active dialogue around all of those that candidly ripples through the entire ecosystem, not just TeraWulf’s project. What you’re hearing from us is those impacts were about $150 million at Lake Mariner that TeraWulf, in a series of negotiations, agreed to fund, that is being recovered over the 10-year lease term. That recovery, just for those items, is over $300 million of rent. We’re effectively receiving a mid-teens return in line with the yield on cost on the lease on those items. As you point out, we very easily could have debt financed those. We specifically chose not to.

The resulting impact is, again, if you take those changes along with the move from 162 to 168 critical megawatts, it’s over $500 million of additional revenue over the initial lease term. That is extremely powerful from a debt de-leveraging perspective. Not only are we adding additional equity layer into the project, but the amortization and de-leveraging profile of the project and cash flow profile of the project has significantly increased. Again, I think that’s a different approach that our team is taking as opposed I have a saying internally, just because you can, doesn’t mean you should. Leverage is great, but I think we want to be very balanced with it, particularly as we build and operate brand-new projects.

Chris Brendler, Analyst, Rosenblatt Securities: That’s fantastic, Cora. Thanks so much for that. One quick follow-up. Maybe not quick. We’ve seen a governor take action in both New York and Texas now. Very recently, very rapid sort of change in political tone here in those states. How do you feel about the political situation in West Virginia and Maryland at this point, and Kentucky? Thanks.

Paul Prager, Chairman and CEO, TeraWulf: Yeah. I don’t think we’ve seen anything that we should be surprised about. We have stated all along that ultimately, listen, data centers are very important. It’s also important that they’re done right. I think everyone’s sort of getting there, and that’s why in my remarks, I said we don’t want to pretend that that’s not going to happen. We’re quite confident it’s going to happen, and therefore, we develop our projects so we could be in front of that and proactive, and be able to affirm to the regulators and the political leadership, and the local communities that we are the responsible, credible folks doing this. Listen. You will always have people who can be particularly loud, who don’t want progress, who don’t want power plants, who don’t want data centers. The reality is, we need power in our country.

We’re very short, and we need data centers. The contribution of both power and data, it’s what made America such a great country. I think in Maryland, we’ve gone to an industrial site. It’s an existing power facility down from a much larger coal facility. We’re going to work with the state to clean that up. That’s a benefit to the state. We’re going to bring jobs. That’s a benefit to the state. Maryland is desperately short of power, so we’ll be a surplus generator to the grid. That’s a tremendous benefit to the state. We have a close relationship with both the local community and the leadership in the state to enable us to move ahead there, and we’re very excited about it.

Maryland also happens to be one of the most important, from a value perspective, territories in terms of data center use, particularly that Washington, D.C. corridor. I think Maryland, we feel great about it. Kentucky, it’s like winning the lottery to work with Governor Andy and his team in Kentucky. We have never felt so welcome as we do in the local communities. Again, this is brownfield sites that we are bringing jobs, we’re cleaning them up. We’re generating important tax revenue, which supports school systems, it supports highways. It’s just fantastic. Kentucky and Maryland, we’re very excited about. You mentioned West Virginia. It’s an area that we study a lot. We like it a lot. We think, again, they want to win and create an opportunity and business environment where we could do a win-win.

As I mentioned when we talked about development, the regulatory framework, the political horizons, these are all things that we contemplate. Remember, we’re building power and data centers that are going to be around for 20 to 30 years. We try not to worry too much about moment-to-moment areas of people exercising their voices, sometimes in the most aggressive ways. We think about

What does the state and local community want and need, and how could we be responsive to it and create a win-win for everyone? We have not been deterred in any of our sites that are currently active or in the pipeline in any real material way.

Chris Brendler, Analyst, Rosenblatt Securities: Great. Thanks so much for all that color. Appreciate it, Paul.

Conference Operator: Our last question comes from Michael Funk of Bank of America. Please go ahead.

Michael Funk, Analyst, Bank of America: Yeah. Thank you for fitting me in. Maybe just quickly, you touched a few times on some of the constraints with labor, particularly electrical labor. Also highlighted estimate for cost per megawatt. Just wondering what protections do you have in your contracts for rising costs? Maybe how those costs are impacting development yields or returns projected. Love to hear any comments there.

Nasir Khan, Chief Technology Officer (CTO), TeraWulf: Sure. This is Nazar here. When we are in the middle of negotiating a lease, as we just did with Anthropic for the Justified site. On the front end, the two large components of cost are really the labor component, and the second is the equipment component. On the equipment side, usually, we have these 12-month rolling forecasts with our various vendors, and we’ve got a pretty good sense of where those costs are. Those costs from an equipment perspective, when we’re signing up that lease, are usually, we’ve got deposits down and have firmed up those prices, or we’re about to. We’ve got decent visibility with respect to the equipment side of things.

On the labor side, there’s, I would say, kind of the two levers there are just the number of labor hours required to complete the job and the cost per hour of that labor. What we’ve been seeing is on a cost per hour basis, that’s been generally moving up. As more and more projects are moving forward, the scale is increasing. The per hour cost of that has been creeping up. It’s difficult to kind of pin that down exactly, especially for a construction cycle that’s 12 to 15 months long. What we do is, working with Fluor and other vendors that we have, is we try to put some parameters around that and awarding it to subcontractors and kind of locking in some sort of range with respect to that price.

Finally, just on the number of hours that are required, as we deliver more and more projects, particularly for customers that have a similar design or are using the same hardware, our ability to kind of map out the specific number of hours that are needed gets tighter over time as well. The yield that we’ve been targeting have kind of been in that mid-teens range. If you looked at what we’ve done with Anthropic and Fluidstack prior to that, we’ve been in that range. We’ve been able to maintain that. We’ve likely been able to kind of have some pricing benefit on our side with each successive contract as well. Again, from a cost management perspective, the equipment, we usually have a pretty good handle on when we sign that agreement. With labor, we’ve got some balance around it.

Again, as we’ve mentioned earlier, the challenge that we have on the labor piece is just that per hour labor cost. Again, we’ve got a view on what that creep could look like, but that’s where I think we have the most work to do. It’s not a perfect science, working with Fluor and others gives us a chance to kind of control that.

Michael Funk, Analyst, Bank of America: That was a great color. Thank you very much.

Patrick Fleury, Chief Financial Officer (CFO), TeraWulf: This is Patrick. Let me just address the yield question because that’s the right one. As I mentioned earlier, the most important part, is getting an adequate return on your capital. As I mentioned, the changes that we have processed are generating over $500 million of revenue over the lease term, so we are recovering the incremental cost. I think that is the very important point, right? As Naz just mentioned, we are very open with our customers that we need a mid-teens return. That is simply because if your WAC is not below your yield on cost, by definition, there is no equity value. If you take the way we finance projects, call it at roughly 80/20, just to make math simple. If your debt costs 6%, 6.5%, that’s five points of WAC.

If your equity costs 25%, that’s another five points of WAC. Your WAC is 10% in that example. For us to sign a deal that is accretive to our equity, the yield on cost has to be greater than the WAC. I’ve sort of seen some folks in our market signing deals that appear where their WAC is actually in excess of the yield they’re earning on the lease. Like that doesn’t work. That’s kind of called real estate, where you buy something and you pray and hope that in 10 or 20 years it’s worth more. That’s not the game we’re in. We are creating tangible, real equity value for our shareholders day one.

Michael Funk, Analyst, Bank of America: That was all very clear and helpful. Thank you, guys.

Conference Operator: This concludes our question and answer session. The conference has now also concluded. Thank you for attending today’s presentation, and you may now disconnect.