CORRECTED: Google Doesn't Own TeraWulf Stock. It Owns 41 Million Warrants Struck at a Penny.

SharkWater Trading  •  Data Center Desk • Filings

Google Doesn't Own TeraWulf Stock. It Owns 41 Million Warrants Struck at a Penny.

September 27, 2026

Bottom Line Up Front

A Schedule 13G filed September 25, 2026 shows Google, through Alphabet and XXVI Holdings, beneficially owns 41,011,803 shares of TeraWulf (NASDAQ: WULF), or 7.6 percent of the class, entirely through warrants exercisable at $0.01 a share. Those warrants were not bought. They were issued as collateral for Google's guarantee of Fluidstack's lease obligations on the CB-5 data center at Lake Mariner, first disclosed in an August 2025 8-K at 32,568,197 shares and now roughly 8.4 million shares larger. WULF closed Friday, September 25 at $15.74, down 3.38 percent, as the broader neocloud group (IREN, NBIS, KEEL) sold off together. This is a credit-support arrangement wearing the market's favorite AI-partnership costume.

What the Filing Actually Says

The Schedule 13G names three reporting persons: Google LLC, XXVI Holdings Inc., and Alphabet Inc., the parent chain that owns and directs Google. All three certify a passive stake, meaning the securities were not acquired to influence control of the company. The 41,011,803 shares are described as issuable upon exercise of warrants that are currently exercisable or exercisable within 60 days. There is no open-market purchase anywhere in this document.

Go back to the source of those warrants and the picture sharpens. An August 14, 2025 Form 8-K discloses that Google received 32,568,197 warrant shares at a $0.01 strike price in exchange for guaranteeing Fluidstack's lease payments under the CB-5 lease at TeraWulf's Lake Mariner site. The warrants themselves were pledged to CB-5's construction lenders as security, released only once the guarantee takes effect at lease commencement. Google was not writing a check for equity. It was putting its balance sheet behind Fluidstack's rent so TeraWulf could get the CB-5 buildout financed.

A bank co-signing your mortgage isn't the same as a bank buying your house. It gets you the loan. It also means the bank's name is now on the paper, and if you miss a payment, the bank's exposure is the thing that gets called first.

The Stake Has Grown, and This Desk Can't Fully Explain Why Yet

The gap between the 32,568,197 shares in the August 2025 8-K and the 41,011,803 shares in this month's 13G is about 8.4 million shares. TeraWulf announced a 160 MW CB-5 lease expansion with Fluidstack in the interim, and the growth in the warrant count is consistent with additional collateral tied to that expansion. This desk has not confirmed that link against a specific filing, and is not asserting it as fact. It's the open thread worth pulling before treating this as a settled story.

Date	Filing	Warrant Shares	Strike
Aug 14, 2025	Form 8-K	32,568,197	$0.01
Sept 25, 2026	Schedule 13G	41,011,803	$0.01 (per originating 8-K)

Source: SEC EDGAR, Form 8-K filed Aug 14, 2025, and Schedule 13G filed Sept 25, 2026, both read via TeraWulf's own investor-relations filing mirror. TeraWulf's total shares outstanding, approximately 498.97 million, is aggregator-sourced (stockanalysis.com) and not independently confirmed against the company's own most recent 10-Q cover page.

The Bull Case

• Google's credit is doing real work. A guarantee from a company with Alphabet's balance sheet is what let TeraWulf and Fluidstack get CB-5's construction financed on favorable terms, without TeraWulf issuing dilutive cash equity to fund the buildout directly.
• The relationship is expanding, not shrinking. A larger warrant block points to a larger backstop, which points to a larger footprint at Lake Mariner. That's a vote of confidence in the underlying AI-hosting demand, even if it isn't a vote of confidence expressed through open-market stock purchases.
• Warrants at $0.01 pledged as loan collateral are not the same as an active seller. Nothing in this filing shows Google distributing or selling shares. The overhang is theoretical until exercised.

The Bear Case

• 41 million shares at a penny is functionally free stock. If those warrants are ever exercised in full, the dilution hits per-share value directly, and the cost basis to Google is close to nothing.
• A guarantee exists because the underlying credit needed one. Fluidstack's lease obligations required Google to co-sign in the first place. That is a data point about the counterparty risk in the deal, not just a marketing headline about "Google backing TeraWulf."
• It landed inside a real group-wide selloff. IREN, NBIS, WULF, and KEEL all closed lower Friday. Layering a growing, penny-strike dilution overhang onto a sector already digesting a confirmed Nebius GPU-rental price hike and a Sell rating on a neocloud peer is not a coincidence this desk is ready to wave off.

The SharkWater Take

I don't read this as a bullish Google-backs-TeraWulf headline, and I don't read it as a bearish Google-is-dumping-shares headline either, because neither is what the filing says. What it says is that TeraWulf's biggest AI-hosting partner is extending credit, not cash, and getting paid in cheap dilution for the privilege. That's a normal, sensible way to finance a data center buildout. It is not, on its own, a reason to pay up for the stock on the theory that Google's name is now attached to it. Until I can trace exactly which expansion agreement accounts for the extra 8.4 million warrant shares, I'm treating this as a data point inside the broader neocloud pullback, not a standalone thesis. I am not taking a position here off this filing alone.

Tight lines. — SharkWater

Educational and informational purposes only. Not personalized investment advice. All figures sourced as noted and accurate as of publication. Options involve substantial risk of loss. The author may hold positions in securities discussed. Do your own work.