TeraWulf Announces Pricing of Upsized Common Stock Offering

TeraWulf (NASDAQ: WULF) priced an upsized public offering of 47,400,000 shares at $19.00 per share for gross proceeds of approximately $900 million, up from $800 million.

Rhea-AI Summary

TeraWulf (NASDAQ: WULF) priced an upsized public offering of 47,400,000 shares at $19.00 per share for gross proceeds of approximately $900 million, up from $800 million. The offering is expected to close on April 16, 2026.

The company granted a 30-day underwriter option for an additional 7,110,000 shares. Net proceeds will fund construction of the Hawesville, Kentucky data center campus, repay the bridge credit facility in full, fund future site acquisitions and general corporate purposes. Morgan Stanley is lead bookrunning manager; Cantor Fitzgerald is equity capital markets advisor.

Positive

• Gross proceeds of approximately $900 million
• Offering upsized from $800 million
• 47.4 million shares priced at $19.00 per share
• Use of proceeds targeted to Hawesville data center construction
• Intent to repay bridge credit facility in full

Negative

• Share issuance of 47.4 million may dilute existing shareholders
• Underwriters' 30-day option for 7.11 million additional shares could increase dilution
• Closing is subject to customary conditions, so proceeds are not guaranteed

Argus Apr 15 session

-6.11% close to close Open Argus

Details

News Market Reaction – WULF

On Apr 15, the first trading day after this news, WULF closed 6.11% below the previous close.

Data tracked by StockTitan Argus for the Apr 15 session.

Key Figures

Shares offered: 47,400,000 shares Offering price: $19.00 per share Gross proceeds: $900 million +5 more

Shares offered

47,400,000 shares

Common stock offering size

Offering price

$19.00 per share

Public common stock offering

Gross proceeds

$900 million

Upsized common stock offering

Prior target size

$800 million

Original common stock offering amount

Over-allotment shares

7,110,000 shares

30-day underwriters’ option

Bridge facility

$500 million

Bridge Credit Facility to be repaid with proceeds

Shares outstanding

435,381,960 shares

As of April 10, 2026 per 424B5/S-3ASR

Authorized common stock

950,000,000 shares

Authorization under S-3ASR shelf prospectus

Previous Offering Reports

5 past events · Latest: Oct 31

Same Type 5 events

1. Oct 31

   Convertible notes closing

   24h Move

   +3.9%

   Closed $1.025 billion 0.00% convertible notes due 2032.

2. Oct 29

   Convertible notes pricing

   24h Move

   +2.2%

   Upsized $900.0 million 0.00% convertible notes with 37.5% premium.

3. Oct 14

   Secured notes proposal

   24h Move

   +10.4%

   Proposed $3.2 billion senior secured notes for Lake Mariner expansion.

4. Aug 22

   Greenshoe exercised

   24h Move

   -2.5%

   Full exercise of greenshoe in $1.0 billion 1.00% convertible notes deal.

5. Aug 18

   Convertible notes upsized

   24h Move

   -6.4%

   Upsized $850 million 1.00% convertible notes due 2031 with cap calls.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

public common stock offering, underwriters, underwriting discounts and commissions, bridge credit facility, +4 more

8 terms

public common stock offering financial

"announced the pricing of its previously announced public common stock offering"

A public common stock offering is when a company sells new shares of its ordinary ownership to the general investing public, typically through the stock market, to raise cash for growth, debt repayment, or other needs. For investors it matters because it increases the number of outstanding shares—similar to slicing a pie into more pieces—which can dilute each existing share’s claim on profits and may change the share price and trading liquidity.

underwriters financial

"TeraWulf has granted the underwriters of the Offering a 30-day option"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

underwriting discounts and commissions financial

"at the public offering price, less underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

bridge credit facility financial

"including repayment in full of amounts outstanding under its bridge credit facility"

A bridge credit facility is a short-term loan arranged to cover a company’s immediate cash needs until a longer-term financing—like a bond issue, bank loan or equity raise—is completed. Think of it as a temporary bridge that keeps operations running while a permanent funding route is built; for investors it affects near-term liquidity, interest costs and refinancing risk, and can signal how urgently a company needs capital.

lead bookrunning manager financial

"Morgan Stanley is acting as lead bookrunning manager for the Offering"

The lead bookrunning manager is the principal investment bank or financial firm that organizes and runs a new securities offering, coordinating pricing, marketing, and the allocation of shares to investors. Think of it as the project manager for a fundraising sale—its reputation, judgment on pricing, and distribution choices influence how smoothly the deal goes, how much capital the issuer raises, and the initial trading behavior that matters to investors.

equity capital markets advisor financial

"Cantor Fitzgerald is serving as the Company’s equity capital markets advisor"

An equity capital markets advisor is a specialist who helps companies raise money by selling shares, guiding decisions on timing, pricing, investor outreach and regulatory steps. Like a real estate agent for a company’s stock, the advisor shapes how appealing an offering looks to buyers and how much ownership existing shareholders may give up, so their advice can materially affect a company’s valuation, dilution and the market reception of a share sale — all key concerns for investors.

prospectus supplement regulatory

"The Offering is being made by means of a prospectus supplement under TeraWulf’s"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"prospectus supplement under TeraWulf’s effective shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EASTON, Md., April 14, 2026 (GLOBE NEWSWIRE) -- TeraWulf Inc. (NASDAQ: WULF) (the “Company” or “TeraWulf”) today announced the pricing of its previously announced public common stock offering (the “Offering”). The Company priced 47,400,000 shares at $19.00 per share, for gross proceeds of approximately $900 million, upsized from $800 million. The Offering is expected to close on April 16, 2026, subject to customary closing conditions.

TeraWulf has granted the underwriters of the Offering a 30-day option to purchase up to an additional 7,110,000 shares of common stock at the public offering price, less underwriting discounts and commissions.

TeraWulf intends to use the net proceeds from the Offering to fund a portion of the construction costs for its planned data center campus in Hawesville, Kentucky, including repayment in full of amounts outstanding under its bridge credit facility, as well as for future site acquisitions and general corporate purposes.

Morgan Stanley is acting as lead bookrunning manager for the Offering. Cantor Fitzgerald is serving as the Company’s equity capital markets advisor.

The Offering is being made by means of a prospectus supplement under TeraWulf’s effective shelf registration statement on Form S-3ASR, as filed with the Securities and Exchange Commission (the “SEC”).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering may be made only by means of a prospectus supplement relating to such Offering and the accompanying prospectus. Copies of the final prospectus supplement for the Offering and the accompanying prospectus, when available, can be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com, telephone: (866) 718-1649.

About TeraWulf

TeraWulf develops, owns, and operates environmentally sustainable, industrial-scale data center infrastructure in the United States, purpose-built for high-performance computing (HPC) hosting and bitcoin mining. Led by a team of veteran energy infrastructure entrepreneurs, TeraWulf is committed to delivering scalable, low-carbon compute capacity for next-generation AI and HPC customers.

Cautionary Statement Regarding Forward-Looking Statements

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact, including statements about beliefs, expectations, targets or goals and the use of proceeds of the Offering, are, or may be deemed to be, forward-looking statements. Forward-looking statements are typically identified by words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions. Without limiting the generality of the preceding sentence, any time we use forward-looking statements, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not-forward-looking.

These forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

• the ability to complete our data center campuses and future strategic growth initiatives in a timely manner or within anticipated cost estimates;
• the ability to attract additional customers to lease our HPC data centers;
• TeraWulf's ability to perform under its existing data center lease agreements;
• the need to raise additional capital to meet our business requirements in the future, which may be costly or difficult to obtain or may not be obtained (in whole or in part) and, if obtained, could significantly dilute the ownership interests of TeraWulf’s shareholders;
• the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf;
• adverse geopolitical or economic conditions, including a high inflationary environment and the implementation of new tariffs and more restrictive trade regulations;
• security threats or unauthorized or impermissible access to our data centers, our operations or our digital wallet;
• counterparty risk with respect to our digital asset custodian and our mining pool provider;
• employment workforce factors, including the loss of key employees;
• changes in governmental safety, health, environmental and other regulations, which could require significant expenditures;
• conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in the value of bitcoin;
• currency exchange rate fluctuations; and
• other risks, uncertainties and factors, including those set forth in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
  

These forward-looking statements reflect our views with respect to future events as of the date of this press release and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press lease. We anticipate that subsequent events and developments will cause our views to change. You should read this press release completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in TeraWulf’s filings with the SEC, which are available at www.sec.gov.

Investors:

Investors@terawulf.com

Media:

Media@terawulf.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did TeraWulf (WULF) price in the April 2026 offering and at what price?

TeraWulf priced 47,400,000 shares at $19.00 per share. According to the company, this pricing yields gross proceeds of approximately $900 million and represents an upsized offering from the previously announced $800 million.

When is the TeraWulf (WULF) offering expected to close and what conditions apply?

The offering is expected to close on April 16, 2026, subject to customary closing conditions. According to the company, closing remains contingent on satisfying standard requirements and finalizing documentation with the underwriters.

What will TeraWulf (WULF) use the net proceeds from the offering for?

The company intends to use proceeds to fund Hawesville data center construction, repay its bridge credit facility in full, acquire future sites, and for general corporate purposes. According to the company, proceeds have multiple earmarked uses.

Is there an overallotment option in the TeraWulf (WULF) April 2026 offering and how large is it?

Yes. TeraWulf granted underwriters a 30-day option to buy up to 7,110,000 additional shares at the offering price less discounts and commissions. According to the company, this option can increase the offering size if exercised.

Who is managing the TeraWulf (WULF) stock offering and where is the prospectus available?

Morgan Stanley is the lead bookrunning manager and Cantor Fitzgerald is the equity capital markets advisor. According to the company, final prospectus supplements will be available from Morgan Stanley’s prospectus department when issued.