TeraWulf Inc. Announces Closing of $1.025 Billion 0.00% Convertible Notes Offering

Rhea-AI Summary

TeraWulf (Nasdaq: WULF) completed a private offering of 0.00% Convertible Senior Notes due 2032 on Oct 31, 2025, selling an aggregate principal amount of $1.025 billion, which includes $125 million issued under an initial purchasers' option.

Net proceeds were approximately $999.7 million after deducting initial purchasers’ discounts, commissions and estimated offering expenses. The company intends to use the net proceeds to fund part of construction of a data center campus in Abernathy, Texas and for general corporate purposes. The notes were sold in a private Rule 144A offering to qualified institutional buyers.

Positive

• Aggregate principal of $1.025 billion sold in the offering
• Net proceeds of approximately $999.7 million for corporate use
• Proceeds earmarked to fund Abernathy, Texas data center construction

Negative

• Initial purchasers’ discounts, commissions and expenses reduced proceeds by ~$25.3 million

EASTON, Md., Oct. 31, 2025 (GLOBE NEWSWIRE) -- TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, low-carbon digital infrastructure, today completed its previously announced offering of 0.00% Convertible Senior Notes due 2032 (the “Convertible Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $1.025 billion, which includes $125 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the initial purchasers.

The net proceeds from the sale of the Convertible Notes were approximately $999.7 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by TeraWulf. The Company intends to use the net proceeds to fund a portion of the cost of construction of a data center campus in Abernathy, Texas and for general corporate purposes.

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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements concerning the anticipated use of proceeds from the offering. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “seek,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “strategy,” “opportunity,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) the ability to mine bitcoin profitably; (2) TeraWulf’s ability to attract additional customers to lease its HPC data centers; (3) TeraWulf’s ability to perform under its existing data center lease agreements; (4) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (5) the ability to implement certain business objectives, including its bitcoin mining and HPC data center development, and to timely and cost-effectively execute related projects; (6) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (7) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; and (10) other risks and uncertainties detailed from time to time in TeraWulf’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. 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.

Contacts:

Investors: Investors@terawulf.com

Media: media@terawulf.com

FAQ

How much did TeraWulf (WULF) raise with the Oct 31, 2025 convertible notes offering?

TeraWulf sold $1.025 billion aggregate principal amount of notes and received net proceeds of ~$999.7 million.

What are the terms of the notes TeraWulf (WULF) issued on Oct 31, 2025?

The company issued 0.00% Convertible Senior Notes due 2032 in a private Rule 144A offering to qualified institutional buyers.

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

The company intends to fund part of the construction of a data center campus in Abernathy, Texas and use remaining proceeds for general corporate purposes.

Did TeraWulf (WULF) exercise an option related to the convertible notes offering?

Yes, the aggregate includes $125 million of notes issued pursuant to an option granted to the initial purchasers.

How much did offering costs reduce TeraWulf's (WULF) proceeds from the convertible notes?

Offering discounts, commissions and estimated expenses reduced proceeds to ~$999.7 million, about $25.3 million below the aggregate principal.

Was the TeraWulf (WULF) convertible notes offering public or private and who could buy it?

The offering was a private Rule 144A placement sold to persons reasonably believed to be qualified institutional buyers.