TeraWulf Inc. Announces Full Exercise of Greenshoe Option in $1.0 Billion Convertible Senior Notes Offering

Rhea-AI Summary

TeraWulf (Nasdaq: WULF), a zero-carbon digital infrastructure company, has successfully completed its convertible notes offering with the full exercise of the greenshoe option. Initial purchasers exercised their option to buy an additional $150 million of 1.00% Convertible Senior Notes due 2031, bringing the total offering to $1.0 billion.

The private placement, made to qualified institutional buyers under Rule 144A, generated net proceeds of $975.2 million after expenses. The company implemented additional capped call transactions with a cap price of $18.76, representing a 100% premium over the last reported stock price. TeraWulf allocated $100.6 million to fund the capped call transactions, with remaining proceeds designated for data center expansion and general corporate purposes.

Positive

• Successfully raised $1.0 billion through convertible notes offering
• Strong investor demand demonstrated by full exercise of greenshoe option
• Strategic implementation of capped call transactions to minimize potential dilution
• Significant capital secured for data center expansion

Negative

• Additional $1.0 billion in debt obligations through convertible notes
• Potential future dilution for shareholders if notes are converted
• Increased interest expense from 1.00% annual coupon payments

Insights

Finance & Investment Strategist

TeraWulf successfully raised $1B through convertible notes with favorable terms, significantly strengthening its financial position for expansion.

TeraWulf has completed a major capital raise with its $1.0 billion convertible senior notes offering, which includes the full exercise of the $150 million greenshoe option by initial purchasers. The 1.00% Convertible Senior Notes due 2031 were sold to qualified institutional buyers under Rule 144A, indicating strong institutional interest in the company's future.

The transaction's structure reveals strategic financial engineering. The 1.00% interest rate is exceptionally low in today's environment, minimizing the company's debt service burden. TeraWulf also implemented capped call transactions with a $18.76 cap price—representing a 100% premium over the current stock price—which effectively raises the conversion premium and reduces potential future dilution for existing shareholders.

After deducting costs, TeraWulf netted $975.2 million, with $100.6 million allocated to capped call transactions. The remaining proceeds will fund data center expansion and general corporate purposes. This capital raise substantially strengthens TeraWulf's balance sheet, providing runway to execute its growth strategy in both bitcoin mining and high-performance computing infrastructure.

What's particularly noteworthy is the successful completion of such a large offering relative to the company's size, demonstrating institutional confidence in TeraWulf's business model of developing predominantly zero-carbon digital infrastructure. The successful capital raise positions TeraWulf to accelerate its expansion plans and potentially capture market share in the evolving digital asset infrastructure space.

EASTON, Md., Aug. 22, 2025 (GLOBE NEWSWIRE) -- TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, predominantly zero-carbon digital infrastructure, today announced that the initial purchasers of 1.00% Convertible Senior Notes due 2031 (the “Convertible Notes”) have fully exercised their option to purchase an additional $150 million aggregate principal amount of notes. The option was exercised on August 21, 2025, and the purchase was completed on August 22, 2025. Including the greenshoe, the total principal amount of Convertible Notes sold in the offering was $1.0 billion.

The offering of Convertible Notes was made in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). 

In connection with the additional notes, the Company entered into additional capped call transactions with a cap price of $18.76, representing a premium of 100% over the last reported sale price of TeraWulf’s common stock.

Net proceeds from the offering, inclusive of the full greenshoe exercise, totaled approximately $975.2 million after deducting discounts, commissions and estimated offering expenses. The Company used $100.6 million of the net proceeds to fund the cost of the capped call transactions, with the remaining net proceeds allocated to the Company’s data center expansion and general corporate purposes.

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. 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 the Company’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 the Company’s filings with the SEC, which are available at www.sec.gov.

Investors:
Investors@terawulf.com

Media:
media@terawulf.com

FAQ

What is the size of TeraWulf's (WULF) convertible notes offering in 2025?

TeraWulf's convertible notes offering totaled $1.0 billion, including the full exercise of the $150 million greenshoe option.

What are the terms of WULF's 2025 convertible notes?

The notes are 1.00% Convertible Senior Notes due 2031, with a capped call structure having a cap price of $18.76, representing a 100% premium over the last reported stock price.

How much did TeraWulf raise in net proceeds from the convertible offering?

TeraWulf raised net proceeds of $975.2 million after deducting discounts, commissions, and estimated offering expenses.

How will TeraWulf use the proceeds from its 2025 convertible notes offering?

TeraWulf allocated $100.6 million for capped call transactions, with the remaining proceeds designated for data center expansion and general corporate purposes.

What is the significance of the greenshoe option in WULF's offering?

The full exercise of the greenshoe option to purchase an additional $150 million in notes demonstrates strong investor demand and allowed TeraWulf to maximize its capital raise.