TeraWulf Inc. Announces Upsize and Pricing of $900 Million Convertible Notes Offering

Rhea-AI Summary

TeraWulf (Nasdaq: WULF) announced an upsize and pricing of a $900.0 million private offering of 0.00% Convertible Senior Notes due 2032 with a 37.5% conversion premium and an initial purchasers' option for an additional $125.0 million. Net proceeds are expected to be approximately $877.6 million (or ~$999.7 million if the option is exercised). The company intends to use proceeds to fund construction of a data center campus in Abernathy, Texas and for general corporate purposes. Initial conversion rate is 50.1567 shares per $1,000 (initial conversion price ~$19.9375), and the notes mature on May 1, 2032.

Positive

• Expected net proceeds of $877.6M
• Upsize option could raise total proceeds to ~$999.7M
• Proceeds earmarked to fund Abernathy data center construction

Negative

• Potential issuance of ~45.14M shares if $900M fully converted
• Notes are senior unsecured obligations (no collateral protection)
• Conversion price ~$19.9375 could result in dilution if converted

Insights

Capital Markets Strategist

TeraWulf secured a large convertible note package to fund a Texas data center, raising ~$877.6M net (pre‑option).

The transaction issues $900M of 0.00% convertible senior notes due 2032 with an initial conversion price of $19.9375 (a 37.5% premium to the 10/29/2025 close of common stock) and a 13‑day option for up to an additional $125M. The company expects net proceeds of approximately $877.6M, or ~$999.7M if the option is exercised, and intends to use proceeds to fund construction of a data center campus in Abernathy, Texas and for general corporate purposes.

The deal structure limits cash interest cost (0.00% coupon) but creates potential equity dilution through conversion (initial rate 50.1567 shares per $1,000). Key near‑term items to watch are whether the purchasers exercise the option within 13 days and the closing on 10/31/2025. Over the medium term, monitor conversion activity, any special interest payments tied to reporting covenant events, and redemptions permitted after 5/6/2029 when the company may cash‑redeem if the stock trades above the specified threshold.

Treasury and Corporate Finance Analyst

The financing provides immediate capital for the Abernathy project while preserving near‑term cash interest savings.

Issuing senior unsecured convertibles that pay no regular interest preserves cash flow during construction while delivering ~$877.6M net proceeds; if the option is exercised net proceeds rise to ~$999.7M. The notes are convertible into cash, stock, or a mix at the company’s election, and the company cannot redeem until 5/6/2029, which limits early cash outlay but leaves long‑term dilution conditional on conversion mechanics.

Concretely, track three metrics: exercise of the $125M option (within 13 days), successful closing on 10/31/2025, and future conversion/redemption triggers (including the 130% stock threshold for redemption after 5/6/2029). These items shape cash planning, dilution timing, and the capital structure over the next 3–7 years.

EASTON, Md., Oct. 29, 2025 (GLOBE NEWSWIRE) -- TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, low-carbon digital infrastructure, today announced the upsize and pricing of its offering of $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Convertible Notes”). The Convertible Notes will be sold 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”).

Key Elements of the Transaction:

• The offering comprises $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (with a 37.5% conversion premium).
• TeraWulf has granted the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $125 million aggregate principal amount of the Convertible Notes.
• The offering is expected to close on October 31, 2025, subject to satisfaction of customary closing conditions.
  

Use of Proceeds:

The Company anticipates that the aggregate net proceeds from the offering will be approximately $877.6 million (or approximately $999.7 million if the initial purchasers exercise their option to purchase additional notes in full), 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.

Additional Details of the Convertible Notes:

The Convertible Notes will be senior unsecured obligations of the Company, they will not bear regular interest and the principal amount will not accrete. The Company will pay special interest, if any, at its election as the sole remedy relating to the Company’s failure to comply with its reporting obligations. The Convertible Notes will mature on May 1, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to February 1, 2032, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The Convertible Notes will be convertible into cash in respect of the aggregate principal amount of the Convertible Notes to be converted and cash, shares of the Company’s common stock (“common stock”) or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The conversion rate will initially be 50.1567 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $19.9375 per share of the common stock). The initial conversion price of the Convertible Notes represents a premium of approximately 37.5% to the $14.50 closing price per share of the common stock on The Nasdaq Capital Market on October 29, 2025. The conversion rate will be subject to adjustment in certain circumstances. In addition, upon conversion in connection with certain corporate events or a notice of redemption, the Company will increase the conversion rate.

The Company may not redeem the Convertible Notes prior to May 6, 2029. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after May 6, 2029, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption to holders at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest to, but excluding, the redemption date.

Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a cash repurchase price of 100% of their principal amount plus any accrued and unpaid special interest, if any, to, but excluding the applicable repurchase date.

The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, securities laws of any other jurisdiction, and the Convertibles Notes and such shares of common stock may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Convertible Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Convertible Notes, nor shall there be any sale of the Convertible Notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 terms of the notes, the completion, timing and size of the offering of the notes and 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

What size convertible notes offering did TeraWulf (WULF) price on October 30, 2025?

TeraWulf priced a $900.0 million offering of 0.00% Convertible Senior Notes due 2032 with a $125.0 million option for additional notes.

How much net cash will TeraWulf (WULF) receive from the convertible notes offering?

TeraWulf expects approximately $877.6 million net proceeds, or ~$999.7 million if the initial purchasers exercise their full option.

What is the initial conversion price and conversion rate for WULF convertible notes?

Initial conversion rate is 50.1567 shares per $1,000 principal (equivalent to an initial conversion price of ~$19.9375 per share).

How will TeraWulf (WULF) use proceeds from the October 2025 convertible notes offering?

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

When do the WULF convertible notes mature and when are they redeemable by the company?

The notes mature on May 1, 2032; the company may redeem notes for cash on or after May 6, 2029 subject to specified price and trading-day conditions.

How many shares could be issued if TeraWulf’s $900M convertible notes are fully converted?

At the initial conversion rate, full conversion of $900M would result in approximately 45.14 million shares (about 51.41 million if the $125M option is also converted).