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TeraWulf (NASDAQ: WULF) sells 54.5M shares to fund data center build and repay bridge debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TeraWulf Inc. completed a large common stock offering, selling 54,510,000 shares at $19.00 per share, generating approximately $1,004.3 million in net proceeds. The transaction included 47,400,000 base shares plus 7,110,000 additional shares from the underwriters’ fully exercised option.

TeraWulf plans to use the cash to fund construction of its planned data center campus in Hawesville, Kentucky, including repaying in full amounts outstanding under its bridge credit facility. Remaining funds are earmarked for future site acquisitions and general corporate purposes, supporting its strategy in high-performance computing and bitcoin mining infrastructure.

Positive

  • TeraWulf generated approximately $1,004.3 million in net proceeds from the common stock offering, providing substantial capital to fund expansion and strengthen its balance sheet.
  • The company plans to repay in full amounts outstanding under its bridge credit facility using offering proceeds, reducing short-term financing risk and reliance on bridge debt.
  • Proceeds are allocated to build the Hawesville, Kentucky data center campus and support future site acquisitions, directly funding growth in high-performance computing and bitcoin mining infrastructure.

Negative

  • The offering involved issuing 54,510,000 new shares of common stock, representing a significant equity issuance that is likely to be dilutive to existing shareholders.
  • All proceeds come from a primary equity raise, increasing the company’s share count rather than funding expansion through internally generated cash or non-dilutive financing.

Insights

TeraWulf raises about $1.0B via a sizable primary equity offering to fund growth and repay bridge debt.

TeraWulf sold 54,510,000 common shares at $19.00 each, including the full 7,110,000-share underwriters’ option, for net proceeds of about $1,004.3 million. The deal was underwritten by major banks, with Morgan Stanley as lead bookrunner.

Proceeds are designated to fund construction of the Hawesville, Kentucky data center campus, repay its bridge credit facility in full, and support future site acquisitions and general corporate needs. This converts short-term bridge financing into permanent equity capital while scaling infrastructure for AI, HPC, and bitcoin mining.

The transaction is large and likely dilutive to existing shareholders, but it materially strengthens the balance sheet and finances growth projects. Future updates on Hawesville construction progress and deployment of this capital in upcoming filings will clarify the economic return on this equity raise.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base shares offered 47,400,000 shares Common stock sold under underwriting agreement
Underwriters’ option shares 7,110,000 shares Additional common stock from fully exercised 30-day option
Total shares sold 54,510,000 shares Total common stock in the completed offering
Offering price $19.00 per share Public offering price for common stock
Net proceeds $1,004.3 million Net cash raised after underwriting discounts and expenses
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
prospectus supplement regulatory
"as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission"
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
"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.
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.
forward-looking statements regulatory
"This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 14, 2026

 

TERAWULF INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-41163 87-1909475
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

9 Federal Street
Easton, Maryland
(Address of principal executive offices)		   21601
(Zip Code)

 

Registrant’s telephone number, including area code: (410) 770-9500

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common stock, par value $0.001 per share   WULF   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 14, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell 47,400,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $19.00 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 7,110,000 shares of Common Stock (the “Optional Shares”). The Offering, including the sale of the Optional Shares, closed on April 16, 2026.

 

The net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, were approximately $1,004.3 million.

 

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

 

The sale of Common Stock was made pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-295042) (the “Registration Statement”), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2026, and a final prospectus supplement, dated April 14, 2026, filed with the SEC on April 16, 2026 pursuant to Rule 424(b) under the Securities Act.

 

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

Item 8.01Other Events.

 

On April 16, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1  Underwriting Agreement, dated April 14, 2026, by and among TeraWulf Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein.
5.1   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1   Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
99.1   Press release issued by TeraWulf Inc., dated April 16, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 16, 2026

 

  TERAWULF INC.
   
  By: /s/ Patrick A. Fleury
    Name: Patrick A. Fleury
    Title: Chief Financial Officer

 

3

 

 

Exhibit 99.1

 

TeraWulf Announces Closing of Common Stock Offering

 

EASTON, Maryland. — April 16, 2026 — TeraWulf Inc. (NASDAQ: WULF) (the “Company” or “TeraWulf”) today announced the closing of its previously announced public offering of 54,510,000 shares of its common stock (the “Offering”) at a price of $19.00 per share, including the full exercise by the underwriters of their option to purchase up to an additional 7,110,000 shares of common stock.

 

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. BofA Securities, Citigroup, TD Cowen and Wells Fargo Securities are acting as joint bookrunners. Citizens Capital Markets and Santander are acting as co-managers. Cantor Fitzgerald is serving as the Company’s equity capital markets advisor.

 

The Offering was 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 was 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 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did TeraWulf (WULF) announce in its latest Form 8-K?

TeraWulf announced the closing of a large common stock offering, selling 54,510,000 shares at $19.00 per share. The transaction generated approximately $1,004.3 million in net proceeds, which will fund data center construction, debt repayment, and general corporate purposes.

How many shares did TeraWulf (WULF) sell and at what price?

TeraWulf sold a total of 54,510,000 common shares at a public offering price of $19.00 per share. This includes 47,400,000 base shares plus 7,110,000 additional shares issued after the underwriters fully exercised their 30-day option.

How much money did TeraWulf (WULF) raise from the stock offering?

TeraWulf raised approximately $1,004.3 million in net proceeds from the common stock offering. This figure is after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company to complete the transaction.

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

TeraWulf intends to use net proceeds to fund construction of its planned Hawesville, Kentucky data center campus, repay in full amounts outstanding under its bridge credit facility, and support future site acquisitions and general corporate purposes tied to its infrastructure growth plans.

Who underwrote TeraWulf’s (WULF) common stock offering?

Morgan Stanley & Co. LLC acted as lead bookrunning manager, with BofA Securities, Citigroup, TD Cowen, and Wells Fargo Securities as joint bookrunners. Citizens Capital Markets and Santander served as co-managers, and Cantor Fitzgerald advised on equity capital markets aspects.

Under what registration statement was the TeraWulf (WULF) offering made?

The sale of common stock was conducted under TeraWulf’s effective shelf registration statement on Form S-3ASR, file number 333-295042. It was supplemented by a preliminary and a final prospectus supplement filed with the SEC under Rule 424(b).

Filing Exhibits & Attachments

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Press Releases

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