[8-K] TERAWULF INC. Reports Material Event

Rhea-AI Filing Summary

TeraWulf Inc. announced an intention to offer $500 million aggregate principal amount of convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The company also plans to grant initial purchasers a 13‑day option to buy up to an additional $75 million of notes, beginning on and including the date the notes are first issued.

The potential offering is subject to market conditions and other factors. The company stated this announcement does not constitute an offer to sell or a solicitation to buy any securities.

Insights

Capital markets analyst

Large private convertible note plan; size disclosed, terms pending.

TeraWulf plans a private Rule 144A sale of convertible senior notes totaling $500 million, due 2032, with an initial purchasers’ option for an additional $75 million. This structure targets qualified institutional buyers and is commonly used for speed and flexibility.

Completion is explicitly stated as subject to market conditions and other factors, so activity depends on investor demand and pricing outcomes. Key economic terms (coupon, conversion premium, and any caps) were not included in this announcement.

Next steps typically include a pricing update and final terms; actual impact will hinge on the final coupon and conversion features if the transaction proceeds.

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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): October 29, 2025

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 21601

(Address of principal executive offices) (Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨	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, $0.001 par value 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 8.01. Other Events.

On October 29, 2025, TeraWulf Inc. (the "Company") issued a press release announcing its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of convertible senior notes due 2032 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, and to grant to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $75 million aggregate principal amount of the notes. A copy of the press release announcing the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the offering, the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of TeraWulf’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated October 29, 2025, announcing the offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 29, 2025	TERAWULF, INC.
	By:	/s/ Patrick A. Fleury
	Name:	Patrick A. Fleury
	Title:	Chief Financial Officer

FAQ

What did TeraWulf (WULF) announce?

TeraWulf announced its intention to offer $500 million of convertible senior notes due 2032 in a private offering under Rule 144A.

Is there an option to increase the WULF offering size?

Yes. Initial purchasers may buy up to an additional $75 million of notes within a 13-day period starting on the first issue date.

Who can buy the WULF convertible notes?

The notes are intended for qualified institutional buyers in a private offering conducted under Rule 144A.

When do the WULF notes mature?

The convertible senior notes are due in 2032.

Is the WULF offering guaranteed to occur?

No. The company said it is subject to market conditions and other factors.

Is this an offer to sell WULF securities?

No. The company stated this announcement does not constitute an offer to sell or a solicitation to buy any securities.