TeraWulf Inc. Announces Upsize and Pricing of $850 Million Convertible Notes Offering
EASTON, Md., Aug. 18, 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 the upsize and pricing of its offering of $850 million aggregate principal amount of 1.00% Convertible Senior Notes due 2031 (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:
$850 million 1.00% Convertible Senior Notes offering (32.50% conversion premium)
Capped call transactions entered into in connection with the 1.00% Convertible Senior Notes due 2031 with an initial cap price of $18.76 per share of common stock, which represents a 100% premium to the closing sale price of TeraWulf's common stock on August 18, 2025
TeraWulf has granted the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $150 million aggregate principal amount of the Convertible Notes. The offering is expected to close on August 20, 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 $828.7 million (or approximately $975.2 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 approximately $85.5 million of the net proceeds from the offering to pay the cost of the capped call transactions (as described below) with the remaining net proceeds to be used to finance a portion of the Company's data center expansion and for general corporate purposes.
Additional Details of the Convertible Notes:
The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026. The Convertible Notes will mature on September 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to June 1, 2031, 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 Company's ability to elect to settle conversions in shares of common stock will be subject to its receipt of stockholder approval for an increase in the number of the Company's authorized shares of common stock. The conversion rate will initially be 80.4602 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $12.43 per share of the common stock). The initial conversion price of the Convertible Notes represents a premium of approximately 32.50% to the $9.38 closing price per share of the common stock on The Nasdaq Capital Market on August 18, 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 ...
