TeraWulf Upsizes Convertible Senior Notes Offering to $900 Million
TeraWulf Inc. (Nasdaq: WULF), a U.S.-based digital infrastructure company, announced an increase and final pricing for its Convertible Senior Notes offering. The total offering now stands at $900 million in principal amount. The zero-coupon notes mature in 2032 and will be sold privately to institutional investors under Rule 144A of the U.S. Securities Act of 1933.
The company has granted an initial option to buyers to purchase up to an additional $125 million of notes. The transaction is expected to close on October 31, 2025, subject to standard closing conditions.
Details and Terms of the Convertible Notes
The 0.00% Convertible Senior Notes can be converted into TeraWulf common stock under certain conditions before maturity. Each $1,000 note converts into approximately 50.16 shares, with a conversion price of $19.94 per share. This price is about 37.5% higher than TeraWulf’s stock price of $14.50 as of October 29, 2025.
- Maturity: May 1, 2032, unless redeemed or converted earlier.
- Conversion Rights: Convertible before February 1, 2032, only if specific conditions are met; convertible anytime after that until maturity.
- Conversion Settlement: TeraWulf may pay in cash, shares, or a combination upon conversion.
- Redemption Option: Notes cannot be redeemed before May 6, 2029. After that, redemption for cash is possible if stock trades at least 130% of the conversion price for 20 of 30 consecutive trading days.
- Investor Protection: Investors can require cash repurchase upon a “fundamental change,” such as mergers or major restructurings.
Use of Proceeds and Regulatory Information
TeraWulf expects to net approximately $877.6 million after fees and expenses. If the additional purchase option is fully exercised, proceeds could reach $999.7 million.
The company plans to use the proceeds to finance construction costs for its new data center campus in Abernathy, Texas. This facility will support TeraWulf’s focus on energy-efficient, low-carbon digital infrastructure. Remaining funds will be used for general corporate purposes.
The convertible notes and potential shares issuable upon conversion have not been registered under the U.S. Securities Act or other securities laws. They are offered only to qualified institutional buyers in a private placement under Rule 144A, allowing TeraWulf to raise capital without a full public registration.
