Business Context and Reporting Period
This Form 8-K Current Report was filed by TeraWulf Inc. on November 25, 2025. The filing announces a material modification to the rights of security holders regarding the Company's Series A Convertible Preferred Stock.
Key Financial Metrics and Capital Structure
The filing does not report revenue, profit, cash flow, or operating margins. It focuses exclusively on capital structure changes:
- Current Common Stock Outstanding: Approximately 419 million shares.
- Convertible Preferred Stock Conversion Price: $10.00 per share.
- Trigger Condition Met: Common stock price exceeded $13.00 (130% of conversion price) on at least five trading days between November 4, 2025, and November 24, 2025.
- Projected Post-Conversion Common Stock: Approximately 420 million shares (an increase of ~1.215 million shares).
Material Changes Versus Prior Period
The primary material change is the initiation of a Mandatory Conversion of all outstanding Series A Convertible Preferred Stock into Common Stock. This action is triggered by the Company's right under the Certificate of Designations following the third-year anniversary of the initial issue date and the sustained trading price of the Common Stock above the 130% threshold.
Guidance, Outlook, and Management Commentary
- Mandatory Conversion Date: Set for December 9, 2025.
- Settlement Timeline: Expected on or before December 11, 2025.
- Dividend Impact: No additional dividends will accrue or be payable on the Convertible Preferred Stock following the settlement.
- Optional Conversion: Holders may voluntarily convert prior to the close of business on December 8, 2025, though such conversions will not include accrued and unpaid regular dividends on and after the conversion date.
- Forward-Looking Statements: The Company includes standard disclaimers regarding uncertainties related to market conditions and the completion of the conversion on anticipated terms.
Investor Verification Checklist
- Verify the exact number of Series A Convertible Preferred Stock shares outstanding to confirm the 1.215 million share conversion estimate.
- Review the Certificate of Designations (filed March 16, 2022) for specific terms regarding dividend accruals and conversion mechanics.
- Monitor the Common Stock trading price to ensure it remains above the $13.00 threshold if the conversion were to be challenged or if market conditions shift prior to the December 9 date.
- Confirm the final settlement date and the exact share count issued upon completion of the Mandatory Conversion.