Business Context and Reporting Period
Company: TeraWulf Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 31, 2025
Event: Completion of a private offering of 0.00% Convertible Senior Notes due 2032.
Key Financial Metrics
| Metric | Value |
|---|---|
| Aggregate Principal Amount of Notes | $1.025 billion |
| Net Proceeds | Approximately $999.7 million |
| Offering Price | 100% of principal amount |
| Interest Rate | 0.00% (No regular interest; special interest payable only upon reporting default) |
| Maturity Date | May 1, 2032 |
| Initial Conversion Price | Approximately $19.94 per share |
| Initial Conversion Rate | 50.1567 shares per $1,000 principal |
Material Changes and Transaction Details
The Company completed a $1.025 billion offering of convertible senior notes, which included the full exercise of an option to purchase an additional $125.0 million in notes by the Initial Purchasers (Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co.). The notes are senior unsecured obligations and were sold to qualified institutional buyers under Rule 144A.
- Use of Proceeds: Funding a portion of the construction costs for a data center campus in Abernathy, Texas, and for general corporate purposes.
- Conversion Terms: Notes are convertible only upon specific events prior to February 1, 2032. Thereafter, holders may convert at any time until the maturity date. Settlement may be in cash, shares, or a combination at the Company's election.
- Redemption: The Company may not redeem the notes prior to May 6, 2029. Redemption is permitted thereafter if the stock price exceeds 130% of the conversion price for a specified period.
- Fundamental Change: Holders may require the Company to repurchase notes at 100% of principal plus accrued special interest if a "fundamental change" occurs.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful closing of the capital raise intended to support the Abernathy, Texas data center project. The Company does not intend to file a shelf registration statement for the resale of the notes or underlying shares.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Actual results may differ due to market conditions, the completion of the offering on anticipated terms, and other risk factors detailed in the Company's Annual Report on Form 10-K filed on March 3, 2025. The notes are unregistered securities and may not be offered or sold in the U.S. absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the full text of the Indenture (Exhibit 4.1) for specific covenants and default conditions.
- Confirm the impact of the $1.025 billion debt on the Company's leverage ratios and liquidity position.
- Monitor the construction progress and capital expenditure requirements for the Abernathy, Texas data center campus.
- Review the Company's stock price relative to the $19.94 conversion price to assess potential dilution or redemption triggers.
- Check for any subsequent filings regarding the registration of shares issuable upon conversion.