TeraWulf prices $425M 2.75% convertible notes due 2030, repurchases $115M stock

TERAWULF INC.

$425M aggregate principal amount of 2.75% Convertible Senior Notes due 2030; conversion premium 32.5% (initial conversion price ~$8.48/share based on $6.40 close).
Concurrent $115M repurchase of ~17.97M shares at $6.40 per share from note purchasers.
Capped call transactions with initial cap price $12.80/share (100% premium) to reduce dilution; net proceeds ~$414.9M ($488.1M if greenshoe exercised).
Proceeds: ~$51M for capped calls, $115M for repurchase, remainder for HPC infrastructure expansion and general corporate purposes.
Updated risk factors disclose SEC inquiry related to short seller allegations about electricity sources; Company cooperating.

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