TERAWULF INC. (WULF): debt financing — TeraWulf closes $850M 1.00% convertible notes due 2031; funds data center buildout

TERAWULF INC.

Issued $850M principal of 1.00% Convertible Senior Notes due 2031; underwriters have option for $150M more.
Net proceeds ~$828.7M; $85.5M used for capped call transactions, remainder for data center expansion and general corporate.
Initial conversion price ~$12.43 per share (80.4602 shares per $1,000 principal).
Capped call transactions bought for $85.5M with cap price $18.76 to offset dilution on conversion.
Notes not redeemable by TeraWulf until Sept 6, 2028; thereafter if stock >=130% of conversion price for 20 of 30 trading days.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TERAWULF INC. incurred convertible notes of $850 million with Morgan Stanley & Co. LLC at 1.00% maturing September 1, 2031.

Instrument: convertible notes
Principal: $850 million
Counterparty: Morgan Stanley & Co. LLC
Rate: 1.00%
Maturity: September 1, 2031
Event: incurrence

Exact text from the filing

institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $850 million. The Company also granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes were first

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TERAWULF INC. filing history →

Source: SEC EDGAR

accession 0001104659-25-080911

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