TERAWULF INC. (WULF): debt financing — TeraWulf closes $1.025B 0% convertible notes offering; net proceeds ~$999.7M for data center buildout

TERAWULF INC.

Completed $1.025B 0.00% Convertible Senior Notes due 2032; net proceeds ~$999.7M after discounts and expenses.
Initial conversion rate 50.1567 shares per $1,000 principal (~$19.94/share); convertible only upon certain events before Feb 2032.
Proceeds earmarked for construction of Abernathy, Texas data center campus and general corporate purposes.
Included full exercise of $125M option to purchase additional notes by initial purchasers.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

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 $1.025 billion with Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the several initial purchasers at 0.00% maturing May 1, 2032.

Instrument: convertible notes
Principal: $1.025 billion
Counterparty: Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the several initial purchasers
Rate: 0.00%
Maturity: May 1, 2032
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 $1.025 billion, which includes $125.0 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the Initial Purchasers under the purchase

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

TERAWULF INC. issued convertible note to initial purchasers (Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives) for $1.025 billion aggregate principal amount.

Security: convertible note
Purchaser: initial purchasers (Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives)
Consideration: $1.025 billion aggregate principal amount

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 $1.025 billion, which includes $125.0 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the Initial Purchasers under the purchase

View on SEC.gov

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TERAWULF INC. filing history →

Source: SEC EDGAR

accession 0001104659-25-104928

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