{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-104928","form_type":"8-K","ticker":"WULF","cik":"0001083301","company_name":"TERAWULF INC.","filed_at":"2025-10-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.749426+00:00","generated_at":"2026-05-17T01:03:23.874459+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"TeraWulf closes $1.025B 0% convertible notes offering; net proceeds ~$999.7M for data center buildout","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-104928","json":"https://secwatch.observer/filing/0001104659-25-104928.json","markdown":"https://secwatch.observer/filing/0001104659-25-104928.md","text":"https://secwatch.observer/filing/0001104659-25-104928.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/0001104659-25-104928-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/tm2529894d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T01:03:23.874459+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b6eda13041c586ab7adfe3bfb48f7ec76a731aed","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/0001104659-25-104928-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$1.025 billion"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the several initial purchasers"},{"label":"Rate","value":"0.00%"},{"label":"Maturity","value":"May 1, 2032"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"2d629870c33c174ee97265bbc40d2a5436bb9838","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/0001104659-25-104928-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Purchaser","value":"initial purchasers (Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives)"},{"label":"Consideration","value":"$1.025 billion aggregate principal amount"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}