---
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"
generated_at: "2026-05-17T01:03:23.874459+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# TeraWulf closes $1.025B 0% convertible notes offering; net proceeds ~$999.7M for data center buildout

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-104928
- JSON: https://secwatch.observer/filing/0001104659-25-104928.json
- Plain text: https://secwatch.observer/filing/0001104659-25-104928.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/0001104659-25-104928-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1083301/000110465925104928/0001104659-25-104928-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.