Terawulf Inc. Upsizes Convertible Notes Offering

By Bobby Samwell • Tuesday, August 19 10:33 • Permanent Link

Terawulf Inc. (NASDAQ: WULF) has announced the upsize and pricing of an $850 million aggregate principal amount of 1.00% convertible senior notes due 2031. The offering is expected to close on August 20, 2025, and the net proceeds from the offering are anticipated to be approximately $828.7 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Terawulf.

The company intends to use approximately $85.5 million of the net proceeds from the offering to pay the cost of the capped call transactions with the remaining net proceeds to be used to finance a portion of the company’s data center expansion and for general corporate purposes.

The convertible notes will be convertible into cash in respect of the aggregate principal amount of the convertible notes to be converted and cash, shares of the company’s common stock, or a combination of cash and shares of common stock, at the company’s election, in respect of the remainder, if any, of the company’s conversion obligation in excess of the aggregate principal amount of the convertible notes being converted. The initial conversion price of the convertible notes represents a premium of approximately 32.50% to the closing price per share of the common stock on the Nasdaq Capital Market on August 18, 2025.

In connection with the pricing of the convertible notes, the company entered into privately negotiated capped call transactions with certain financial institutions. The cap price of the capped call transactions will initially be $18.76 per share of common stock, which represents a premium of 100% over the last reported sale price of $9.38 per share on the Nasdaq Capital Market on August 18, 2025.

Terawulf develops, owns, and operates environmentally sustainable, industrial-scale data center infrastructure in the United States, purpose-built for high-performance computing (HPC) hosting and bitcoin mining. As a result of these announcements, the company's shares have moved 4.57% on the market, and are now trading at a price of $9.38. If you want to know more, read the company's complete 8-K report here.

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