TeraWulf Announces $900M Convertible Notes Due 2032

TeraWulf Inc. (Nasdaq: WULF), a U.S.-based digital infrastructure company known for its vertically integrated and low-carbon data centers, has announced the upsizing and final pricing of its $900 million Convertible Senior Notes offering. The notes, due in 2032, will be sold privately to institutional investors under Rule 144A of the U.S. Securities Act of 1933.

Key details of the offering

The offering now totals $900 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2032, reflecting strong investor demand. These are zero-coupon notes, meaning they will not bear regular interest. Instead, the notes can be converted into TeraWulf’s common stock under specific conditions before maturity.

TeraWulf has also granted the initial buyers a 13-day option to purchase up to an additional $125 million of these notes. The deal is expected to be completed on October 31, 2025, once the usual closing requirements are met.

How Convertible Notes Work

Convertible notes are a form of debt that investors can later turn into company shares. In this case, every $1,000 note can be converted into about 50.16 TeraWulf shares, which equals a conversion price of $19.94 per share. That’s roughly 37.5% more than TeraWulf’s stock price of $14.50 at the end of trading on October 29, 2025.

In simple terms, investors are lending money to TeraWulf now, with the option to convert that debt into stock later if the share price rises.

Use of Proceeds

TeraWulf expects to raise approximately $877.6 million in net proceeds, after deducting underwriting fees and expenses. If the additional purchase option is fully exercised, total proceeds could reach $999.7 million.

The company plans to use this capital to fund part of the construction costs of its upcoming data center campus in Abernathy, Texas, and for general corporate purposes. The Texas facility is expected to expand TeraWulf’s capacity to support energy-efficient, low-carbon digital operations — a key part of its long-term growth strategy.

Terms of the Convertible Notes

The notes will mature on May 1, 2032, unless earlier converted, redeemed, or repurchased.

• Conversion Rights: Before February 1, 2032, the notes can be converted only if specific conditions are met. After that date, holders can convert them anytime until just before maturity.
• Conversion Settlement: Upon conversion, TeraWulf can choose to pay investors in cash, shares, or a combination of both
• Redemption Option: TeraWulf cannot redeem the notes before May 6, 2029. After that, it may redeem them for cash, but only if its stock trades at least 130% of the conversion price for 20 out of 30 consecutive trading days.
• Investor Protection: If a “fundamental change” occurs, such as a merger, acquisition, or major restructuring, investors can ask TeraWulf to repurchase their notes for cash at full value, plus any special interest due.

Regulatory context

The convertible notes and any shares that could be issued later haven’t been registered under the U.S. Securities Act or any other securities laws. Because of that, they will only be sold to qualified institutional buyers, mainly large investors who meet certain financial and regulatory standards. This sale falls under Rule 144A, which allows companies to raise money privately instead of going through a full public registration process. It’s a common route for U.S. firms looking to access capital quickly while staying within federal rules.

Why this matters

For TeraWulf, this move brings in funds without having to issue new shares right away. And because the notes don’t have any interest payments, the company can hold on to more cash and put it toward building its data center in Abernathy, Texas.

For investors, these notes come with a choice. If TeraWulf’s stock goes up, investors can choose to turn their notes into shares at a fixed price. If the stock doesn’t rise, the notes simply remain as debt. That gives a balance of risk and potential reward.

The larger size of the offering shows that institutional investors were willing to back the company’s expansion plans. It also points to steady interest in firms building energy-efficient infrastructure for data and computing needs.

In short, the transaction gives TeraWulf new capital and flexibility as it expands, without the immediate impact of shareholder dilution.

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