TeraWulf plans $400 million convertible notes offering

TeraWulf Inc. (NASDAQ: WULF) announced plans to offer $400 million in convertible senior notes due 2031 through a private placement to qualified institutional buyers, according to a company statement.

The digital infrastructure company expects to grant initial purchasers an option to buy an additional $60 million of notes within 13 days of issuance. The offering remains subject to market conditions with no assurance of completion timing or terms.

TeraWulf intends to use net proceeds to pay for capped call transactions and finance data center expansion along with general corporate purposes. The notes will be senior unsecured obligations paying interest semi-annually on March 1 and September 1, beginning March 1, 2026, with maturity on September 1, 2031.

Prior to June 1, 2031, the notes will convert only under certain conditions. After that date, conversion will be available until two trading days before maturity. The company can settle conversions in cash for principal amounts and elect cash, stock, or a combination for excess conversion obligations, subject to stockholder approval for increased authorized shares.

TeraWulf plans to enter capped call transactions with initial purchasers or other financial institutions to reduce potential stock dilution from conversions. These transactions may affect the stock price through hedging activities by counterparties purchasing shares or derivative instruments.

The notes and any conversion shares have not been registered under securities laws and will only be offered to qualified institutional buyers under Rule 144A exemptions.

TeraWulf operates digital infrastructure facilities for high-performance computing and bitcoin mining in the United States.

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