TeraWulf Inc. Announces Upsize and Pricing of $900 Million Convertible Notes Offering

Core Viewpoint - TeraWulf Inc. has announced the pricing and upsize of its offering of $900 million in 0.00% Convertible Senior Notes due 2032, aimed at funding a data center campus in Texas and general corporate purposes [1][3]. Group 1: Transaction Details - The offering consists of $900 million aggregate principal amount of Convertible Senior Notes, with a potential increase of up to $125 million if the initial purchasers exercise their option [7]. - The expected net proceeds from the offering are approximately $877.6 million, or about $999.7 million if the additional notes are fully purchased [3]. - The offering is set to close on October 31, 2025, pending customary closing conditions [7]. Group 2: Convertible Notes Characteristics - The Convertible Notes will be senior unsecured obligations, will not bear regular interest, and will mature on May 1, 2032 [4]. - The initial conversion rate is 50.1567 shares of common stock per $1,000 principal amount, equating to an initial conversion price of approximately $19.9375 per share, representing a 37.5% premium over the closing price of $14.50 on October 29, 2025 [5]. - Holders can require the company to repurchase their notes upon a fundamental change at a cash price of 100% of the principal amount plus any accrued special interest [8]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to fund part of the construction costs for a data center campus in Abernathy, Texas, as well as for general corporate purposes [3]. Group 4: Company Overview - TeraWulf develops and operates environmentally sustainable, industrial-scale data center infrastructure in the U.S., focusing on high-performance computing and bitcoin mining [11].