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Form 8-K · Current Report · Filed 2025-10-31

TeraWulf Inc. Closes $1.025 Billion Convertible Notes Offering

On October 31, 2025, TeraWulf Inc. completed a private offering of 0.00% Convertible Senior Notes due 2032, raising approximately $999.7 million in net proceeds. The funds will be used to finance the construction of a data center campus in Abernathy, Texas, and for general corporate purposes. The notes, issued at par, are convertible into shares of TeraWulf's common stock under certain conditions. The transaction was announced via a press release filed as Exhibit 99.1.

Filer
Terawulf Inc. WULF · NASDAQ
Filed
Accession
0001104659-25-104928
CIK
0001083301
Signal
Medium impactFinancial Services

Items reported

Item 1.01

Entry into a Material Definitive Agreement

Financial Instrument Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued
Item 3.02

Unregistered Sales of Equity Securities

Private Placement
Item 8.01

Other Events

Dividend Announced
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$14.82

Next session

+8.6%

Since filing

+19.1%

Latest close

$17.66

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from WULF reporting the same item, with the next session's move:

About Terawulf Inc.

Terawulf Inc. is a company specializing in sustainable crypto mining practices, an increasingly important aspect of the burgeoning blockchain and cryptocurrency sectors. Terawulf operates by harnessing environmentally conscious solutions to power its data centers, aimed at reducing the carbon footprint typically associated with cryptocurrency mining operations. This commitment to sustainability is reflected in their strategic choice of locations and energy sources, often leveraging renewable resources to fuel mining activities. The company's operations are crucial in addressing the environmental concerns within the crypto industry, striving to make digital currencies more eco-friendly. Positioned at the intersection of tech innovation and environmental stewardship, Terawulf plays a significant role in pushing the market towards greener technological solutions and supports the broader adoption of digital assets by reducing the environmental impact of their production.

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