TeraWulf announced an upsized private offering of $900 million in 0.00% convertible senior notes due 2032, up from an earlier $500 million proposal. The notes are sold to qualified institutional buyers under Rule 144A and carry no regular interest. The offering closed on 29 October 2025, with net proceeds estimated at $877.6 million.
The notes mature on 1 May 2032 and are convertible at the company’s election into cash, shares, or a combination. The initial conversion rate is 50.1567 shares per $1,000, giving a conversion price of $19.94 per share, a premium of 37.5% over the closing price of $14.50 on 29 October 2025. Purchasers have a 13‑day option to buy up to an additional $125 million in notes. Redemption is prohibited before 6 May 2029 and can only occur thereafter if the stock price has remained at least 130% of the conversion price for a specified period.
Proceeds will fund construction of a new data‑center campus in Abernathy, Texas, and support general corporate purposes. The Abernathy site is part of TeraWulf’s strategy to shift from Bitcoin mining to high‑performance computing (HPC) and artificial‑intelligence workloads. The company’s joint venture with Fluidstack will build a 168 MW AI data center in the campus, backed by Google, and is expected to generate approximately $9.5 billion in contracted revenue over 25 years.
TeraWulf’s preliminary Q3 2025 results, released on 28 October 2025, showed revenue of $48‑$52 million versus $27 million in Q3 2024, and adjusted EBITDA of $15‑$19 million versus $6 million. CFO Patrick Fleury highlighted the “continued strength in operating performance and the early benefits of repositioning Lake Mariner for HPC workloads,” underscoring the company’s focus on long‑term, high‑margin contracts with AI and HPC customers.
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