Terawulf Inc. Files 8-K: Agreements, Obligations, and Equity Sales
Ticker: WULF · Form: 8-K · Filed: Aug 20, 2025 · CIK: 1083301
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation, equity-sale
Related Tickers: WULF
TL;DR
TeraWulf (WULF) filed an 8-K showing new deals, debt, and stock sales. Watch closely.
AI Summary
On August 20, 2025, Terawulf Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.
Why It Matters
This filing provides crucial updates on Terawulf's financial commitments and equity transactions, which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves financial obligations and unregistered equity sales, which can introduce financial and market risks.
Key Players & Entities
- TERAWULF INC. (company) — Registrant
- August 20, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-41163 (commission_file_number) — SEC File Number
- 87-1909475 (ein) — IRS Employer Identification No.
- 9 Federal Street Easton, Maryland 21601 (address) — Principal executive address
FAQ
What type of material definitive agreement did Terawulf Inc. enter into?
The filing indicates Terawulf Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in the excerpt.
What is the nature of the direct financial obligation created by Terawulf Inc.?
The filing states that Terawulf Inc. created a direct financial obligation, but the specifics of this obligation are not detailed in the provided text.
What were the circumstances surrounding the unregistered sales of equity securities?
The 8-K filing reports unregistered sales of equity securities by Terawulf Inc., however, the details and reasons for these sales are not elaborated in the excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing by Terawulf Inc. occurred on August 20, 2025.
What is Terawulf Inc.'s principal executive address?
Terawulf Inc.'s principal executive address is 9 Federal Street, Easton, Maryland 21601.
Filing Stats: 2,055 words · 8 min read · ~7 pages · Grade level 12 · Accepted 2025-08-20 16:06:42
Key Financial Figures
- $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq C
- $850 million — mount of notes sold in the offering was $850 million. The Company also granted to the initia
- $150 million — were first issued, up to an additional $150 million aggregate principal amount of the notes
- $828.7 million — he sale of the notes were approximately $828.7 million after deducting the Initial Purchasers'
- $85.5 million — he Company intends to use approximately $85.5 million of the net proceeds from the sale of th
- $1,000 — l conversion rate of 80.4602 shares per $1,000 principal amount of notes (equivalent t
- $12.43 — itial conversion price of approximately $12.43 per share of common stock). The convers
- $18 — rice of the Capped Call Transactions is $18.76, which represents a premium of 100%
Filing Documents
- tm2523651d5_8k.htm (8-K) — 39KB
- tm2523651d5_ex4-1.htm (EX-4.1) — 689KB
- tm2523651d5_ex10-1.htm (EX-10.1) — 174KB
- tm2523651d5_ex4-1spimg01.jpg (GRAPHIC) — 2KB
- tm2523651d5_ex4-1spimg02.jpg (GRAPHIC) — 3KB
- tm2523651d5_ex4-1spimg03.jpg (GRAPHIC) — 3KB
- tm2523651d5_ex4-1spimg04.jpg (GRAPHIC) — 2KB
- tm2523651d5_ex4-1spimg05.jpg (GRAPHIC) — 3KB
- tm2523651d5_ex4-1spimg06.jpg (GRAPHIC) — 4KB
- 0001104659-25-080911.txt ( ) — 1266KB
- wulf-20250820.xsd (EX-101.SCH) — 3KB
- wulf-20250820_lab.xml (EX-101.LAB) — 33KB
- wulf-20250820_pre.xml (EX-101.PRE) — 22KB
- tm2523651d5_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes Offering On August 20, 2025, TeraWulf Inc. (the "Company") completed its previously announced private offering of 1.00% Convertible Senior Notes due 2031 (the "notes"). The notes were sold under a purchase agreement, dated as of August 18, 2025, entered into by and between the Company and Morgan Stanley & Co. LLC, as representative of the several initial purchasers named therein (the "Initial Purchasers"), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $850 million. The Company also granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes were first issued, up to an additional $150 million aggregate principal amount of the notes. The notes were issued at a price equal to 100% of their principal amount. The net proceeds from the sale of the notes were approximately $828.7 million after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use approximately $85.5 million of the net proceeds from the sale of the notes to pay the cost of certain capped call transactions with the remaining net proceeds used to fund a portion of the Company's data center expansion and for general corporate purposes. Indenture and the Notes On August 20, 2025, the Company entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes are senior unsecured obligations of the Company and bear interest at a rate of 1.00% per year payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026. The notes will mature on September 1,
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 20, 2025 TERAWULF, INC. By: /s/ Patrick A. Fleury Name: Patrick A. Fleury Title: Chief Financial Officer