Terawulf Inc. Files 8-K with Key Agreements and Financial Updates
Ticker: WULF · Form: 8-K · Filed: Oct 31, 2025 · CIK: 1083301
Sentiment: neutral
Topics: definitive-agreement, financial-obligation, equity-securities
TL;DR
TeraWulf dropped an 8-K: new deals, debt, and stock sales. Watch this space.
AI Summary
On October 31, 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 covers other events and financial statements/exhibits.
Why It Matters
This 8-K filing provides crucial updates on Terawulf's financial obligations and equity transactions, which could impact its financial structure and investor outlook.
Risk Assessment
Risk Level: medium — The filing indicates new financial obligations and unregistered equity sales, which can introduce financial and market risks.
Key Players & Entities
- TERAWULF INC. (company) — Registrant
- October 31, 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 2160 (address) — Business Address
FAQ
What specific material definitive agreement did Terawulf Inc. enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What is the nature of the direct financial obligation created by Terawulf Inc.?
The filing states the creation of a direct financial obligation, but the specific terms and amount of this obligation are not detailed in the provided text.
What were the circumstances of the unregistered sales of equity securities?
The filing reports unregistered sales of equity securities, but the quantity, price, and recipients of these sales are not specified in the provided text.
What 'Other Events' are being reported by Terawulf Inc. on October 31, 2025?
The filing lists 'Other Events' as an item information category, but the specific events are not detailed in the provided text.
Are the financial statements and exhibits filed with this 8-K report publicly available?
Yes, the filing indicates that 'Financial Statements and Exhibits' are part of the report, and 8-K filings are generally made public by the SEC.
Filing Stats: 1,867 words · 7 min read · ~6 pages · Grade level 11.9 · Accepted 2025-10-31 16:11:04
Key Financial Figures
- $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq C
- $1.025 b — mount of notes sold in the offering was $1.025 billion, which includes $125.0 million ag
- $125.0 million — ring was $1.025 billion, which includes $125.0 million aggregate principal amount of notes iss
- $999.7 million — he sale of the notes were approximately $999.7 million after deducting the Initial Purchasers'
- $1,000 — l conversion rate of 50.1567 shares per $1,000 principal amount of notes (equivalent t
- $19.94 — itial conversion price of approximately $19.94 per share of common stock). The convers
Filing Documents
- tm2529894d1_8k.htm (8-K) — 39KB
- tm2529894d1_ex4-1.htm (EX-4.1) — 684KB
- tm2529894d1_ex99-1.htm (EX-99.1) — 8KB
- 0001104659-25-104928.txt ( ) — 1034KB
- wulf-20251031.xsd (EX-101.SCH) — 3KB
- wulf-20251031_lab.xml (EX-101.LAB) — 33KB
- wulf-20251031_pre.xml (EX-101.PRE) — 22KB
- tm2529894d1_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive
Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes Offering On October 31, 2025, TeraWulf Inc. (the "Company") completed its previously announced private offering of 0.00% Convertible Senior Notes due 2032 (the "notes"). The notes were sold under a purchase agreement, dated as of October 29, 2025, entered into by and between the Company, Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives 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 $1.025 billion, which includes $125.0 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the Initial Purchasers under the purchase agreement, which the Initial Purchasers exercised in full on October 30, 2025 and which additional purchase was completed on October 31, 2025. 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 $999.7 million after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds to fund a portion of the cost of construction of a data center campus in Abernathy, Texas and for general corporate purposes. Indenture and the Notes On October 31, 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; they will not bear regular interest and the principal amount will not accrete. The Company will pay special interest, if any, at its election as the sole remedy relating to the Company's failure to comply w
Forward-Looking Statements
Forward-Looking Statements. in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the anticipated use of the proceeds from the offering. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the "Risk Factors" section of TeraWulf's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 3, 2025 and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Item9.01.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of October 31, 2025, between TeraWulf Inc. and Wilmington Trust, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2032. 4.2 Form of note representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1). 99.1 Press release, dated October 31, 2025, announcing the closing of the offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: October 31 , 2025 TERAWULF, INC. By: /s/ Patrick A. Fleury Name: Patrick A. Fleury Title: Chief Financial Officer