Terawulf Upsizes Convertible Notes to $850M at 1% Coupon amid HPC Expansion

TeraWulf said Monday it has upsized its planned convertible notes offering from $400 million to $850 million following recent HPC deals, reflecting stronger-than-expected demand from institutional buyers.

The 1.00% Convertible Senior Notes due 2031 will carry a 32.5% conversion premium, with an initial conversion price of about $12.43 per share. The company also entered into capped call transactions with a strike price of $18.76 — double TeraWulf’s $9.38 closing price on Aug. 18 — to help limit shareholder dilution.

Net proceeds are expected to be about $828.7 million, or up to $975.2 million if the underwriters exercise their option to purchase an additional $150 million.

TeraWulf said it will use about $85.5 million to fund the capped call and the remainder to support its ongoing data center expansion, including its recently announced 360 MW Lake Mariner AI campus deal with Fluidstack backed by $3.2 billion in financing support from Google.

The notes, which mature Sept. 1, 2031, cannot be redeemed before 2028 and will be payable in cash, stock, or a combination at the company’s election, subject to shareholder approval to increase authorized shares.

The upsized raise comes just days after TeraWulf struck long-term hosting agreements with Fluidstack worth $3.7 billion in contracted revenue and as the company accelerates its pivot into AI and high-performance computing infrastructure.