TeraWulf Inc. has increased its zero-coupon convertible notes offering to $900 million, signalling strong institutional investor confidence in the U.S.-based digital infrastructure firm. The company, known for developing low-carbon, energy-efficient data centres, announced that the Convertible Senior Notes will mature in 2032 and be sold privately to qualified institutional buyers under Rule 144A of the U.S. Securities Act of 1933. TeraWulf also granted an option to purchase an additional $125 million within 13 days, with the deal expected to close on October 31, 2025.
The upsized offering underscores robust demand for the notes, which carry a 0% coupon rate—meaning they will not generate regular interest payments. Instead, investors will have the option to convert the notes into TeraWulf’s common stock before maturity under certain conditions. Each $1,000 note can be converted into approximately 50.16 shares, representing a conversion price of $19.94 per share. This marks a 37.5% premium over TeraWulf’s $14.50 closing price on October 29, 2025.
Through the offering, TeraWulf expects to raise approximately $877.6 million after deducting fees and expenses. If investors exercise the full $125 million option, total proceeds could reach nearly $1 billion. The company said the funds will help finance the construction of its new data centre campus in Abernathy, Texas, and support general corporate operations. The Texas facility is a core part of TeraWulf’s strategy to expand capacity for sustainable, low-carbon digital infrastructure, aligning with its mission to power blockchain and data processing through clean energy.
The notes will mature on May 1, 2032, unless converted, redeemed, or repurchased earlier. Before February 1, 2032, conversions will be permitted only under specific conditions; afterwards, holders may convert the notes at any time up to maturity. Upon conversion, TeraWulf may settle in cash, shares, or a combination of both. The company cannot redeem the notes before May 6, 2029, but may do so afterwards if its stock price trades at least 130% of the conversion price for 20 out of 30 consecutive trading days. Investors will also be protected in the event of a major corporate change, such as a merger or acquisition, allowing them to require TeraWulf to repurchase their notes for full cash value.
Because the notes and any shares issuable upon conversion are not registered under the Securities Act, the sale is limited to qualified institutional buyers. Using Rule 144A allows TeraWulf to raise capital privately and efficiently without undergoing a lengthy public registration process.
The move reflects TeraWulf’s effort to secure flexible, interest-free financing without immediate shareholder dilution. For investors, the structure offers a blend of stability and upside potential—debt that can convert to equity if the company’s stock performs well. The strong response to the offering highlights continued market interest in firms driving growth in energy-efficient digital infrastructure and next-generation data centres.
