TeraWulf (NASDAQ:WULF), an operator of vertically integrated, predominantly zero-carbon digital infrastructure, launched a private offering of $400 million aggregate principal amount of convertible senior notes due 2031.
The company may also grant initial purchasers a 13-day option to buy up to an additional $60 million of notes.
TeraWulf plans to use the proceeds primarily to fund capped call transactions to reduce dilution from potential note conversions.
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It will allocate the remaining proceeds toward expanding its data centers and supporting general corporate purposes.
The notes will be senior unsecured obligations, paying semiannual interest starting March 1, 2026, and maturing September 1, 2031.
Regarding pricing, TeraWulf expects to enter into capped call transactions with financial institutions to mitigate dilution from potential conversions.
Separately, TeraWulf announced that Fluidstack has expanded its footprint at the Lake Mariner data center campus in Western New York. The expansion introduces CB-5, a new purpose-built data center that will add 160 MW of critical IT load when operations begin in the second half of 2026.
As part of the CB-5 lease, Alphabet’s (NASDAQ:GOOGL) (NASDAQ:GOOG) Google committed an additional $1.4 billion to backstop project-related debt financing and secured warrants to purchase 32.5 million TeraWulf shares. This new commitment raises Google’s total backstop to $3.2 billion and expands its pro forma equity stake in TeraWulf to about 14%.
The CB-5 lease mirrors the economics of Fluidstack’s earlier CB-3 and CB-4 agreements, ensuring consistent terms across the Lake Mariner buildout.
With CB-5, TeraWulf boosts Fluidstack’s total contracted capacity to approximately 360 MW, making Lake Mariner one of the largest high-performance computing campuses in the United States. TeraWulf and Fluidstack are also discussing further expansions to meet growing AI demand.
TeraWulf stock has gained close to 59% year-to-date and over 78% in the last five days upon the Google deal. TeraWulf shares extended their rally last Friday after the company cemented a landmark deal, strengthening its role in artificial intelligence infrastructure. The stock jumped more than 40% in last Thursday’s midday trading and has climbed 78% since Monday’s open.
On Thursday, TeraWulf signed two 10-year high-performance computing (HPC) colocation agreements with Fluidstack, locking in approximately $3.7 billion in contracted revenue. Under the agreements, TeraWulf will supply more than 200 MW of power from its Lake Mariner data center in New York, with extension options that could lift the contract’s total value to $8.7 billion.
Google fueled momentum by backing $1.8 billion of Fluidstack’s lease obligations and securing warrants for an 8% equity stake in TeraWulf.
The announcement followed a stronger-than-expected quarterly report. TeraWulf reported a second-quarter loss of 5 cents per share, beating the 7-cent loss forecast. Sales reached $47.64 million, above the $46.08 million estimate. CEO Paul Prager also pointed to integrating Beowulf Electricity & Data to streamline operations and cut costs.
Price Action: WULF stock is trading lower by 4.01% to $8.620 premarket at last check Monday.
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