TERAWULF INC. 8-K

What Happened
TeraWulf Inc. announced an underwritten follow-on offering of common stock. On April 14, 2026 the company entered an underwriting agreement with Morgan Stanley & Co. LLC as lead manager to sell 47,400,000 shares at $19.00 per share and granted a 30‑day option for an additional 7,110,000 shares. The offering, including the Optional Shares, closed on April 16, 2026, and the Company received net proceeds of approximately $1,004.3 million after underwriting discounts, commissions and estimated offering expenses. The underwriting agreement contains customary representations, indemnities and covenants.

Key Details

• Shares sold: 47,400,000 primary shares plus 7,110,000 Optional Shares (total 54,510,000 shares) at $19.00 per share.
• Net proceeds: ~ $1,004.3 million (after underwriting discounts/commissions and expenses).
• Underwriter: Morgan Stanley & Co. LLC (representative of the several underwriters).
• Filing and exhibits: Sale made under the company’s Form S-3ASR registration; press release and legal opinion (Exhibits 99.1 and 5.1) were filed with the 8-K.

Why It Matters
This transaction provides TeraWulf with roughly $1.0 billion in new capital, which affects the company’s cash position and financing flexibility. It also increases the number of outstanding shares (54.51 million new shares issued), which will dilute existing shareholders on a pro rata basis. Investors should note the material capital raise and review the company’s subsequent disclosures for use of proceeds and any changes to guidance or strategy.