TeraWulf Sets December Mandatory Conversion for Series A Preferred Shares, Streamlining Capital Structure
Conversion Will Turn Preferred Into Common Shares on December 9
TeraWulf Inc. (NASDAQ:WULF) has announced that it will execute a mandatory conversion of all outstanding Series A Convertible Preferred Stock into common stock on December 9, 2025. This follows a trigger in the company's charter: TeraWulf's common shares recently closed above 130% of the preferred conversion price ($10.00 per share) for at least five days within a designated period.
Why This Move Matters: A Simpler Capital Structure to Support Growth
Once the conversion is complete, each share of the Series A Convertible Preferred Stock will be automatically converted into 141.95 shares of TeraWulf common stock (rounded to two decimal places), eliminating a class of securities and regular dividends tied to those preferred shares. Fractional shares from the conversion will be settled in cash at the common stock price as of the conversion date. This maneuver is aimed at making the company’s equity structure more straightforward, which CFO Patrick Fleury states will help support TeraWulf’s long-term growth ambitions and offer greater transparency to investors.
Optional Early Conversion Available for Holders
Preferred shareholders who prefer to receive common stock before the December 9 conversion date may use their optional conversion rights up until the business day immediately prior. However, those opting for early conversion will forfeit accrued dividends after the date they convert.
| Event | Detail |
|---|---|
| Mandatory Conversion Date | December 9, 2025 |
| Settlement Date | December 11, 2025 |
| Preferred-to-Common Conversion Ratio | 141.95 Common Shares per Preferred Share |
| Dividend Status | Dividends cease after Mandatory Conversion Date |
| Cash Payment for Fractions | Paid at the last reported sale price on conversion date |
Growth and Transparency Are Key Themes Going Forward
The company views this conversion as a "key milestone" on the road to expanding its high-performance computing (HPC) and AI infrastructure operations, and as a move that reinforces financial discipline. With all preferred stock converted to common, TeraWulf is positioned for more straightforward capital allocation and could become more attractive to investors who value simplicity and transparency.
Takeaway: TeraWulf Leans Into Growth After Simplifying Equity Structure
Investors watching WULF should note this upcoming change as a potential turning point for the company. With capital structure complexity reduced, management’s focus is likely to shift to growing core businesses—especially as the company pivots deeper into AI and HPC data center infrastructure, in addition to its Bitcoin mining legacy. Those interested in TeraWulf’s growth story may want to track updates as the December 9 conversion date approaches.
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