- Google’s pro forma stake in TeraWulf rises to about 14% and becomes the largest single shareholder.
- Backstop increases to $3.2 billion as TeraWulf adds a 160 MW lease and launches an $850 million convertible notes deal.
Google will lift its financing backstop for TeraWulf’s AI data center program to approximately $3.2 billion and receive additional warrants that take its pro forma equity interest to about 14 percent.
The company said the enlarged position follows an incremental $1.4 billion backstop commitment tied to new capacity at its Lake Mariner campus in New York.
Google lifts backstop to $3.2bn and receives 32.5m additional warrants
The latest commitment secures project-related debt financing for a new 160 megawatt building known as CB-5, where Google is being issued warrants for 32.5 million TeraWulf shares.
On a combined basis with prior support, Google’s backstop now totals roughly $3.2 billion. TeraWulf disclosed that the added equity exposure increases Google’s pro forma ownership to about 14 percent.
The company also said total contracted capacity rises to more than 360 megawatts of critical IT load, while contracted revenue now stands at $6.7 billion with potential to reach $16 billion if lease extensions are exercised.
Operations at CB-5 are expected to begin in the second half of 2026, and the CB-5 lease sits on substantially the same economic terms as earlier Fluidstack agreements for CB-3 and CB-4.
The step up follows TeraWulf’s two 10-year hosting agreements signed last week with AI cloud platform Fluidstack. Those contracts represent about $3.7 billion of revenue over the initial terms, with options that could extend the total to $8.7 billion.
At the time, Google agreed to backstop $1.8 billion of Fluidstack’s obligations and received warrants equating to around 8 percent of TeraWulf on a pro forma basis.
TeraWulf launches $850m convertible notes to finance campus build-out
To fund the expansion program, TeraWulf moved to the debt markets with an upsized and priced offering of $850 million of 1.00 percent convertible senior notes due 2031.
Key Highlights
✔️ Total contracted capacity increases to >360 MW of Critical IT Load with the addition of CB-5
✔️ The CB-5 lease is on the same economic terms as the initial @fluidstackio leases for CB-3 and CB-4
✔️ Represents $6.7 billion in contracted revenue (with potential…— TeraWulf (@TeraWulfInc) August 18, 2025
The company intends to use proceeds for data center construction and related corporate purposes, including capped call transactions to mitigate dilution risk. The notes carry a 32.5 percent conversion premium to the prior close and include an option for an additional $150 million.
With Google’s warrants pushing its pro forma stake to roughly 14 percent, the technology group would be TeraWulf’s largest single shareholder, based on the company’s disclosures and the most recent ownership filings for existing holders that are generally below that threshold.
Recent Schedule 13D filings list individual and affiliated insiders with stakes near 10 percent, which a 14 percent pro forma position would exceed.
Management frames the shift as part of a broader pivot from a pure-play bitcoin miner to a vertically integrated operator of high-power, largely zero-carbon data centers serving hyperscale AI and high-performance computing clients.
The financing architecture, anchored by lease backstops and convertibles, is designed to accelerate capacity additions while maintaining optionality around future equity issuance.
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