Post-conversion outstanding common shares and elimination of preferred stock
Company: TeraWulf
What the later record shows
Delivered; the record does not say when
The prospectus capitalization table shows about 420.07 million common shares outstanding and no preferred stock outstanding, which matches the claim. No passage states when settlement occurred.
“Common stock, $0.001 par value, 950,000,000 shares authorized, 444,534,694 shares issued and 420,065,944 shares outstanding, actual”
2026-04-14 · TeraWulf 424B5 filed 2026-04-15 View cached copy (2026-08-31)Live source ↗
“Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding, actual and as adjusted”
2026-04-14 · TeraWulf 424B5 filed 2026-04-15 View cached copy (2026-08-31)Live source ↗
Checked October 9, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.
The claim, verbatim
Following settlement of the Mandatory Conversion on or before December 11, 2025, approximately 420 million shares of Common Stock will be outstanding with no Convertible Preferred Stock remaining outstanding.
Source (primary)
TeraWulf 8-K filed 2025-11-25 (SEC EDGAR, sec_filing)
View cached copy (2026-08-31)Live source ↗
Quote: “Following the settlement of the Mandatory Conversion in accordance with the terms of the Certificate of Designations on or before December 11, 2025, there will be approximately 420 million shares of Common Stock outstanding (assuming no additional shares of Common Stock are issued between the date hereof and the Mandatory Conversion Date), no shares of Convertible Preferred Stock will remain outstanding”
How we checked this
Checked on October 10, 2026. The cited source supports every part of this claim.
The 8-K states each of these points. Its figure of about 420 million shares assumes no other common shares are issued before the conversion date, and the claim leaves that caveat out.
Confirmed in the source:
- Settlement of TeraWulf's mandatory conversion will occur on or before December 11, 2025
- About 420 million shares of TeraWulf Common Stock will be outstanding after settlement
- No shares of TeraWulf's Convertible Preferred Stock will remain outstanding after the conversion
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1083301/000108330125000107/wulf-20251125.htm) in full (7,961 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms TeraWulf 8-K filed 2025-11-25
Quote: “Following the settlement of the Mandatory Conversion in accordance with the terms of the Certificate of Designations on or before December 11, 2025, there will be approximately 420 million shares of Common Stock outstanding (assuming no additional shares of Common Stock are issued between the date hereof and the Mandatory Conversion Date), no shares of Convertible Preferred Stock will remain outstanding”
confirms TeraWulf 424B5 filed 2026-04-15
Quote: “Common stock, $0.001 par value, 950,000,000 shares authorized, 444,534,694 shares issued and 420,065,944 shares outstanding, actual”