Dilution profile // every instrument, one screen, from SEC filings

TERAWULF INC. (WULF)

CIK 1083301 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3ASR on file 2026-04-14
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 16% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+126% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOW~255.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-072026-07-31

Latest: 499.0M shares as of Jul 31, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Google Warrants October20253.20Bnot tagged
Google Warrants73.6M$0.01FV $515.5M
Google Warrants August13203041.0Mnot tagged
Google Warrants August17203032.6Mnot tagged
Penny Warrants27.8M$0.01
Dollar Warrants13.9M$1
October Warrants2.8Mnot tagged

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 77.7M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $0.1 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 576.7M = 499.0M O/S + 77.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Senior Notes Due 2032$1.02B$1.00B$19.940%~51.4M sh
Convertible Senior Notes Due 2031$1.00B$611.0M$12.431%~80.5M sh
Convertible Senior Notes Due 2030$500.0M$490.9M$8.482.75%~59.0M sh
Convertible Senior Notes Due 2031 Over Allotment Option$150.0Mnot tagged
Convertible Senior Notes Due 2032 Over Allotment Option$125.0Mnot tagged
Convertible Senior Notes Due 2030 Over Allotment Option$75.0Mnot tagged

If every note above converted at its tagged price: ~190.8M new shares on 499.0M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding499.0MJul 31, 2026
+ Google Warrants October2025 (if exercised)3.20BOct 31, 2025
+ Google Warrants (if exercised)73.6MAug 31, 2025
+ Google Warrants August132030 (if exercised)41.0MAug 31, 2025
+ Google Warrants August172030 (if exercised)32.6MAug 31, 2025
+ Penny Warrants (if exercised)27.8MMar 31, 2023
+ Dollar Warrants (if exercised)13.9MMar 31, 2023
+ October Warrants (if exercised)2.8MJun 30, 2026
+ Convertible Senior Notes Due 2032 (if fully converted)51.4MOct 31, 2025
+ Convertible Senior Notes Due 2031 (if fully converted)80.5MAug 31, 2025
+ Convertible Senior Notes Due 2030 (if fully converted)59.0MOct 31, 2024
Fully diluted estimate4.08B+718.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3ASRApr 14, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3ASRJan 16, 2025fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3Sep 29, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 6 executed · 1 registered.

EXECUTEDApr 16, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 15, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDApr 14, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDApr 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 31, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 22, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 20, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEMay 30, 2025Resale prospectus — existing holders registering to sell424B7
EXECUTEDMay 9, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 14, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDJan 16, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDOct 25, 2024Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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