[8-K] TERAWULF INC. Reports Material Event

Rhea-AI Filing Summary

TeraWulf shareholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to increase the maximum number of authorized shares of Common Stock, par value $0.001, from 600,000,000 to 950,000,000.

This amendment expands the pool of shares the company may issue in the future. The filing reports the shareholder vote results for Proposal 1 and confirms the change in authorized share count; no additional details about any immediate issuance, timing, or intended use of the additional shares are provided in the filing.

Positive

• Shareholder approval secured to amend the certificate of incorporation increasing authorized common shares from 600,000,000 to 950,000,000
• Clear disclosure of the vote result and the amendment to the authorized share count

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved an increase in authorized common shares from 600M to 950M.

The filing discloses a concrete corporate governance change: the authorized share count was increased by 350 million shares following shareholder approval. This amendment alters the company's capitalization framework by expanding the maximum number of shares available for issuance. The document does not provide any specifics about planned issuances, anti-dilution protections, or changes to capitalization beyond the authorization increase, so material effects depend on future actions not described here.

Securities Analyst

TL;DR: Authorization for more common stock approved; immediate financial impact not disclosed.

The 8-K clearly reports that the company increased authorized common shares to 950,000,000. From a securities perspective, this is a notable corporate action because it creates capacity for future equity financing, equity-based compensation, or other issuances. The filing itself contains no information about any current offerings, timing, or use of proceeds, so the action should be treated as a structural change without disclosed immediate issuance or balance sheet impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

TERAWULF INC.

(Exact name of registrant as specified in its charter)

Delaware			001-41163			87-1909475
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

9 Federal Street

Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.001 par value per share			WULF			The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Securities Holders.

On September 30, 2025, TeraWulf Inc. (“TeraWulf” or the “Company”) held a Special Meeting of Shareholders. The results of the matter submitted to a shareholder vote at the Special Meeting were as follows:

Proposal 1 - Approval of Amendment to TeraWulf’s Amended and Restated Certificate of Incorporation to Increase the Maximum Number of Authorized Shares of Common Stock, with a par value of $0.001 per share (the “Common Stock”), from 600,000,000 to 950,000,000: Our shareholders approved the amendment to our Amended and Restated Certificate of Incorporation to increase the maximum number of authorized shares of Common Stock from 600,000,000 to 950,000,000. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
273,318,358						7,608,237						3,123,126						0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

TERAWULF INC.
By:			/s/ Stefanie C. Fleischmann
Name:			Stefanie C. Fleischmann
Title:			Chief Legal Officer and Corporate Secretary

Dated: October 1, 2025

FAQ

What change did TeraWulf (WULF) shareholders approve?

Shareholders approved an amendment to increase authorized common stock from 600,000,000 to 950,000,000 shares.

Does the filing state that TeraWulf issued new shares after the approval?

No. The filing reports only the approval to increase authorized shares and does not disclose any immediate issuance or sale of shares.

What is the par value of TeraWulf's common stock?

The common stock has a par value of $0.001 per share, as stated in the filing.

Will this amendment change TeraWulf's outstanding share count immediately?

No. The amendment increases the number of authorized shares; it does not by itself change outstanding shares unless new shares are issued.

Does the 8-K disclose how TeraWulf will use the additional authorized shares?

No. The filing does not provide details about any planned use, timing, or intended issuances related to the additional authorized shares.