[Form 3/A] TeraWulf Inc. Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

TeraWulf Inc. officer William J. Tanimoto disclosed ownership and unvested restricted stock units in an amended Form 3/A. The filing shows 17,584 shares of common stock beneficially owned directly and four unvested RSU awards of 15,000, 30,000, 33,333, and 13,333 RSUs that vest in staggered three‑year schedules tied to anniversaries in 2023, 2024, 2025 and 2025, subject to continued service. The amendment was filed to include these unvested awards as of June 26, 2025.

Positive

• Officer disclosure completed: The Form 3/A transparently reports beneficial ownership for the Chief Accounting Officer.
• Detailed RSU schedules: The filing lists four unvested RSU awards with explicit vesting anniversaries and share amounts (15,000, 30,000, 33,333, 13,333).

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine disclosure of officer stock and unvested RSUs; immaterial to company valuation alone.

The filing documents a standard Section 16 disclosure for a named officer, listing 17,584 shares held directly and multiple restricted stock unit grants with multi‑year vesting. This is a compliance and compensation disclosure rather than an operational or financial development. There is no indication of sales, transfers, or material changes to ownership that would affect market capitalization or liquidity.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance transparency; vesting schedules confirm retention incentives.

The amendment clarifies the officer's unvested equity awards and their vesting milestones, which are typical retention incentives for senior executives. The document shows required timely reporting and inclusion of contingent rights to common shares. No governance concerns, resignations, or related‑party transactions are disclosed.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tanimoto William Joseph

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 21601

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2025

3. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/26/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.001 par value per share	17,584	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common stock, $0.001 par value per share	15,000	(2)	D
Restricted Stock Units	(3)	(3)	Common stock, $0.001 par value per share	30,000	(2)	D
Restricted Stock Units	(4)	(4)	Common stock, $0.001 par value per share	33,333	(2)	D
Restricted Stock Units	(5)	(5)	Common stock, $0.001 par value per share	13,333	(2)	D

Explanation of Responses:

1. The restricted stock units vest in three equal installments upon each of the first three anniversaries of January 2, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

2. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

3. The restricted stock units vest in three equal installments upon each of the first three anniversaries of June 24, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

4. The restricted stock units vest in three equal installments upon each of the first three anniversaries of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

5. The restricted stock units vest in three equal installments upon each of the first three anniversaries of August 16, 2023, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

Remarks:

This Form 3/A is being filed to include the Reporting Person's unvested restricted stock unit awards as of June 26, 2025.

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for William J. Tanimoto	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What ownership did William J. Tanimoto report for TeraWulf (WULF)?

The filing reports 17,584 shares of common stock beneficially owned directly.

How many unvested RSUs did the Form 3/A include for WULF officer William J. Tanimoto?

The amendment discloses four unvested RSU awards of 15,000, 30,000, 33,333, and 13,333 RSUs.

Why was a Form 3/A filed for William J. Tanimoto at WULF?

The Form 3/A was filed to include the Reporting Person's unvested restricted stock unit awards as of June 26, 2025.

When do the restricted stock units vest for the TeraWulf officer?

Vesting occurs in three equal installments on the first three anniversaries of the grant dates: August 16, 2023, January 9, 2024, June 24, 2025, and January 2, 2025 depending on each award.

Does the Form 3/A show any transfers or sales by William J. Tanimoto?

No transfers or sales are reported; the form lists direct ownership and unvested RSUs only.