TeraWulf Strengthens Director Compensation with Major Stock Award

Rhea-AI Filing Summary

TeraWulf Director Steven T. Pincus reported multiple transactions involving restricted stock units (RSUs) on Form 4:

• On June 21, 2025, 27,678 RSUs vested and converted to common stock, increasing his direct holdings to 329,268 shares
• On June 23, 2025, Pincus was granted 63,026 new RSUs that will vest on June 23, 2026, subject to continued service

The transactions reflect standard director compensation practices through equity awards. The RSUs convert to common stock on a 1:1 basis upon vesting. Following these transactions, Pincus holds all securities directly, with no indirect ownership reported. The filing demonstrates ongoing alignment between director and shareholder interests through equity-based compensation.

Positive

• Director Steven T. Pincus received a new grant of 63,026 RSUs, demonstrating continued alignment with shareholder interests and long-term commitment to the company

Negative

• None.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pincus Steven T.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 21601

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.001 par value per share	06/21/2025		M		27,678	A	(1)	329,268	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	06/21/2025		M			27,678	(3)	(3)	Common stock, $0.001 par value per share	27,678	$0	0	D
Restricted Stock Units	(2)	06/23/2025		A		63,026		(4)	(4)	Common stock, $0.001 par value per share	63,026	$0	63,026	D

Explanation of Responses:

1. The Reporting Person received restricted stock units which vested upon the first anniversary of June 21, 2024, subject to the Reporting Person's continued employment or service with the Issuer through 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 vested upon the first anniversary of June 21, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.

4. The restricted stock units will vest upon the first anniversary of June 23, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date.

Remarks:

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for Steven T. Pincus	06/24/2025
	** 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 4 (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 insider trading activity occurred at WULF on June 21, 2025?

Director Steven T. Pincus received 27,678 shares of WULF common stock through the vesting of Restricted Stock Units (RSUs) that were granted on June 21, 2024. Following this transaction, Pincus directly owned 329,268 shares of WULF common stock.

How many new RSUs did WULF director Steven Pincus receive in June 2025?

On June 23, 2025, Steven Pincus was granted 63,026 new Restricted Stock Units (RSUs) of WULF. These RSUs will vest on the first anniversary of the grant date (June 23, 2026), subject to his continued employment or service with TeraWulf.

What are the vesting terms for WULF's director RSUs granted in 2025?

The RSUs granted to Director Steven Pincus on June 23, 2025, have a one-year vesting schedule. They will vest on June 23, 2026, contingent upon Pincus maintaining his employment or service relationship with TeraWulf through the vesting date. Each RSU represents the right to receive one share of WULF common stock.

How many WULF shares does Steven Pincus own after the June 2025 transactions?

Following the reported transactions, Steven T. Pincus directly owns 329,268 shares of WULF common stock. Additionally, he holds 63,026 unvested RSUs that will convert to common shares upon vesting in June 2026, subject to continued service conditions.