TeraWulf Board Member Gains $31K Shares in Compensation Deal

Rhea-AI Filing Summary

TeraWulf Director Amanda Fabiano reported multiple transactions involving restricted stock units (RSUs) in this Form 4 filing:

• On June 21, 2025, 31,189 RSUs vested and were converted to common stock, increasing her direct holdings to 45,369 shares
• On June 23, 2025, she was granted 56,023 new RSUs that will vest on June 23, 2026, subject to continued service

The transactions reflect standard equity compensation practices for directors, with RSUs vesting on their first anniversary. Each RSU represents a contingent right to receive one share of TeraWulf common stock. The filing indicates ongoing alignment between director and shareholder interests through equity-based compensation.

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

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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^*

Fabiano Amanda

(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		31,189	A	(1)	45,369	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			31,189	(3)	(3)	Common stock, $0.001 par value per share	31,189	$0	0	D
Restricted Stock Units	(2)	06/23/2025		A		56,023		(4)	(4)	Common stock, $0.001 par value per share	56,023	$0	56,023	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 Amanda Fabiano	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 Amanda Fabiano received 31,189 shares of WULF common stock through the vesting of restricted stock units (RSUs) that were granted on June 21, 2024. Following this transaction, she owned 45,369 shares directly.

How many new restricted stock units (RSUs) did WULF director Amanda Fabiano receive in June 2025?

On June 23, 2025, Amanda Fabiano was granted 56,023 new restricted stock units (RSUs). These RSUs will vest on June 23, 2026, subject to her continued employment or service with TeraWulf.

What is the vesting schedule for WULF's latest RSU grant to Amanda Fabiano?

The 56,023 RSUs granted on June 23, 2025, will vest in full on the first anniversary of the grant date (June 23, 2026), provided Amanda Fabiano maintains continued employment or service with TeraWulf through that date.

How many WULF shares does Amanda Fabiano own directly after the June 2025 transactions?

Following the reported transactions, Amanda Fabiano directly owns 45,369 shares of WULF common stock. Additionally, she holds 56,023 unvested restricted stock units that will convert to common shares upon vesting.

What is the conversion rate of WULF's restricted stock units to common stock?

Each restricted stock unit (RSU) represents a contingent right to receive one share of TeraWulf's common stock with a par value of $0.001 per share upon vesting.