TeraWulf Inc. (WULF) director gets 7,097 common shares on conversion

Rhea-AI Filing Summary

TeraWulf Inc. director Steven T. Pincus had 50 shares of Series A Convertible Preferred Stock mandatorily converted by the company into 7,097 shares of common stock on 12/09/2025, as part of a mandatory conversion of all preferred shares.

After this transaction, he beneficially owns 336,365 shares of TeraWulf common stock directly and no longer holds any Series A Convertible Preferred Stock. The conversion price for the preferred stock was $10.00 per share of Preferred Stock, as previously disclosed by the company.

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

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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)
12/09/2025

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	12/09/2025		M		7,097	A	(1)	336,365	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
Series A Convertible Preferred Stock	(1)	12/09/2025		M			50	(1)	(1)	Common stock, $0.001 par value per share	7,097	$1,000	0	D

Explanation of Responses:

1. As of the date of the event requiring the filing of this report, the 50 shares of Series A Convertible Preferred Stock (the "Preferred Stock") were converted into 7,097 shares of common stock, par value $0.001 per share, via a mandatory conversion by the Issuer of all of the shares of its Preferred Stock pursuant to Sec. 10(c) of the Certificate of Designations of the Preferred Stock, at a conversion price of $10.00 per share of Preferred Stock, as previously disclosed on the Issuer's current report on Form 8-K filed on November 25, 2025.

Remarks:

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for Steven T. Pincus	12/11/2025
	** 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).
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FAQ

What insider transaction did TeraWulf (WULF) disclose in this filing?

TeraWulf disclosed that director Steven T. Pincus had 50 shares of Series A Convertible Preferred Stock mandatorily converted by the company into 7,097 shares of common stock on 12/09/2025.

How many TeraWulf (WULF) common shares did Steven T. Pincus receive and what is his new holding?

Steven T. Pincus received 7,097 shares of common stock upon conversion and, after the transaction, beneficially owns 336,365 shares of TeraWulf common stock directly.

What type of security was converted in this TeraWulf (WULF) insider transaction?

The transaction involved Series A Convertible Preferred Stock. A total of 50 preferred shares were converted into 7,097 shares of common stock at a conversion price of $10.00 per share of Preferred Stock.

Was the TeraWulf (WULF) preferred stock conversion voluntary or mandatory?

The conversion was a mandatory conversion by TeraWulf of all of its outstanding shares of Series A Convertible Preferred Stock, carried out under the Certificate of Designations governing the preferred stock.

Does the TeraWulf (WULF) director still own any Series A Convertible Preferred Stock after this transaction?

No. Following the mandatory conversion, the number of Series A Convertible Preferred Stock shares beneficially owned by the director is reported as 0.