TeraWulf Inc. (WULF) director discloses share conversion and buy

Rhea-AI Filing Summary

TeraWulf Inc. director Michael C. Bucella reported two recent equity transactions in the company’s stock. On December 9, 2025, 250 shares of Series A Convertible Preferred Stock were mandatorily converted into 35,487 shares of common stock under the issuer’s certificate of designations at a conversion price of $10.00 per preferred share.

On November 13, 2025, he purchased 4,178 shares of TeraWulf common stock in open-market transactions at a weighted average price of $12.01 per share, with individual trade prices ranging from $11.80 to $12.03. These transactions increase his direct equity ownership in the company as a director.

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
Estimated average burden
hours per response:			0.5

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^*

Bucella Michael C.

(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)
11/13/2025

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		35,487	A	(1)	262,780	D
Common stock, $0.001 par value per share	11/13/2025		P		4,178	A	$12.01(2)	266,958	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			250	(1)	(1)	Common stock, $0.001 par value per share	35,487	$1,000	0	D

Explanation of Responses:

1. As of the date of the event requiring the filing of this report, the 250 shares of Series A Convertible Preferred Stock (the "Preferred Stock") were converted into 35,487 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.

2. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $11.80 - $12.03, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

Remarks:

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for Michael C. Bucella	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).
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 transactions did TeraWulf (WULF) director Michael C. Bucella report?

Director Michael C. Bucella reported two transactions: a mandatory conversion of 250 shares of Series A Convertible Preferred Stock into 35,487 common shares on December 9, 2025, and an open-market purchase of 4,178 common shares on November 13, 2025.

How many TeraWulf (WULF) common shares resulted from the preferred stock conversion?

The conversion of 250 shares of Series A Convertible Preferred Stock resulted in 35,487 shares of common stock, as disclosed in the explanation of responses.

At what price did the TeraWulf (WULF) director buy common stock?

On November 13, 2025, the director bought 4,178 common shares at a weighted average price of $12.01 per share, with individual trade prices ranging from $11.80 to $12.03.

What type of derivative security did the TeraWulf (WULF) director hold?

He held Series A Convertible Preferred Stock, a derivative security convertible into TeraWulf common stock. The reported transaction shows 250 preferred shares being converted into 35,487 common shares.

What is Michael C. Bucella’s relationship to TeraWulf Inc. (WULF)?

Michael C. Bucella is identified as a director of TeraWulf Inc. in the relationship section of the report.

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

The 250 shares of Series A Convertible Preferred Stock were converted into common stock via a mandatory conversion by the issuer under Section 10(c) of the certificate of designations.