Vanguard (WULF) reports 8.03% Terawulf stake with 33.6M shares held

Rhea-AI Filing Summary

The Vanguard Group has disclosed a significant ownership stake in Terawulf Inc. As of 12/31/2025, it beneficially owned 33,643,009 shares of Terawulf common stock, representing 8.03% of the outstanding class. Vanguard reports shared voting power over 2,670,876 shares and shared dispositive power over all 33,643,009 shares, with no sole voting or dispositive power.

The filing states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Terawulf. Vanguard also notes an internal realignment effective 01/12/2026, after which certain subsidiaries or divisions that pursue the same investment strategies may report beneficial ownership separately from The Vanguard Group.

Insights

Equity ownership and governance analyst

Vanguard reports an 8.03% passive stake in Terawulf common stock.

The Vanguard Group reports beneficial ownership of 33,643,009 Terawulf shares, equal to 8.03% of the common stock as of 12/31/2025. It has shared voting power over 2,670,876 shares and shared dispositive power over the full 33,643,009 shares, indicating broad portfolio exposure rather than concentrated control.

The certification explicitly states the position is held in the ordinary course of business and not to change or influence control, characterizing this as a passive institutional holding. An internal realignment effective 01/12/2026 means some Vanguard subsidiaries or business divisions may later report ownership separately, but they will continue the same investment strategies.

Because this is a Schedule 13G/A and not a 13D, and the stated intent is non‑control, the disclosure mainly informs investors about a large institutional holder in Terawulf, without signaling a strategic campaign or governance challenge. Future beneficial ownership reports from related Vanguard entities may refine how this stake is presented.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Terawulf Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88080T104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 88080T104

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,670,876.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 33,643,009.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,643,009.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.03 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. In accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. anticipates that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Terawulf Inc
(b)	Address of issuer's principal executive offices: 9 Federal St, Easton, MD, 21601
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 88080T104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 33643009
(b)	Percent of class: 8.03 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2670876
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 33643009
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	01/30/2026

FAQ

How many Terawulf (WULF) shares does The Vanguard Group own?

The Vanguard Group beneficially owns 33,643,009 shares of Terawulf common stock. This represents an 8.03% stake in the company as of December 31, 2025, according to the Schedule 13G/A filing.

What percentage of Terawulf (WULF) does Vanguard’s 33,643,009 shares represent?

Vanguard’s 33,643,009 beneficially owned shares represent 8.03% of Terawulf’s common stock. This level of ownership makes Vanguard a significant institutional holder but is disclosed as a passive investment under Schedule 13G/A.

Does Vanguard control voting for all its Terawulf (WULF) shares?

No. Vanguard reports shared voting power over 2,670,876 Terawulf shares and no sole voting power. It has shared dispositive power over 33,643,009 shares, reflecting portfolio management across clients and funds rather than full centralized voting control.

Is The Vanguard Group seeking to influence control of Terawulf (WULF)?

The filing states the securities were acquired and are held in the ordinary course of business. Vanguard certifies they were not acquired and are not held for changing or influencing control of Terawulf, consistent with a passive Schedule 13G/A position.

Who ultimately benefits from Vanguard’s Terawulf (WULF) holdings?

Vanguard explains that its clients, including registered investment companies and other managed accounts, have the right to receive dividends and sale proceeds. No single other person’s interest in the reported securities exceeds 5% of the class.

What internal change at Vanguard affects future reporting of its Terawulf (WULF) stake?

Vanguard states that on January 12, 2026, it underwent an internal realignment and no longer performs portfolio management or proxy voting. Certain subsidiaries or business divisions may report beneficial ownership separately going forward while pursuing the same strategies.