TERAWULF INC.
For the period ended Sep 8, 2025. Filed Sep 8, 2025.
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Sep 8, 2025 · Filed Sep 8, 2025
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DEF 14A 1 def14a-definitiveproxyxspe.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
TERAWULF INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
September 8, 2025
Dear Stockholder:
We are pleased to invite you to attend a special meeting (the “Special Meeting”) of stockholders of TeraWulf Inc. (the “Company,” “TeraWulf,” “we,” “us,” or “our”) to be held on Tuesday, September 30, 2025 at 12 p.m., Eastern Time. The Special Meeting will be held in virtual meeting format only.
You may visit www.investors.terawulf.com to access various web-based reports, executive messages and timely information about TeraWulf’s global business.
Whether or not you plan to attend the Special Meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the meeting and vote your shares at the meeting if you wish to do so.
The Special Meeting will be held for the following purpose as more fully described in the attached formal meeting notice and proxy statement, including the appendices thereto and related materials (the “Proxy Statement”):
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share (“Common Stock”), authorized for issuance from 600,000,000 shares to 950,000,000 shares (the “Charter Amendment” and such proposal the “Charter Amendment Proposal”).
The Proxy Statement attached to this letter provides you with more specific information concerning the Special Meeting, the Charter Amendment Proposal and other matters, including information as to how to cast your vote. The Company encourages you to read the entire Proxy Statement, including the appendices, carefully and in their entirety.
Holders of shares of the Company’s Common Stock, and holders of shares of our Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), voting together as a single class, of record at the close of business on August 25, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any postponements or adjournments thereof.
Your vote is important. Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, we urge you to vote and submit your proxy promptly through the Internet, telephone or mail.
On behalf of the board of directors of the Company, we would like to express our appreciation for your continued support of and interest in TeraWulf.
If you have questions about the Special Meeting or need additional copies of our proxy materials, please contact Investor Relations at 410-770-9500 or info@terawulf.com. If you require assistance in submitting your proxy or voting your shares, please contact EQ Shareowner Services atstocktransfer@equiniti.com or 651-450-4064.
If your bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.
Sincerely,
Paul B. Prager
Chair of the Board of Directors
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
| Time and Date | 12 p.m., Eastern Time, on Tuesday, September 30, 2025. |
|---|---|
| Place | The Special Meeting will be held in virtual format only. You will be able to attend and participate in the Special Meeting online by visiting: www.proxypush.com/WULF, where you will be able to listen to the meeting live, submit questions and vote. To be admitted to the virtual meeting, eligible persons must first register at anytime before the Special Meeting by visiting register.proxypush.com/WULF on their smartphone, tablet or computer. You will then be required to enter the 16-digit control number found on your proxy card or voting instruction form. If your shares are held in “street name” through a broker, bank or other nominee, you may obtain your control number by contacting them. If you encounter any trouble registering by visiting register.proxypush.com/WULF, you may seek assistance by clicking “Having trouble registering?” at the bottom of the page. After registering, you will receive a confirmation email. Additionally, you will receive a reminder email approximately one hour before the start of the meeting to the email address provided during registration. If you encounter any difficulty accessing the Special Meeting or during the Special Meeting, please call the technical support number posted on the Special Meeting website. The technical support number will be available at least 15 minutes before the start of the meeting. |
| Items of Business | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share (“Common Stock”), authorized for issuance from 600,000,000 shares to 950,000,000 shares (the “Charter Amendment”). We refer to this proposal as the “Charter Amendment Proposal.” |
| Record Date | Holders of shares of the Company’s Common Stock and holders of shares of our Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), voting together as a single class, of record at the close of business on August 25, 2025, are entitled to notice of, and to vote at, the Special Meeting or any postponements or adjournments thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection by any stockholder at our principal executive offices for a period of ten days prior to the Special Meeting. |
| Voting | Your vote is important. Whether or not you plan to attend the Special Meeting, we urge you to submit your proxy or voting instructions through the Internet, telephone or mail as soon as possible. |
This Notice of Special Meeting of Stockholders (the “Notice”), the accompanying proxy statement and form of proxy are first being mailed on or about September 9, 2025 to stockholders of record as of August 25, 2025. Only stockholders of record at the close of business on that date may vote by ballot at the meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend TeraWulf Inc.’s Special Meeting, we strongly encourage you to submit your proxy or voting instructions as soon as possible.
We also encourage you to submit your proxy or voting instructions via the Internet, which is convenient, helps reduce the environmental impact of our Special Meeting and saves us significant postage and processing costs. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and the Special Meeting” beginning on page 1 of the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERSTO BE HELD IN VIRTUAL FORMAT ONLY ON TUESDAY, SEPTEMBER 30, 2025 AT 12 P.M. EASTERN TIMETHE PROXY STATEMENT FOR THE SPECIAL MEETING IS AVAILABLE ON THE INTERNET ATwww.investors.terawulf.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.