TERAWULF INC.

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

(Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

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TERAWULF INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO STOCKHOLDERS

April 28, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to TeraWulf Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held in a virtual-only format, on Tuesday, June 9, 2026, at 11:00 A.M., Eastern Time.

We are a vertically integrated owner, developer and operator of large-scale digital infrastructure in the United States, purpose-built to support high performance computing (“HPC”) workloads, including artificial intelligence (“AI”), machine learning and advanced cloud applications.

Fiscal 2025 was a year of significant execution for TeraWulf as we advanced our strategy to develop and operate power-advantaged digital infrastructure. During the year, we executed long-term HPC lease agreements, raised substantial capital, advanced development across multiple sites and continued to scale our platform. These efforts position the Company to continue its transition toward a contracted, infrastructure-based model, with long-term, credit-enhanced HPC hosting expected to become the primary driver of future revenue and cash flow.

You will find information regarding the matters to be voted on at the Annual Meeting, including the accompanying Notice of Annual Meeting and proxy statement on www.investors.terawulf.com. As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing our proxy statement, the form of proxy, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”), to stockholders electronically via the internet. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals to be considered and the procedures for voting your shares. Please review these materials carefully.

Additional information about the Company is available at www.investors.terawulf.com, including investor presentations, financial results and other updates.

Whether or not you plan to attend the virtual Annual Meeting, we encourage you to submit your proxy or voting instructions in advance using one of the methods described in the proxy statement. Doing so will not affect your ability to attend the meeting and vote your shares at the meeting if you wish to do so.

If you have questions about the Annual Meeting or require additional copies of the proxy materials, please contact Investor Relations at 410-770-9500 or info@terawulf.com. For assistance in submitting your proxy or voting your shares, please contact EQ Shareowner Services at stocktransfer@equiniti.com or 651-450-4064.

If your shares are held through a broker, bank, or other nominee, please contact your nominee for additional information.

We appreciate your continued support and look forward to your participation in the Annual Meeting.

Sincerely,

Paul Prager

Chairman of the Board of Directors

TERAWULF INC.

9 Federal Street

Easton, MD 21601

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TeraWulf Inc. (the “Company”). The Annual Meeting will be held in a virtual-only format on Tuesday, June 9, 2026, at 11:00 A.M., Eastern Time. To attend, submit questions or vote during the virtual meeting, eligible persons must first register at any time before the Annual 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 at 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 Annual Meeting or during the Annual Meeting, please call the technical support number posted on the Annual Meeting website. The technical support number will be available at least 15 minutes before the start of the meeting.

We encourage shareholders to visit www.proxypush.com/WULF for the most up-to-date information on the Annual Meeting, any procedures and limitations concerning attendance, and instructions on how to vote and ask questions during the Annual Meeting. Whether or not shareholders plan to attend the virtual-only Annual Meeting, we urge shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in these proxy materials. The Annual Meeting is being held for the following purposes:

1. The election of Paul Prager, Nazar Khan, Kerri Langlais, Michael Bucella, Walter Carter, Amanda Fabiano, Catherine Motz, Steven Pincus and Lisa Prager to the Company’s Board of Directors for one-year terms;

2. The approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay”);

3. The ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

4. To transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof.

These matters are more fully described in the proxy statement. The Board of Directors recommends that you vote FOR ALL the director nominees, FOR the advisory approval of the Say-on-Pay proposal and FOR the ratification of the appointment of the independent auditors. Holders of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) of record at the close of business on April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

If you have questions about the Annual 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 at stocktransfer@equiniti.com or 651-450-4064.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend TeraWulf Inc.’s Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible.

For convenience, we recommend submitting your proxy or voting instructions via the Internet. Detailed instructions on how to vote your shares are provided in the section entitled “Some Questions You May Have Regarding This Proxy Statement,” beginning on page 1 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING

The proxy statement for the Annual Meeting and the Company’s Annual Report for the fiscal year ended December 31, 2025 are available at www.investors.terawulf.com.