WULF / TeraWulf Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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

Table of Contents 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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Inc. Announces Full Exercise of Greenshoe Option in $1.0 Billion Convertible Senior Notes Offering

Exhibit 99.1 TeraWulf Inc. Announces Full Exercise of Greenshoe Option in $1.0 Billion Convertible Senior Notes Offering EASTON, Md., August 22, 2025 (GLOBE NEWSWIRE) - TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, predominantly zero-carbon digital infrastructure, today announced that the initial purchasers of 1.00% Convertible S

TERAWULF INC. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of August 20, 2025 1.00% Convertible Senior Notes due 2031 TABLE OF CONTENTS

Exhibit 4.1 TERAWULF INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 20, 2025 1.00% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes 15 Section 2.01. Designation and Amount 15 Section

[Signature Page to Follow]

Exhibit 10.1 [Dealer name and address] To: TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 From: [Dealer] Re: [Base]/[Additional] Capped Call Transaction Date: [], 2025 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Inc. Announces Upsize and Pricing of $850 Million Convertible Notes Offering

Exhibit 99.1 TeraWulf Inc. Announces Upsize and Pricing of $850 Million Convertible Notes Offering EASTON, Md., August 18, 2025 (GLOBE NEWSWIRE) - TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, predominantly zero-carbon digital infrastructure, today announced the upsize and pricing of its offering of $850 million aggregate princip

TeraWulf Announces Fluidstack Expansion with 160 MW CB-5 Lease at Lake Mariner Total Contracted Capacity Increases to Over 360 MW of Critical IT Load Represents $6.7 Billion in Contracted Revenue, with Potential to Reach $16 Billion with Lease Extens

Exhibit 99.1 TeraWulf Announces Fluidstack Expansion with 160 MW CB-5 Lease at Lake Mariner Total Contracted Capacity Increases to Over 360 MW of Critical IT Load Represents $6.7 Billion in Contracted Revenue, with Potential to Reach $16 Billion with Lease Extensions Google Increases Backstop to $3.2 Billion and Stake in TeraWulf to 14% TeraWulf and Fluidstack Engaged in Discussions Regarding Addi

TeraWulf Inc. Announces Proposed Private Offering of $400 Million of Convertible Notes

Exhibit 99.1 TeraWulf Inc. Announces Proposed Private Offering of $400 Million of Convertible Notes EASTON, Md., August 18, 2025 - TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, predominantly zero-carbon digital infrastructure, today announced that it intends to offer, subject to market conditions and other factors, $400 million a

TeraWulf Capitalization Table As of August 18, 2025 16 Note: all figures are approximate. Outstanding $ 7.00 $ 8.00 $ 9.00 $ 10.00 $ 11.50 $ 13.00 $ 14.50 $ 16.00 Common Stock 392,156 392,156 392,156 392,156 392,156 392,156 392,156 392,156 392,156 Co

Exhibit 99.2 $91 $400 $180 ($230) ($100) ($300) ($3,660) $201 $3,820 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 Cash on BS 2Q25A Convertible Offering Core42 Debt Financing Fluidstack Debt Financing Core42 CapEx Financing Fees & Capped Call Other Fluidstack Financing Costs Fluidstack CapEx Estimated Unallocated Cash Capital Allocation - Structured to Maximize Google Supp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

1 Q2 2025 Update Presentation August 14, 2025 Moving Infrastructure Forward

Exhibit 99.3 1 Q2 2025 Update Presentation August 14, 2025 Moving Infrastructure Forward SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward - looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 , as amended . Such forward - looking statements include statements concerning anticipa

LEASE AGREEMENT cayuga OPERATING COMPANY LLC, LANDLORD Lake Hawkeye LLC, TENANT For the premises located in the Town of Lansing, Tompkins County, State of New York

Exhibit 10.1 LEASE AGREEMENT cayuga OPERATING COMPANY LLC, LANDLORD AND Lake Hawkeye LLC, TENANT For the premises located in the Town of Lansing, Tompkins County, State of New York   LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is dated as of August 12, 2025 (the “Effective Date”) by and between CAYUGA OPERATING COMPANY LLC, a Delaware limited liability company, having an address of 228 Cayu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Secures Long-Term Ground Lease at Cayuga Site to Expand High-Performance Computing Infrastructure 80-Year Lease Unlocks Up to 400 MW of Infrastructure Capacity, Enhancing TeraWulf’s Platform for AI and HPC Growth

Exhibit 99.1 TeraWulf Secures Long-Term Ground Lease at Cayuga Site to Expand High-Performance Computing Infrastructure 80-Year Lease Unlocks Up to 400 MW of Infrastructure Capacity, Enhancing TeraWulf’s Platform for AI and HPC Growth EASTON, Md. – August 14, 2025 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation di

TeraWulf Reschedules Second Quarter 2025 Investor Conference Call to Thursday, August 14, 2025 Call to be held at 8:00 a.m. ET; webcast and replay information available on the Company’s investor website at investors.terawulf.com

Exhibit 99.2 TeraWulf Reschedules Second Quarter 2025 Investor Conference Call to Thursday, August 14, 2025 Call to be held at 8:00 a.m. ET; webcast and replay information available on the Company’s investor website at investors.terawulf.com EASTON, Md. – August 13, 2025 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and operates vertically integrated, next-generation dig

TERAWULF INC. FORM OF WARRANT

Exhibit 4.1 TERAWULF INC. FORM OF WARRANT This warrant and the securities issuable upon exercise of this warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. This warrant and the securities issuable upon exercise of this warrant may not be sold or offered for sale, pledged or hypothecated ex

TeraWulf Signs 200+ MW, 10-Year AI Hosting Agreements with Fluidstack Further Establishes TeraWulf as a Leading Provider of Hyperscale AI Infrastructure, Backed by Tier 1 Counterparties Transaction Anchors ~$3.7 Billion in Contracted Revenues, with P

Exhibit 99.1 TeraWulf Signs 200+ MW, 10-Year AI Hosting Agreements with Fluidstack Further Establishes TeraWulf as a Leading Provider of Hyperscale AI Infrastructure, Backed by Tier 1 Counterparties Transaction Anchors ~$3.7 Billion in Contracted Revenues, with Potential to Reach $8.7 Billion Through Lease Extensions Google Backstops $1.8 Billion of Fluidstack Obligations in Support of Project Deb

FORM OF RECOGNITION AGREEMENT

Exhibit 10.1 FORM OF RECOGNITION AGREEMENT THIS RECOGNITION AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of August, 2025 (being the latest of the parties’ dates of execution; the “Effective Date”), by and among Akela Data LLC, a Delaware limited liability company (“Akela”), Fluidstack USA I Inc., a Delaware corporation (“Fluidstack”), and Google LLC, a Delaware limited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

WULF Compute Signs 1 0 - Year AI Hosting Agreement with Fluidstack 20 0+ MW Hyperscale Colocation at Lake Mariner | ~$ 3.7 Billion in Contracted Revenue Deal Announcement | August 2025

Exhibit 99.2 WULF Compute Signs 1 0 - Year AI Hosting Agreement with Fluidstack 20 0+ MW Hyperscale Colocation at Lake Mariner | ~$ 3.7 Billion in Contracted Revenue Deal Announcement | August 2025 SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward - looking statements within the meaning of the “safe har bor” provisions of the Private Securities Litigat

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT    This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 12, 2025, by and among TeraWulf Inc., a Delaware corporation (the “Company”), and Riesling Power LLC, a Delaware limited liability company (“Holder” and, collectively, together with any transferee of Shares (as defined below) that enters into a joinder to this Agreement

TeraWulf Reports Second Quarter 2025 Results On schedule and on budget to deliver 72.5 MW of gross HPC hosting infrastructure to Core42 in 2025. Advanced process to secure additional HPC customers; targeting 200–250 MW operational by year-end 2026. B

TeraWulf Reports Second Quarter 2025 Results On schedule and on budget to deliver 72.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWUL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWULF

First Amendment to TeraWulf 2021 Omnibus Incentive Plan, dated May 5, 2025

Exhibit 10.2 FIRST AMENDMENT TO THE TERAWULF 2021 OMNIBUS INCENTIVE PLAN The TeraWulf 2021 Omnibus Incentive Plan (the “Plan”) of TeraWulf Inc., a Delaware corporation (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”), is hereby amended, effective as of May 5, 2025, as follows: 1. Amendment to Sections 5(b) and 5(

As filed with the Securities and Exchange Commission on June 13, 2025

As filed with the Securities and Exchange Commission on June 13, 2025 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 TERAWULF INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.001 par value per share Other 45,000,000 $ 195,975,000.00 0.0001531 $ 30,003.77 Total Offering Amounts

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 TERAWULF INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Inc. 5,798,319 Shares of Common Stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-284318 PROSPECTUS SUPPLEMENT (To Prospectus dated January 16, 2025) TeraWulf Inc. 5,798,319 Shares of Common Stock This prospectus supplement relates to resale of 5,798,319 outstanding shares of our common stock, $0.001 par value per share (“Common Stock”) by the selling stockholder named in this prospectus supplement (the “Selling Stockholder”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

Registration Rights Agreement between TeraWulf Inc. and Beowulf E&D Holdings Inc, May 21, 2025

Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 21, 2025, by and among TeraWulf Inc.

Transition Services Agreement, by and between Heorot Power Holdings LLC, TeraCub Inc., TeraWulf Inc., Beowulf E&D (MD) LLC, Beowulf E&D (NY) LLC and Beowulf Electricity & Data LLC, dated as of May 21, 2025

Execution Version TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 21, 2025, is entered into by and among TeraWulf Inc.

TeraWulf Acquires Beowulf Electricity & Data, Streamlining Corporate Structure EASTON, Md. – May 27, 2025 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and operates vertically integrated, next-generation digital infrastruct

TeraWulf Acquires Beowulf Electricity & Data, Streamlining Corporate Structure EASTON, Md.

Amended and Restated Lease Agreement between Somerset Operating Company, LLC and Lake Mariner Data LLC, dated as of May 21, 2025

Execution Version AMENDED AND RESTATED LEASE AGREEMENT SOMERSET OPERATING COMPANY, LLC, LANDLORD AND LAKE MARINER DATA LLC, TENANT For the premises located in the Town of Somerset, Tax Map #8.

Membership Interest Purchase Agreement, by and between Beowulf E&D Holdings Inc., TeraCub Inc., and TeraWulf Inc., dated as of May 21, 2025

Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Beowulf E&D Holdings Inc.

Release and Waiver Agreement, by and between Beowulf E&D Holdings Inc., TeraCub Inc., TeraWulf Inc., Beowulf E&D (MD) LLC, Beowulf E&D (NY) LLC and Beowulf Electricity & Data LLC, dated as of May 21, 2025

RELEASE AND WAIVER THIS RELEASE AND WAIVER (this “Release”), dated May 21, 2025, is by and among Beowulf E&D Holdings Inc.

TeraWulf Reports First Quarter 2025 Results Commenced buildout of dedicated HPC data halls and remain on track to deliver 72.5 MW of gross HPC hosting infrastructure to Core42 in 2025. Initiated process to secure additional HPC customers; targeting 2

TeraWulf Reports First Quarter 2025 Results Commenced buildout of dedicated HPC data halls and remain on track to deliver 72.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

1 First Quarter 2025 Update May 9, 2025 Moving Infrastructure Forward SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private

1 First Quarter 2025 Update May 9, 2025 Moving Infrastructure Forward SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended.

dment to the TeraWulf 2021 Omnibus Incentive Plan, effective May 5, 2025

1 Doc#: US1:26987368v2 FIRST AMENDMENT TO THE TERAWULF 2021 OMNIBUS INCENTIVE PLAN The TeraWulf 2021 Omnibus Incentive Plan (the “Plan”) of TeraWulf Inc.

TeraWulf Inc. Up to $200,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284318 PROSPECTUS SUPPLEMENT (To Prospectus dated January 16, 2025) TeraWulf Inc. Up to $200,000,000 Common Stock We have entered into a Sales Agreement with Cantor Fitzgerald & Co., ATB Capital Markets USA Inc., Compass Point Research & Trading, LLC, Northland Securities, Inc., Roth Capital Partners, LLC, Keefe, Bruyette & Woods, Inc., and Vir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

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. )

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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

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. )

Table of Contents 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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

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. )

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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 TERAWULF INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

TeraWulf Inc. 64,138,534 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284318 PROSPECTUS SUPPLEMENT (To Prospectus dated January 16, 2025) TeraWulf Inc. 64,138,534 Shares of Common Stock This prospectus supplement relates to resale of 64,138,534, which includes 46,871,801 outstanding shares of our common stock, $0.001 par value per share (“Common Stock”), and 17,266,733 shares of our Common Stock issuable upon exe

Non-Employee Director Compensation Policy

Effective January 1, 2025 Doc#: US1:16917742v4 TERAWULF INC. Non-Employee Director Compensation Each “non-employee director” of TeraWulf Inc. (the “Company”) will be entitled to receive the following compensation (directors who are also employees of the Company or any of its subsidiaries will not be entitled to the compensation listed below or any additional compensation in respect of their servic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWULF IN

List of subsidiaries

ex211-listofsubsidiaries Exhibit 21.1 SUBSIDIARIES OF TERAWULF INC. The registrant’s subsidiaries as of December 31, 2024 are set forth in the list below: Legal Entity Name Percentage of Voting Securities Owned Directly or Indirectly by Registrant Jurisdiction of Organization Kyalami Data LLC 100% Delaware La Lupa Data LLC 100% Delaware Lake Mariner Data LLC 100% Delaware RM 101 Inc. 100% Minnesot

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

wulf-clawbackpolicyfinal TERAWULF INC. (the “Company") CLAWBACK POLICY FOR THE RECOVERY OF EXCESS INCENTIVE COMPENSATION Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance comp

Description of Securities

ex41-descriptionofsecuri Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, TeraWulf Inc. (“us”, “our”, “we”, “TeraWulf”, or the “Company”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our common stock, par val

1 ; ; 2 ➢ ➢ ➢ ➢ ➢ 3 3 MW 60 MW 60 MW 110 MW 195 MW 195 MW 245 MW 30 MW 50 MW 50 MW 0.3 EH/s 2.0 EH/s 3.3 EH/s 5.5 EH/s 10.0 EH/s 9.7 EH/s 13.1 EH/s 0.0 EH/s 2.0 EH/s 4.0 EH/s 6.0 EH/s 8.0 EH/s 10.0 EH/s 12.0 EH/s 14.0 EH/s 0 MW 50 MW 100 MW 150 MW 20

wulfq42024investorpresup 1 ; ; 2 ➢ ➢ ➢ ➢ ➢ 3 3 MW 60 MW 60 MW 110 MW 195 MW 195 MW 245 MW 30 MW 50 MW 50 MW 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

TeraWulf Reports Fourth Quarter and Full Year 2024 Results Announced strategic expansion into AI-driven HPC hosting with long-term data center leases expected to generate $1 billion in cumulative revenue over initial 10-year contract terms Annual rev

TeraWulf Reports Fourth Quarter and Full Year 2024 Results Announced strategic expansion into AI-driven HPC hosting with long-term data center leases expected to generate $1 billion in cumulative revenue over initial 10-year contract terms Annual revenue and non-GAAP adjusted EBITDA increase 102% and 89% year-over-year, respectively Expanded self-mining operating capacity by 94% year-over-year to 9.

As filed with the Securities and Exchange Commission on January 29, 2025

As filed with the Securities and Exchange Commission on January 29, 2025 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 TERAWULF INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.001 par value per share Other 10,092,604 $ 6.63 $ 66,913,964.52 0.0001531 $ 10,244.53 Total Offering A

As filed with the Securities and Exchange Commission on January 16, 2025

As filed with the Securities and Exchange Commission on January 16, 2025 Registration No.

Wilmington Trust Company, National Association

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

Filing Fee Table.

Calculation of Filing Fee Tables S-3 TERAWULF INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Announces December 2024 Production and Operations Update Secured high-performance computing (HPC) data center leases with Core42 for more than 70 MW of digital infrastructure, representing total revenue of more than $1 billion over initial 1

wulfopsreport-202412dec2 TeraWulf Announces December 2024 Production and Operations Update Secured high-performance computing (HPC) data center leases with Core42 for more than 70 MW of digital infrastructure, representing total revenue of more than $1 billion over initial 10-year term Earned 158 self-mined bitcoin in December for a total of 2,728 bitcoin year-to-date and 423 in Q4 2024 Achieved 9.

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and amendments thereto, relating to the common stock, $0.

TeraWulf to Deliver over 70 MW of Data Center Infrastructure for G42s US Operations

EX-99.1 2 eh240572111ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 FINAL TRANSCRIPT 2024-12-23 Terawulf Inc (WULF US Equity) TeraWulf to Deliver over 70 MW of Data Center Infrastructure for G42s US Operations Company Participants · John Larkin, Director, Investor Relations · Kerri Langlais, Chief Strategy Officer · Nazar Khan, Co-Founder, Chief Operating Officer & Chief Technology Officer · Patrick Fleury,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

TeraWulf Announces November 2024 Production and Operations Update Completed critical electrical upgrades to support Lake Mariner HPC hosting and mining buildings Remain on schedule to deliver 72.5 MW of HPC hosting capacity by the end of Q2 2025 Succ

TeraWulf Announces November 2024 Production and Operations Update Completed critical electrical upgrades to support Lake Mariner HPC hosting and mining buildings Remain on schedule to deliver 72.

TeraWulf Announces Promotion of Sean Farrell to Chief Operating Officer Farrell to Drive Operational Execution as the Company Scales Data Center Infrastructure EASTON, Md. – November 21, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company

TeraWulf Announces Promotion of Sean Farrell to Chief Operating Officer Farrell to Drive Operational Execution as the Company Scales Data Center Infrastructure EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TE

between Luxor Technology Corporation and TeraLease LLC, dated as

MASTER SALES AND PURCHASE AGREEMENT BETWEEN LUXOR TECHNOLOGY CORPORATION (“Purchaser”) AND TERALEASE LLC (“Supplier”) -1- This Master Sales and Purchase Agreement (this “Agreement”) is entered into on October 3, 2024 (the “Effective Date”) by and between: TeraLease LLC, a Delaware limited liability company (“Supplier”), with its principal place of business at 9 Federal Street, Easton, MD 21601.

1 2 ➢ ➢ ➢ ➢ ➢ ➢ 3 3 MW 60 MW 60 MW 110 MW 195 MW 245 MW 30 MW 50 MW 50 MW 0.3 EH/s 2.0 EH/s 3.3 EH/s 5.5 EH/s 10.0 EH/s 13.1 EH/s 0.0 EH/s 2.0 EH/s 4.0 EH/s 6.0 EH/s 8.0 EH/s 10.0 EH/s 12.0 EH/s 14.0 EH/s 0 MW 50 MW 100 MW 150 MW 200 MW 250 MW 300 MW

1 2 ➢ ➢ ➢ ➢ ➢ ➢ 3 3 MW 60 MW 60 MW 110 MW 195 MW 245 MW 30 MW 50 MW 50 MW 0.3 EH/s 2.0 EH/s 3.3 EH/s 5.5 EH/s 10.0 EH/s 13.1 EH/s 0.0 EH/s 2.0 EH/s 4.0 EH/s 6.0 EH/s 8.0 EH/s 10.0 EH/s 12.0 EH/s 14.0 EH/s 0 MW 50 MW 100 MW 150 MW 200 MW 250 MW 300 MW 350 MW 400 MW 1H 2022 2H 2022 1H 2023 2H 2023 3Q 2024 1Q 2025E LMD Mining Nautilus Mining Total Hash Rate Our Operations ➢ Scalable Infrastructure: 7

Exhibit 99.1 TeraWulf Reports Third Quarter 2024 Financial Results Q3 2024 Revenue of $27.1 million and Non-GAAP Adjusted EBITDA of $6.0 million. Revenue growth of 42.8% year-over-year for the three-month period ended September 30, 2024. Operational

Exhibit 99.1 TeraWulf Reports Third Quarter 2024 Financial Results Q3 2024 Revenue of $27.1 million and Non-GAAP Adjusted EBITDA of $6.0 million. Revenue growth of 42.8% year-over-year for the three-month period ended September 30, 2024. Operational self-mining capacity as of September 30, 2024 increased 100% year-over-year to 10.0 EH/s. Subsequent to Q3 2024, strategic activities included: (i) sa

Form of TeraWulf Inc. Omnibus Incentive P

Execution Copy TERAWULF 2021 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Participant: [] # of Shares of Restricted Stock: [] Date of Grant: October 31, 2024 Vesting Schedule: One hundred percent (100%) of the shares of Restricted Stock shall vest as of the Date of Grant in accordance with terms of the Award Agreement attached hereto as Annex I; provided that such shares shall not be transferable until the 12-month anniversary of the Date of Grant.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

TeraWulf Announces October 2024 Production and Operations Update Accelerating delivery of 72.5 MW high-performance computing (HPC) hosting capacity by end of Q2 2025 8.1 EH/s of operational self-mining capacity, up 62% year-over-year EASTON, Md. – No

TeraWulf Announces October 2024 Production and Operations Update Accelerating delivery of 72.

Form of Capped Call Confirmations (incorporated by reference to Exhibit 4.3 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on October 25, 2024.)

EXHIBIT 10.1 [Dealer name and address] To: TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 From: [Dealer] Re: [Base]/[Additional] Capped Call Transaction Date: [], 2024 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”

TeraWulf Inc. Announces Closing of $500 Million 2.75% Convertible Senior Notes Offering

EXHIBIT 99.1 TeraWulf Inc. Announces Closing of $500 Million 2.75% Convertible Senior Notes Offering EASTON, Md.— October 25, 2024 — TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today completed its previously announced offering of 2.75% Convertib

Indenture, dated as of October 25, 2024, between TeraWulf Inc. and Wilmington Trust, National Association, as trustee, related to the 2.75% convertible senior notes (incorporated by reference to Exhibit 4.1 of TeraWulf’s Current Report on Form 8-K filed with the SEC on October 25, 2024).

EXHIBIT 4.1 TERAWULF INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 25, 2024 2.75% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes 14 Section 2.01. Designation and Amount 14 Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

Risks Related to Owning Our Common Stock

EXHIBIT 99.2 Risks Related to Owning Our Common Stock The notes may adversely affect the market price of our common stock. The market price of our common stock is likely to be influenced by the notes. For example, the market price of our common stock could become more volatile and could be depressed by investors’ anticipation of the potential resale in the market of a substantial number of additio

TeraWulf Inc. Announces Upsize and Pricing of $425 Million Convertible Notes Offering

EXHIBIT 99.1 TeraWulf Inc. Announces Upsize and Pricing of $425 Million Convertible Notes Offering EASTON, Md. – October 24, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today announced the upsize and pricing of its offering of $425 millio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

TeraWulf Inc. Announces Proposed Private Offering of $350 Million of Convertible Notes

EXHIBIT 99.2 TeraWulf Inc. Announces Proposed Private Offering of $350 Million of Convertible Notes EASTON, Md. – October 23, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today announced that it intends to offer, subject to market conditio

TeraWulf Inc.’s Board of Directors Authorizes $200 Million Share Repurchase Program

EXHIBIT 99.1 TeraWulf Inc.’s Board of Directors Authorizes $200 Million Share Repurchase Program EASTON, Md. – October 23, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today announced that its Board of Directors approved a share repurchase

Registration Rights Agreement between TeraWulf Inc. and Riesling Power LLC, dated as of October 9, 2024

a103-regrightsagrtriesli Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 9, 2024, by and among TeraWulf Inc.

Lease Agreement between Somerset Operating Company, LLC and Lake Mariner Data LLC, dated as of October 9, 2024 (incorporated by reference to Exhibit 10.1 to TeraWulf Inc.s Current Report on Form 8-K filed with the SEC on October 10, 2024.).

a101-newleaseagrtsomerse Execution Version LEASE AGREEMENT SOMERSET OPERATING COMPANY, LLC, LANDLORD AND LAKE MARINER DATA LLC, TENANT For the premises located in the Town of Somerset, Tax Map #8.

JOINT FILING AGREEMENT

EX-99.2 2 eh240543264ex2.htm EXHIBIT 2 EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and amendments thereto, relating to the common stock, $0.001 par value per share, of TeraWulf Inc. This Joint Filing Agreement shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

Agreement between Somerset Operating Company, LLC and Lake Mariner Data LLC, dated as of October 9, 2024 (incorporated by reference to Exhibit 10.

a102-leaseterminationagr Execution Version 1 LEASE TERMINATION AGREEMENT Somerset Operating Company, LLC (“Landlord”) and Lake Mariner Data LLC (“Tenant”) enter into this Lease Termination Agreement (the “Agreement”) as of October 9, 2024 (the “Termination Date”).

WULF / TeraWulf Inc. / Stammtisch Investments LLC - AMENDMENT NO. 13 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* TERAWULF Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Number) Stammtisch Investments LLC 9 Federal Street Easton, Maryland 21601 (410) 770-9500 (Name, Address and Telephone Number of Per

TeraWulf Enters Into Long-Term Ground Lease at Lake Mariner Facility to Attract High- Quality Customers Extends Lease Term Up to 80 Years and Expands Land Area to 157 Acres, Increasing Infrastructure Capacity to 750 MW in Support of Future Growth EAS

prwulflmdnewgroundlease1 TeraWulf Enters Into Long-Term Ground Lease at Lake Mariner Facility to Attract High- Quality Customers Extends Lease Term Up to 80 Years and Expands Land Area to 157 Acres, Increasing Infrastructure Capacity to 750 MW in Support of Future Growth EASTON, Md.

TeraWulf Announces September 2024 Production and Operations Update Significant advancements in HPC/AI digital infrastructure at Lake Mariner 10.0 EH/s of operational self-mining capacity, doubling year-over-year EASTON, Md. – October 4, 2024 – TeraWu

wulfopsreportsep2410-03x TeraWulf Announces September 2024 Production and Operations Update Significant advancements in HPC/AI digital infrastructure at Lake Mariner 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Monetizes Equity Interests in Nautilus Joint Venture to Fuel Expansion of HPC/AI and Bitcoin Mining at Flagship Lake Mariner Facility Total Consideration of Approximately $92 Million, Resulting In a 3.4x Return on Investment1 2 MW AI/HPC Pro

EXHIBIT 99.1 TeraWulf Monetizes Equity Interests in Nautilus Joint Venture to Fuel Expansion of HPC/AI and Bitcoin Mining at Flagship Lake Mariner Facility Total Consideration of Approximately $92 Million, Resulting In a 3.4x Return on Investment1 2 MW AI/HPC Proof-of-Concept Project Nearing Completion; Targeting operations for 20 MW CB-1 in Q1 2025 and 50 MW CB-2 in Q2 2025 Maintains Q1 2025 Targ

Investor Presentation, October 2024.

EXHIBIT 99.1

Purchase and Sale Agreement, by and among TeraWulf (Thales) LLC, Cumulus Coin LLC and Nautilus Cryptomine LLC, dated as of October 2, 2024 (incorporated by reference to Exhibit 10.1 of TeraWulf Inc.’s Form 8-K filed with the SEC on October 3, 2024)

EXHIBIT 10.1 Execution Version PURCHASE AND SALE AGREEMENT by and among TERAWULF (THALES) LLC, CUMULUS COIN LLC AND NAUTILUS CRYPTOMINE LLC dated as of October 2, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Rules of Construction 6 7 ARTICLE II PURCHASE AND SALE; WORKING CAPITAL; CLOSING 7 2.1 Closing 7 2.2 Nautilus Distributions; Purchase and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

TeraWulf Announces August 2024 Production and Operations Update Significant advancements of AI/HPC digital infrastructure at Lake Mariner 10.0 EH/s of installed and operational self-mining capacity, doubling year-over-year EASTON, Md. – September 4,

TeraWulf Announces August 2024 Production and Operations Update Significant advancements of AI/HPC digital infrastructure at Lake Mariner 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

Letter from RSM US LLP, dated August 21, 2024.

EXHIBIT 16.1 RSM US LLP 801 Nicollet Mall West Tower, Suite 1200 Minneapolis, MN 55402 T +1 612 332 4300 F +1 612 376 9876 www.rsmus.com August 21, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read TeraWulf Inc.’s statements included under Item 4.01 of its Form 8-K filed on August 21, 2024 and we agree with such statements concerning our firm.

Supplemental Agreement to Future Sales and Purchase Agreement, dated as of May 22, 2024, by and Between Bitmain Technologies Delaware Limited and TeraLease LLC (incorporated by reference to Exhibit 10.3 of TeraWulf Inc.’s Quarterly Report on Form 10-Q filed on August 13, 2024).

WULF / TeraWulf Inc. / Khan Nazar M. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWUL

TeraWulf Reports Second Quarter 2024 Financial Results Q2 2024 Revenue of $35.6 million, gross profit (exclusive of depreciation) of $21.7 million and Non-GAAP Adjusted EBITDA of $19.5 million. Revenue growth of 130.2% year-over-year for the three-mo

TeraWulf Reports Second Quarter 2024 Financial Results Q2 2024 Revenue of $35.6 million, gross profit (exclusive of depreciation) of $21.7 million and Non-GAAP Adjusted EBITDA of $19.5 million. Revenue growth of 130.2% year-over-year for the three-month period ended June 30, 2024. Paid down approximately $30.2 million of debt in Q2 2024, followed by a significant repayment of $75.8 million in July

1 2 ➢ ➢ o o ➢ ➢ ➢ ➢ (1) 350 MW available expansion capacity includes planned 50 MW BTC mining expansion at Nautilus. 3 3 MW 60 MW 60 MW 110 MW 195 MW 195 MW 245 MW 30 MW 50 MW 50 MW 50 MW 50 MW50 MW 23 MW 250 MW 50 MW 0.3 EH/s 2.0 EH/s 3.3 EH/s 5.5 E

1 2 ➢ ➢ o o ➢ ➢ ➢ ➢ (1) 350 MW available expansion capacity includes planned 50 MW BTC mining expansion at Nautilus.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Announces July 2024 Production and Operations Update Advancements of AI/HPC digital infrastructure projects at Lake Mariner 10 EH/s of installed and operational self-mining capacity, up 100.0% Y-o-Y Completion of Building 4 at Lake Mariner i

TeraWulf Announces July 2024 Production and Operations Update Advancements of AI/HPC digital infrastructure projects at Lake Mariner 10 EH/s of installed and operational self-mining capacity, up 100.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe

TeraWulf Announces Early Debt Payoff Debt-free balance sheet positions the Company to rapidly scale and deploy highly sought after energy infrastructure EASTON, Md. – July 9, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which ow

TeraWulf Announces Early Debt Payoff Debt-free balance sheet positions the Company to rapidly scale and deploy highly sought after energy infrastructure EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Announces June 2024 Production and Operations Update 8.8 EH/s of installed and operational self-mining capacity, up 76% Y-o-Y Construction of Building 4 at Lake Mariner substantially completed in June, paving the way to >10.0 EH/s in July 20

wulfopsreportjun24 TeraWulf Announces June 2024 Production and Operations Update 8.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2024 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Announces May 2024 Production and Operations Update 8.0 EH/s of installed and operational self-mining capacity, up 82% Y-o-Y Building 4 at Lake Mariner scheduled for completion in June, paving the way to >10.0 EH/s in 2H 2024 AI/HPC digital

wulfmay24opsreportdraft0 TeraWulf Announces May 2024 Production and Operations Update 8.

Amendment No. 2 to Sales Agreement, dated as of May 2

Exhibit 1.1 Execution Version AMENDMENT NO. 2 TO SALES AGREEMENT May 23, 2024 Cantor Fitzgerald & Co. 110 E 59th Street New York, NY 10022 ATB Capital Markets USA Inc. Suite 3530, TD Bank Tower 66 Wellington Street West Toronto, ON M5K 1A1 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street NW, Suite 303 Washington, DC 20007 Northland Securities, Inc. 150 South Fifth Street, Suite 3

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Inc. Up to $200,000,000 Common Stock

Filed Pursuant To Rule 424(b)(5) Registration No. 333-262226 PROSPECTUS SUPPLEMENT (To Prospectus dated February 4, 2022) TeraWulf Inc. Up to $200,000,000 Common Stock We have entered into a Sales Agreement with Cantor Fitzgerald & Co., ATB Capital Markets USA Inc., Compass Point Research & Trading, LLC, Northland Securities, Inc., Roth Capital Partners, LLC, Stifel Nicolaus Canada Inc., and Virtu

WULF / TeraWulf Inc. / Bayshore Capital LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numbe

1 ➢ ➢ ➢ ➢ ➢ ➢ Note: Figures represent illustrative estimates. WULF Compute metrics represent range for white space or rack ready colocation for illustrative purposes only. 4 ➢ Owned infrastructure to scale flexibly ➢ Lowest cost producer of BTC ➢ Sus

wulfinvestorpresentation 1 ➢ ➢ ➢ ➢ ➢ ➢ Note: Figures represent illustrative estimates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Reports First Quarter 2024 Financial Results Self-mined 1,057 bitcoin in Q1 2024, an 8.9% increase over Q4 2023, on a total installed hashrate of 8.0 EH/s. Q1 2024 revenue grows 82.2% over Q4 2023 to $42.4 million. Q1 2024 Non-GAAP Adjusted

Exhibit 99.1 TeraWulf Reports First Quarter 2024 Financial Results Self-mined 1,057 bitcoin in Q1 2024, an 8.9% increase over Q4 2023, on a total installed hashrate of 8.0 EH/s. Q1 2024 revenue grows 82.2% over Q4 2023 to $42.4 million. Q1 2024 Non-GAAP Adjusted EBITDA increases 95.4% over Q4 2023 to $32.0 million. Paid down approximately $63.6 million of debt so far in 2024, demonstrating the pow

Future Sales and Purchase Agreement, dated as of March 20, 2024, by and between Bitmain Technologies Delaware Limited and TeraLease LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWU

Certificate of Amendment of Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of April 16, 2024 (incorporated by reference to Exhibit 3.4 of TeraWulf’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2024

Delaware The First State Page 1 6011565 8100 Authentication: 203263353 SR# 20241475297 Date: 04-16-24 You may verify this certificate online at corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Announces April 2024 Production and Operations Update 8.0 EH/s of installed and operational self-mining capacity Mining fleet achieved a Company record of 98% utilization Building 4 (35 MW) at Lake Mariner nearing final construction, providi

TeraWulf Announces April 2024 Production and Operations Update 8.0 EH/s of installed and operational self-mining capacity Mining fleet achieved a Company record of 98% utilization Building 4 (35 MW) at Lake Mariner nearing final construction, providing path to 10.0 EH/s by mid-2024 EASTON, Md. – May 2, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), owners and operators of verti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe

TeraWulf Announces Continued Industry-Leading Cash Production and $30 Million Debt Repayment Demonstrates Continued Progress in Debt Reduction EASTON, Md. – April 8, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and op

wulfdebtrepaymentpr04-08 TeraWulf Announces Continued Industry-Leading Cash Production and $30 Million Debt Repayment Demonstrates Continued Progress in Debt Reduction EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

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. )

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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

TeraWulf Releases Inaugural Corporate Social Responsibility Report Highlights the Company’s Industry Leading ESG and Sustainability Efforts EASTON, Md. – April 3, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), owners and operators

wulfreleasesinauguralcsr TeraWulf Releases Inaugural Corporate Social Responsibility Report Highlights the Company’s Industry Leading ESG and Sustainability Efforts EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

TeraWulf Announces March 2024 Production and Operations Update 8 EH/s of installed and operational self-mining capacity Building 4 (35 MW) at Lake Mariner nearing final construction, providing path to 10 EH/s by mid-2024 EASTON, Md. – April 2, 2024 –

wulfmar24opsreport04-1x2 TeraWulf Announces March 2024 Production and Operations Update 8 EH/s of installed and operational self-mining capacity Building 4 (35 MW) at Lake Mariner nearing final construction, providing path to 10 EH/s by mid-2024 EASTON, Md.

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 April 1, 2024 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Livingston and David Lin Re: TeraWulf Inc. Registration Statement on Form S-3 Filed on September 29, 2023 File No. 333-274788 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Sec

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 March 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Office of Crypto Assets Re: TeraWulf Inc. Amendment No. 3 to Registration Statement on Form S-3 Filed March 8, 2024 File No. 333-274788 Ladies and Gentlemen: On behalf of TeraWulf Inc. (the “Comp

Fee Filing Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) TERAWULF INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF TERAWULF INC. The registrant’s subsidiaries as of December 31, 2023 are set forth in the list below: Legal Entity Name Percentage of Voting Securities Owned Directly or Indirectly by Registrant Jurisdiction of Organization Kyalami Data LLC 100% Delaware Lake Mariner Data LLC 100% Delaware Nautilus Cryptomine LLC 25% Delaware RM 101 Inc. 100% Minnesota TeraCub Inc. 100%

rporated by reference to Exhibit 19.1 to TeraWulf

TERAWULF INC. SECURITIES TRADING POLICY March 2022 To directors, officers and employees of TeraWulf Inc. and its subsidiaries (collectively, the “Company”): Attached is the securities trading policy for directors, officers and employees of the Company and for any employees and officers of Beowulf Electricity & Data Inc., Beowulf E&D (MD) Inc. and Beowulf E&D (NY) Inc. which has been adopted by the

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. )

Table of Contents 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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWULF IN

TeraWulf Reports Fourth Quarter and Full Year 2023 Results Annual Revenue Grows 360% Year-Over-Year; Annual BTC Self-Mined Increases 550% to 3,407 Reports Realized Cost of Power of 3.2 Cents Per Kilowatt Hour in 2023, Outperforming Company Guidance o

exhibit991-earningsrelea TeraWulf Reports Fourth Quarter and Full Year 2023 Results Annual Revenue Grows 360% Year-Over-Year; Annual BTC Self-Mined Increases 550% to 3,407 Reports Realized Cost of Power of 3.

1 Investor Presentation March 2024 An Infrastructure- Focused Mining Company SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the

exhibit992-wulfmarch24in 1 Investor Presentation March 2024 An Infrastructure- Focused Mining Company SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on March 8, 2024

As filed with the Securities and Exchange Commission on March 8, 2024 Registration No.

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 March 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Office of Crypto Assets Re: TeraWulf Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed January 16, 2024 File No. 333-274788 Ladies and Gentlemen: On behalf of TeraWulf Inc. (the “Co

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. )

Table of Contents 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 Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

TeraWulf Announces Preliminary Full Year 2023 Financial Highlights and Provides 2024 Guidance Reports Strong Financial Performance, Reiterates Plan for Organic Growth and Continued Debt Reduction in 2024 Forecasts Industry-Leading Bitcoin Mining Unit

wulf23resultsand24outloo TeraWulf Announces Preliminary Full Year 2023 Financial Highlights and Provides 2024 Guidance Reports Strong Financial Performance, Reiterates Plan for Organic Growth and Continued Debt Reduction in 2024 Forecasts Industry-Leading Bitcoin Mining Unit Economics for 2024 Targets 300 MW of Infrastructure Capacity in Operation by Year-End 2024 and 550 MW in 2025 EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

TeraWulf Reaffirms Business as Usual at the Nautilus Facility Amid Talen’s Sale of Data Center Campus Announces Exercise of Option to Expand at Nautilus Highlights Value of Over 300 MW of Available Digital Infrastructure Capacity at Lake Mariner Faci

TeraWulf Reaffirms Business as Usual at the Nautilus Facility Amid Talen’s Sale of Data Center Campus Announces Exercise of Option to Expand at Nautilus Highlights Value of Over 300 MW of Available Digital Infrastructure Capacity at Lake Mariner Facility EASTON, Md.

TeraWulf Announces February 2024 “Leap Month” Production and Operations Update 7.9 EH/s of installed and operational self‐mining capacity Building 4 (35 MW) at Lake Mariner advancing construction, providing path to 10 EH/s by mid‐2024 EASTON, Md. – M

wulffeb24opsreportdraft0 TeraWulf Announces February 2024 “Leap Month” Production and Operations Update 7.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

TeraWulf Announces $22 Million Debt Repayment and Increase in Self‐Mining Capacity Achieved 7.6 EH/s of self‐mining online in February. Expect to reach 8 EH/s of owned hashrate in Q1 2024 and 10 EH/s by mid‐2024. $22 million debt repayment extends ca

TeraWulf Announces $22 Million Debt Repayment and Increase in Self‐Mining Capacity Achieved 7.

WULF / TeraWulf Inc. / Revolve Capital LLC - SC 13G/A Passive Investment

SC 13G/A 1 d53994dsc13ga.htm SC 13G/A 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) December 31, 2023 (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 1

TeraWulf Announces January 2024 Production and Operations Update: 7.1 EH/s and Counting Achieved 7.1 EH/s of self‐mining in January with Building 3 (45 MW) at Lake Mariner fully energized Expected to reach 7.9 EH/s of owned hashrate in early February

wulfjan24opsreport02-1x2 TeraWulf Announces January 2024 Production and Operations Update: 7.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on January 16, 2024

As filed with the Securities and Exchange Commission on January 16, 2024 Registration No.

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 January 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Office of Crypto Assets Re: TeraWulf Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed December 1, 2023 File No. 333-274788 Ladies and Gentlemen: On behalf of TeraWulf Inc. (the

TeraWulf Announces Appointment of New Independent Directors to the Board Christopher Jarvis and Amanda Fabiano to join the TeraWulf Board EASTON, Md. – January 12, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and oper

wulfprboardappointments0 TeraWulf Announces Appointment of New Independent Directors to the Board Christopher Jarvis and Amanda Fabiano to join the TeraWulf Board EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

Supplemental Agreement II, dated as of January 8, 2024, by and between Bitmain Technologies Delaware limited and TeraLease LLC (incorporated by reference to Exhibit 10.1 of TeraWulf’s Current Report on Form 8-K (file no. 001-41163) filed with the SEC on January 12, 2024).

TeraWulf Announces December 2023 Production and Operations Updates Self-mined 334 BTC in December for a total of 3,401 BTC mined year-to-date Building 3 at Lake Mariner operationally ready with deployment of 18,500 S19j XP miners expected in February

TeraWulf Announces December 2023 Production and Operations Updates Self-mined 334 BTC in December for a total of 3,401 BTC mined year-to-date Building 3 at Lake Mariner operationally ready with deployment of 18,500 S19j XP miners expected in February 2024 Planning for additional growth with construction of Building 4 already underway Expansion of existing HPC project supporting generative AI planned for 2024 Expect to repay approximately $14 million of debt with cash generated in Q4 2023, with an $11 million repayment expected in January 2024 EASTON, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

Supplemental Agreement, dated as of December 26, 2023, by and between Bitmain Technologies Delaware Limited and TeraLease LLC

supplementalagreementbit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

TeraWulf Reports Fully Funded 7.9 EH/s and Future Expansion Plans Fully funded 7.9 EH/s, increasing self‐mining capacity by 58% Building 3 at the Lake Mariner facility now fully operational Planning for additional growth with construction of Building

terawulfincpressrelease1 TeraWulf Reports Fully Funded 7.9 EH/s and Future Expansion Plans Fully funded 7.9 EH/s, increasing self‐mining capacity by 58% Building 3 at the Lake Mariner facility now fully operational Planning for additional growth with construction of Building 4 already underway Expansion of existing HPC project supporting generative AI planned for 2024 EASTON, Md. – December 28, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

TeraWulf Announces November 2023 Production and Operations Updates Self‐mined 323 BTC in November for a total of 3,067 BTC self‐mined year‐to‐date. Increased total capacity participating in demand response programs at the Lake Mariner facility. EASTO

TeraWulf Announces November 2023 Production and Operations Updates Self‐mined 323 BTC in November for a total of 3,067 BTC self‐mined year‐to‐date.

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 December 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Office of Crypto Assets Re: TeraWulf Inc. Registration Statement on Form S-3 Filed September 29, 2023 File No. 333-274788 Ladies and Gentlemen: On behalf of TeraWulf Inc. (the “Company”), I am

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 of TeraWulf Inc.’s Quarterly Report on Form 10-Q filed on November 13, 2023)

Doc#: US1:16917742v2 TERAWULF INC. Non-Employee Director Compensation Each “non-employee director” of TeraWulf Inc. (the “Company”) will be entitled to receive the following compensation (directors who are also employees of the Company or any of its subsidiaries will not be entitled to the compensation listed below or any additional compensation in respect of their service as a member of the Compa

TeraWulf Reports Third Quarter 2023 Financial Results Revenue of $19.0 million in Q3 2023, an increase of 22.6% over Q2 2023, on a total installed hashrate of 5.5 EH/s. Self-mined 994 Bitcoin in Q3 2023, a 9.5% increase over Q2 2023. Non-GAAP Adjuste

wulfq323earningsprfinal1 TeraWulf Reports Third Quarter 2023 Financial Results Revenue of $19.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 1 to Sales Agreement, dated as of August 11, 2023, by and among TeraWulf Inc., Cantor Fitzgerald & Co., B. Riley Securities, Inc., Northland Securities, Inc. and Compass Point Research & Trading, LLC (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023).

AMENDMENT NO. 1 TO SALES AGREEMENT August 11, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, Minnesota 55402 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street NW, Suite 303 Washington, DC 20007 Ladies and Gentlemen: Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 TERAWULF INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Num

TeraWulf Announces October 2023 Production and Operations Updates Self-mined 314 BTC in October for a total of 2,744 BTC mined year-to-date. Continued to participate in multiple demand response programs at the Lake Mariner facility.

TeraWulf Announces October 2023 Production and Operations Updates Self-mined 314 BTC in October for a total of 2,744 BTC mined year-to-date.

WULF / TeraWulf Inc / Khan Nazar M. - SC 13D Activist Investment

SC 13D 1 terawulfinc20230628xsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title o

WULF / TeraWulf Inc / Stammtisch Investments LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numb

TERAWULF INC. 9 Federal Street Easton, Maryland 21601

TERAWULF INC. 9 Federal Street Easton, Maryland 21601 October 11, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Rolf Sundwall and Mr. David Irving Re: TERAWULF INC. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 Form 8-K filed August 14, 2023 File No. 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

TeraWulf Announces September 2023 Production and Operations Updates Self-mined 329 BTC in September for total of 989 BTC in Q3 2023 and 2,430 BTC mined year-to-date. Generated approx. $6.5 million of free cash flow in Q3 2023, which will be used to r

Exhibit 99.1 TeraWulf Announces September 2023 Production and Operations Updates Self-mined 329 BTC in September for total of 989 BTC in Q3 2023 and 2,430 BTC mined year-to-date. Generated approx. $6.5 million of free cash flow in Q3 2023, which will be used to repay debt. Continued to participate in multiple demand response programs at the Lake Mariner facility. EASTON, Md. – October 3, 2023 – Te

Fee Filing Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) TERAWULF INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Ca

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 TERAWULF INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Nu

TeraWulf Announces August 2023 Production and Operations Updates Self-mined 330 BTC in August for a total of 2,101 BTC mined year to date. Continued to participate in multiple demand response programs at the Lake Mariner facility.

TeraWulf Announces August 2023 Production and Operations Updates Self-mined 330 BTC in August for a total of 2,101 BTC mined year to date.

WULF / TeraWulf Inc / Prager Paul B. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 TERAWULF INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 85-1909475 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWUL

Increased hashrate capacity by 67% in Q2 2023 to 5.5 EH/s as of June 30, 2023. Self-mined 908 Bitcoin in Q2 2023, an increase of 70% over the Bitcoin self-mined in Q1 2023. Revenue per Bitcoin produced increased 21% in Q2 2023, while power cost per B

TeraWulf Reports Second Quarter 2023 Results Financial Results Increased hashrate capacity by 67% in Q2 2023 to 5.

TeraWulf Inc. Up to $200,000,000 Common Stock

Filed Pursuant To Rule 424(b)(5) Registration No. 333-262226 PROSPECTUS SUPPLEMENT DATED AUGUST 11, 2023 (To Prospectus Supplement dated April 26, 2022 and accompanying Prospectus dated February 4, 2022) TeraWulf Inc. Up to $200,000,000 Common Stock This supplement is being filed to amend and supplement the information in that certain prospectus supplement, dated April 26, 2022 (the “prospectus su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe

TeraWulf Announces July 2023 Production and Operations Updates Delivered the highest monthly self-mining revenue in WULF history. Self-mined 330 BTC in July for a total of 1,771 BTC mined year to date. Strategically participated in several demand res

TeraWulf Announces July 2023 Production and Operations Updates Delivered the highest monthly self-mining revenue in WULF history.

WULF / TeraWulf Inc / Prager Paul B. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-lo

Exhibit 99 1 Company Presentation July 2023 An Infrastructure-Focused Mining Company SAFE HARBOR STATEMENT This presentation is for informational purposes only and contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended.

TeraWulf Announces 7.9 EH/s Expansion Plan and Associated Purchase of 18,500 S19j XP Bitcoin Miners from BITMAIN Increases self-mining by 58% to 7.9 EH/s and over 200 MW of capacity by year end 2023 Creates one of the most efficient and profitable mi

Exhibit 99.1 TeraWulf Announces 7.9 EH/s Expansion Plan and Associated Purchase of 18,500 S19j XP Bitcoin Miners from BITMAIN Increases self-mining by 58% to 7.9 EH/s and over 200 MW of capacity by year end 2023 Creates one of the most efficient and profitable mining fleets in the sector by combining a fleet efficiency of 25.7 J/TH with low-cost 91% zero-carbon power Represents the first large-sca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 (July 14, 2023) TER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 (July 14, 2023) TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commis

Future Sales and Purchase Agreement, dated as of July 14, 2023, by and between Bitmain Technologies Delaware Limited and TeraLease LLC (incorporated by reference to Exhibit 10.1 of TeraWulf Inc.'s Current Report on Form 8-K filed with the SEC on July 18, 2023).

Exhibit 10.1 V3.1.20221230(US) Pages 1 of 28 DATED 2023-07-14 FUTURE SALES AND PURCHASE AGREEMENT BETWEEN BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and TeraLease LLC (“PURCHASER”) BM Ref: USDE-XS-00120230630001 Exhibit 10.1 V3.1.20221230(US) Pages 2 of 28 THIS AGREEMENT (the “Agreement”) is made on 2023-07-14. BETWEEN: (1) BITMAIN TECHNOLOGIES DELAWARE LIMITED, a company incorporated under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

TeraWulf Announces June 2023 Production and Operations Updates Increased hashrate capacity by 25% month-over-month to 5.5 EH/s as of June 30, 2023. Self-mined 347 BTC in June, an 8% increase over May, for a total of 909 BTC mined in 2Q 2023 and 1,441

TeraWulf Announces June 2023 Production and Operations Updates Increased hashrate capacity by 25% month-over-month to 5.

Irrevocable Voting Proxy, dated as of June 14, 2023, made by Stefanie C. Fleischmann.

EXHIBIT 39 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Stefanie C. Fleischmann (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock

Irrevocable Voting Proxy, dated as of June 14, 2023, made by James Notaris.

EXHIBIT 43 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by James Notaris (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock”) transfe

Irrevocable Voting Proxy, dated as of June 14, 2023, made by Kelly A. Jarvis.

Exhibit 40 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Kelly A. Jarvis (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock”) trans

Irrevocable Voting Proxy, dated as of June 14, 2023, made by Kerri M. Langlais.

Exhibit 42 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Kerri M. Langlais (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock”) tra

Irrevocable Voting Proxy, dated June 14, 2023, made by Nazar M. Khan.

EXHIBIT 11 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Nazar M. Khan (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock”) transfe

WULF / TeraWulf Inc / Khan Nazar M. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numbe

Irrevocable Voting Proxy, dated as of June 14, 2023, made by Nazar M. Khan.

Exhibit 41 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Nazar M. Khan (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common Stock of the Company (“Common Stock”) transfe

WULF / TeraWulf Inc / Stammtisch Investments LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TERAWULF INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 88080T 104 (CUSIP Numbe

Irrevocable Voting Proxy, dated as of June 14, 2023, made by Mila Barrett.

EX-99.38 2 tmb-20230628xex99d38.htm EX-99.38 EXHIBIT 38 TERAWULF INC. FORM OF IRREVOCABLE VOTING PROXY This irrevocable voting proxy (this “Proxy”) is effective as of the date first written below and is made by Mila Barrett (“Investor”) with respect to the voting of shares of capital stock of TeraWulf Inc., a Delaware corporation (the “Company”). WHEREAS, Investor is a holder of shares of Common S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

TeraWulf Achieves 5.5 EH/s and 160 MW of Bitcoin Mining Capacity Industry-leading power cost of approximately $6.2k per bitcoin produced in May 2023 Near-term ability to expand capacity by up to 150 MW at existing sites Proprietary Bitcoin mining fle

TeraWulf Achieves 5.5 EH/s and 160 MW of Bitcoin Mining Capacity Industry-leading power cost of approximately $6.2k per bitcoin produced in May 2023 Near-term ability to expand capacity by up to 150 MW at existing sites Proprietary Bitcoin mining fleet powered by more than 91% zero-carbon energy EASTON, Md. – June 22, 2023 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), owner and ope

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number

TeraWulf Announces May 2023 Production and Operations Updates Self-mined 323 BTC in May, a 35% increase over April, for a total of 1,094 BTC mined year to date. Increased hash rate capacity by over 13% month-over-month to 4.4 EH/s as of May 31, 2023.

TeraWulf Announces May 2023 Production and Operations Updates Self-mined 323 BTC in May, a 35% increase over April, for a total of 1,094 BTC mined year to date.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 87-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements for the year ended December 31, 2022 of Nautilus Cryptomine LLC

Exhibit 99.1 (THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK) NAUTILUS CRYPTOMINE LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT ................................................................................................................................................................................. 1 FINANCIAL STATEMENTS Statement of Operations.........................................

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 TERAWULF INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 85-1909475 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWU

TeraWulf Announces First Quarter 2023 Results and Provides Operational Updates Increased hashrate capacity by 65% in Q1 2023 to 3.3 EH/s as of March 31, 2023. Self-mined 533 Bitcoin in Q1 2023, an increase of 38% over the Bitcoin self-mined in Q4 202

Exhibit 99.1 TeraWulf Announces First Quarter 2023 Results and Provides Operational Updates Increased hashrate capacity by 65% in Q1 2023 to 3.3 EH/s as of March 31, 2023. Self-mined 533 Bitcoin in Q1 2023, an increase of 38% over the Bitcoin self-mined in Q4 2022. Revenue per Bitcoin produced increased 28% in Q1 2023, while power cost per Bitcoin declined by 21%. EASTON, Md., May 15, 2023 (GLOBE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRAN

The following items were the subject of a Form 12b-25 and are included herein: Items 10, 11, 12, 13 and 14.

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. )

Table of Contents 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 Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

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. )

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 Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

PART I — REGISTRANT INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 1-11178 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 88080T104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

WULF / TeraWulf Inc / Opportunity Four of Parabolic Ventures Holdings LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 TERAWULF INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 88080T 104 (CUSIP Number) April 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

TeraWulf Announces March 2023 Production and Operations Updates

Exhibit 99.1 TeraWulf Announces March 2023 Production and Operations Updates Increased hash rate capacity by 65% in Q1 2023 to 3.3 EH/s as of March 31, 2023 Increased Bitcoin production by 63% month-over-month to 233 BTC in March and 533 BTC in Q1 2023 Continued ramp at Nautilus, the first nuclear-powered bitcoin mining facility in the U.S., with over 1.2 EH/s of self-mining capacity deployed at m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 TERAWULF INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 85-1909475 (State or other jurisdiction of incorporation) (Commission File Number

Description of Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, TeraWulf Inc. (“us”, “our”, “we”, “TeraWulf”, or the “Company”) has one class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our common stock, par value $0.001 per share (“Com

Amendment No. 1 to Administrative and Infrastructure Services Agreement, dated as of March 2

Exhibit 10.15 Executive Copy AMENDMENT NO. 1 TO ADMINISTRATIVE AND INFRASTRUCTURE SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO ADMINISTRATIVE AND INFRASTRUCTURE SERVICES AGREEMENT (this “Amendment”) dated as of March 29, 2023, is entered into by and between Terawulf Inc., a Delaware corporation (“Terawulf”), and Beowulf Electricity & Data Inc., a Delaware corporation (“Beowulf E&D”; TeraWulf and Beo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41163 TERAWULF IN

List of subsidiaries.

Exhibit 21.1 TERAWULF INC. List of Subsidiaries As of December 31, 2022 Jurisdiction of Incorporation or Organization Percentage of Voting Securities Held by Immediate Parent TeraWulf Inc. Delaware TeraCub Inc. Delaware 100% TeraLease LLC Delaware 100% TeraWulf Ploughwind LLC Delaware 100% Kyalami Data LLC Delaware 100% TeraWulf (Thales) LLC Delaware 100% Nautilus Cryptomine LLC Delaware 25% TeraW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 TERAWULF INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 TERAWULF INC. (Exact name of registrant as specified in its charter) Delaware 001-41163 85-1909475 (State or other jurisdiction of incorporation) (Commission File Numbe