TERAWULF INC.

8-K · wulf-20260609.htm iXBRL

0001083301 2024-04-02 2024-04-02

 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 9, 2026
 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) (IRS Employer Identification No.)

 9 Federal Street
 Easton, Maryland   21601
 (Address of principal executive offices) (Zip Code)
 (410) 770-9500
 (Registrant’s telephone number, including area code)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common stock, $0.001 par value per share WULF The Nasdaq Capital Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07. Submission of Matters to a Vote of Securities Holders.

 On June 9, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 348,345,521 shares of the Company’s common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 80.01% percent of the Company’s outstanding common stock as of the April 13, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026:

 Proposal 1 - Election of Directors: Our stockholders elected the following nine directors to serve until the 2027 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:

 For Withhold Broker
Non-Votes
 Paul Prager 269,921,879 3,417,860 75,005,782
 Nazar Khan 270,937,776 2,401,963 75,005,782
 Kerri Langlais 269,529,468 3,810,271 75,005,782
 Michael Bucella 264,094,637 9,245,102 75,005,782
 Walter Carter 270,382,268 2,957,471 75,005,782
 Amanda Fabiano 271,969,893 1,369,846 75,005,782
 Catherine Motz 259,703,960 13,635,779 75,005,782
 Steven Pincus 251,989,771 21,349,968 75,005,782
 Lisa Prager 257,630,363 15,709,376 75,005,782

 Proposal 2 - Non-binding, Advisory Vote on Executive Compensation: Our stockholders approved, on a non-biding advisory basis, the 2025 compensation of TeraWulf’s named executives. The voting results were as follows:

 For Against Abstain Broker
Non-Votes
 179,761,319 92,319,915 1,258,505 75,005,782

 Proposal 3 - Ratification of appointment of Deloitte & Touche LLC (“Deloitte”) as TeraWulf’s Independent Registered Public Accounting Firm for 2026: Our stockholders ratified the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

 For Against Abstain Broker
Non-Votes
 346,591,072 610,441 1,144,008 0

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 TERAWULF INC.

 By: /s/ Stefanie C. Fleischmann
 Name: Stefanie C. Fleischmann
 Title: Chief Legal Officer and Corporate Secretary

 Dated: June 10, 2026