TeraWulf (WULF) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, in a virtual-only format, with shareholders encouraged to vote in advance or during the meeting.

• Fiscal 2025 saw significant execution, including long-term HPC lease agreements, capital raises, and platform scaling, positioning the company for a contracted, infrastructure-based revenue model.

• The company completed a major acquisition of Beowulf Electricity & Data, integrating power generation expertise and enhancing control over energy infrastructure.

• A public offering in April 2026 raised approximately $1 billion, increasing outstanding shares to over 492 million.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors for one-year terms, a non-binding advisory vote on executive compensation (Say-on-Pay), and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• The board recommends voting FOR all director nominees, FOR Say-on-Pay, and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026.

Board of directors and corporate governance

• The board consists of nine members with diverse backgrounds in energy, digital infrastructure, capital markets, and governance.

• Five directors are independent under Nasdaq rules; Steven Pincus serves as Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating, Corporate Governance and Sustainability, all with independent chairs.

• Board diversity includes four women, two military veterans, and a range of professional expertise.

• The board regularly reviews governance practices and risk oversight, with a focus on infrastructure, cybersecurity, and capital allocation.