TeraWulf (WULF) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 30, 2025, to vote on increasing authorized common stock from 600,000,000 to 950,000,000 shares.

• The amendment aims to provide flexibility for future corporate actions, including partnerships, financing, and equity incentives.

• Recent transactions, including data center leases and convertible notes, have reduced available authorized shares, necessitating the amendment.

• The board unanimously recommends voting in favor of the amendment.

Voting matters and shareholder proposals

• The sole proposal is to amend the certificate of incorporation to increase authorized common stock.

• Approval requires a majority of outstanding shares of common and Series A preferred stock, voting as a single class.

• Abstentions count as votes against the proposal.

• No appraisal or dissenters' rights are available for this proposal.

Board of directors and corporate governance

• The board has the discretion to abandon the amendment even if approved by shareholders.

• Proxy solicitation is managed by D.F. King & Co., Inc. for a fee, with costs borne by the company.