TeraWulf's Paul Prager proposes sale of up to 3M shares

Subject to certain conditions, Paul Prager can settle the prepaid forward contract in cash and retain ownership of the pledged shares.

Available on EDGAR 09/22/2026 - 06:51 PM EDT Accepted by SEC EDGAR 09/22/2026 - 06:51 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TeraWulf Inc. officer and director Paul Prager reported a proposed sale of up to 3,000,000 common shares, with an aggregate market value of $52,350,000 and an approximate sale date of September 22, 2026.

On that date, he entered into a prepaid forward contract with an unaffiliated bank relating to up to those shares. Subject to certain conditions, he can elect cash settlement and retain ownership of the pledged shares; any initial hedging activity will be conducted by BofA Securities, Inc.

Key Figures

Proposed shares to be sold: Up to 3,000,000 shares Aggregate market value: $52,350,000 Common shares outstanding: 498,968,677 shares +4 more

7 metrics

Proposed shares to be sold Up to 3,000,000 shares TeraWulf common shares

Aggregate market value $52,350,000 Proposed sale

Common shares outstanding 498,968,677 shares Reported in the securities information

Shares sold on August 27, 2026 137,500 shares Gross proceeds were $2,345,654

Gross proceeds from August 27, 2026 sale $2,345,654 137,500 common shares

Shares sold on June 29, 2026 137,500 shares Gross proceeds were $3,656,950

Gross proceeds from June 29, 2026 sale $3,656,950 137,500 common shares

Key Terms

prepaid forward contract, hedging activity, pledged shares

3 terms

prepaid forward contract financial

"entered into a prepaid forward contract with an unaffiliated bank"

hedging activity financial

"Any initial hedging activity in connection with the variable prepaid forward contract"

Hedging activity is when a company or investor takes steps to protect themselves from price swings in things like currencies, interest rates, commodities or stock values — similar to buying insurance against bad moves. It matters to investors because hedging can make a company’s future profits and cash flow more predictable (reducing risk) but can also limit upside gains, so disclosures about hedging show how much risk management affects potential returns and volatility.

pledged shares financial

"retain ownership of the pledged shares of Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WULF shares did Paul Prager propose to sell?

Paul Prager reported a proposed sale of up to 3,000,000 TeraWulf common shares, with an aggregate market value of $52,350,000 and an approximate sale date of September 22, 2026.

What WULF shares did Paul Prager sell in the prior three months?

Paul Prager sold 137,500 common shares on August 27, 2026, for gross proceeds of $2,345,654, and 137,500 common shares on June 29, 2026, for gross proceeds of $3,656,950.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001877255
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	TERAWULF INC.
SEC File Number	001-41163
Address of Issuer	9 FEDERAL STREET EASTON MARYLAND 21601
Phone	(410) 770-9500
Name of Person for Whose Account the Securities are To Be Sold	Prager Paul B.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	BofA Securities, Inc. One Bryant Park 8th Floor New York NY 10036	3000000	52350000.00	498968677	09/22/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/12/2025	Consideration provided as prepaid rent for lease in Lansing, 8/12/25	Issuer			3000000	08/12/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Paul Prager 50 Hudson Yards 64th Floor New York NY 10001	Common	08/27/2026	137500	2345654.00
Paul Prager 50 Hudson Yards 64th Floor New York NY 10001	Common	06/29/2026	137500	3656950.00

144: Remarks and Signature

Remarks	In accordance with the interpretive letter from the staff of the SEC to Goldman Sachs, dated 12/20/99, and the interpretive letter from the staff of the SEC to Bank of America, N.A. et al, dated 12/1/11, on the date hereof, Paul Prager has entered into a prepaid forward contract with an unaffiliated bank, which relates to up to the number of shares of Common Stock specified above. Subject to certain conditions, Mr. Prager can elect to settle the prepaid forward contract in cash and thereby retain ownership of the pledged shares of Common Stock. Any initial hedging activity in connection with the variable prepaid forward contract will be conducted by the broker named above.
Date of Notice	09/22/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Paul Prager
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)