WULF Form 4: Paul Prager Vesting and Indirect Holdings Disclosed
Rhea-AI Filing Summary
TeraWulf Inc. (WULF) insider filing shows CEO and director Paul B. Prager reported vesting and tax-withholding related to performance-based restricted stock units. On 09/08/2025, 500,000 performance-based RSUs vested and were reported as acquired at $0 per unit. To cover taxes following vesting, 276,500 shares were disposed. After these transactions the reporting person lists 938,700 shares beneficially owned directly. The filing also discloses substantial indirect holdings: 36,100,000 shares held by Riesling Power LLC, 4,795,580 by Beowulf E&D Holdings Inc., and 5,000 by Heorot Power Holdings LLC, with Prager identified as trustee or sole manager for those entities as described. The filing is signed by Paul B. Prager on 09/10/2025.
Positive
- 500,000 performance-based restricted stock units vested, indicating achievement of specified performance goals
- Vesting was executed via plan mechanics (net settlement) rather than open-market sale, signaling retention of a material portion of vested shares
Negative
- 276,500 shares were withheld to cover taxes, reducing the reporting person’s direct holdings
- Significant indirect ownership concentrations (e.g., 36,100,000 shares via Riesling Power LLC) may concentrate voting power
Insights
TL;DR: CEO/director vesting and tax-withholding are routine but disclose sizeable indirect ownership stakes that affect control considerations.
The report documents the vesting of 500,000 performance-based restricted stock units and the net settlement withholding of 276,500 shares to cover taxes. These are standard post-vesting administrative actions and do not indicate open-market selling by the reporting person. The disclosure of large indirect holdings—particularly 36.1 million shares via Riesling Power LLC—should be noted for governance and potential voting influence, as the filer is trustee/manager of the specified entities. All statements are presented as factual in the filing.
TL;DR: Transaction reflects compensation realization, not an open-market divestiture; tax withholding reduced direct holdings by 276,500 shares.
The filing reports performance stock units that vested upon achievement of performance goals, converting into common shares at $0 reported price and immediately subjected to net settlement withholding of 276,500 shares for taxes. The resulting direct beneficial ownership is reported as 938,700 shares. The disclosure is a routine Section 16 report documenting compensation vesting and associated tax mechanics; it provides clear counts for both direct and indirect holdings useful for ownership analysis.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 500,000 | $0.00 | -- |
| Exercise | Common stock, $0.001 par value per share | 500,000 | $0.00 | -- |
| Disposition | Common stock, $0.001 par value per share | 276,500 | $0.00 | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
Footnotes (1)
- The performance stock units vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date. The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement of performance stock units, which vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date. By Riesling Power LLC ("Riesling Power"). The Paul B. Prager Revocable Trust ("Prager Revocable Trust") is the sole member of Riesling Power. The Reporting Person is the sole trustee of the Prager Revocable Trust and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by the Prager Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Paul B. Prager may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Prager Revocable Trust . By Beowulf E&D Holdings Inc. ("E&D Holdings"). The Reporting Person is the sole manager of E&D Holdings and, as a result, may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose By Heorot Power Holdings LLC ("Heorot"). The Reporting Person is the sole manager of Heorot and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
