[Form 4] TeraWulf Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Securities Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Prager Paul B.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 21601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.001 par value per share	09/08/2025		M		500,000	A	(1)	1,215,200	D
Common stock, $0.001 par value per share	09/08/2025		D		276,500	D	(2)	938,700	D
Common stock, $0.001 par value per share								36,100,000	I	By Riesling Power LLC(3)
Common stock, $0.001 par value per share								4,795,580	I	By Beowulf E&D Holdings Inc.(4)
Common stock, $0.001 par value per share								5,000	I	By Heorot Power Holdings LLC(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(6)	09/08/2025		M			500,000	(1)	(1)	Common stock, $0.001 par value per share	500,000	$0	0	D

Explanation of Responses:

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.

2. 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.

3. 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 .

4. 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

5. 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

6. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

Remarks:

	/s/ Paul B. Prager	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Paul B. Prager report on Form 4 for WULF?

On 09/08/2025 Mr. Prager reported 500,000 performance-based RSUs vested and the net settlement disposal of 276,500 shares to cover taxes.

How many shares does the filing show Paul B. Prager beneficially owns directly after the transactions?

The filing reports 938,700 shares beneficially owned directly following the reported transactions.

Are there indirect holdings disclosed in the Form 4 for WULF?

Yes. The filing discloses indirect holdings of 36,100,000 shares by Riesling Power LLC, 4,795,580 shares by Beowulf E&D Holdings Inc., and 5,000 shares by Heorot Power Holdings LLC.

Why were shares disposed according to the filing?

The filing states the disposition of 276,500 shares was due to withholding to cover taxes following net settlement of vested performance stock units.

What price was reported for the vested RSUs on the Form 4?

The performance-based restricted stock units converted to common stock at a reported price of $0 per share (reflecting plan settlement mechanics).