[Form 4] TeraWulf Inc. Insider Trading Activity

Rhea-AI Filing Summary

Paul B. Prager, Chief Executive Officer and Director of TeraWulf Inc. (WULF), reported the vesting and settlement of performance-based restricted stock units. On 08/29/2025 500,000 performance stock units vested and were recorded as acquired. Following a net-settlement tax withholding on 09/03/2025, 276,500 shares were disposed to cover taxes. The Form 4 lists the Reporting Person's beneficial ownership following the transactions as 715,200 shares (direct) and significant indirect holdings of 36,100,000 shares through Riesling Power LLC, 4,795,580 shares through Beowulf E&D Holdings Inc., and 5,000 shares through Heorot Power Holdings LLC.

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting and tax withholding; shows alignment through performance-based compensation and substantial indirect holdings.

The Form 4 documents the vesting of 500,000 performance stock units and subsequent net-settlement withholding of 276,500 shares to satisfy taxes. Vesting occurred per the units' stated performance conditions, indicating those performance goals were met within the specified window. The Reporting Person retains large indirect positions via controlled entities, which can align management and shareholder interests but also concentrates voting power. This filing is a standard disclosure of compensation-related share movement rather than an unusual corporate governance event.

Securities Analyst

TL;DR: Material only as disclosure of dilution/ownership changes; no trading signal beyond compensation settlement.

The transaction reflects the conversion of performance-based RSUs into common stock (500,000 underlying shares) and a tax-related disposition of 276,500 shares under net settlement. Post-transaction direct beneficial ownership is reported as 715,200 shares; indirect holdings remain sizable (36.1M, 4.795M, and 5k across three entities). For investors, the filing clarifies insider stake and recent dilution from vested RSUs but does not indicate opportunistic trading or a change in control.

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

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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)
08/29/2025

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	08/29/2025		M		500,000	A	(1)	991,700	D
Common stock, $0.001 par value per share	09/03/2025		D		276,500	D	(2)	715,200	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)	08/29/2025		M			500,000	(1)	(1)	Common stock, $0.001 par value per share	500,000	$0	500,000	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	09/03/2025
	** Signature of Reporting Person	Date
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