TeraWulf Grants CEO Paul Prager 2.5 Million RSUs in Form 4 Filing

Rhea-AI Filing Summary

TeraWulf Inc. (WULF) Form 4: On 08/01/2025, CEO & Director Paul B. Prager was granted 2,500,000 Restricted Stock Units (RSUs) at a cost of $0.00. Each RSU converts into one share of common stock.

Vesting schedule: 1/3 of the award vests on each of the first three anniversaries of 1 Aug 2025, contingent on continued service, so the award is fully vested by 01 Aug 2028. Following the grant, Prager now directly holds 2,500,000 derivative securities (RSUs). No non-derivative share transactions were reported.

The filing represents an equity-based incentive designed to align management with shareholders. While the grant introduces potential future dilution, it signals the board’s confidence in long-term performance and retains key leadership.

Positive

• Large RSU award aligns CEO interests with shareholders across a three-year horizon, promoting retention.
• No immediate cash outflow; award is non-cash and therefore does not affect liquidity.

Negative

• Potential share dilution when 2.5 M RSUs convert to common stock.
• RSUs lack explicit performance conditions, raising questions about pay-for-performance discipline.

Insights

Equity Compensation Analyst

TL;DR: 2.5 M RSU award aligns CEO incentives; modest future dilution risk.

The size of the grant (≈2.5 M shares) is material for a micro-cap crypto-mining firm like TeraWulf. With graded vesting over three years, the award promotes retention while pacing dilution. Because no cash changed hands, there is no immediate P&L effect, but future share count could rise ~2.3-2.5 % depending on total shares outstanding. Investors should monitor forthcoming proxy statements for aggregate equity plan usage.

Corporate Governance Specialist

TL;DR: Long-dated RSUs strengthen leadership stability; governance impact neutral.

Granting RSUs to the founder-CEO is standard practice. The straight-line vesting and service condition avoid performance hurdles, offering guaranteed equity so long as Prager remains. Shareholders may question the absence of performance metrics, yet the multi-year vesting helps align horizons. Overall governance impact is neutral; the board’s compensation committee appears to favor retention over pay-for-performance.

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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hours per response:			0.5

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)
08/01/2025

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

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
Restricted Stock Units	(1)	08/01/2025		A		2,500,000		(2)	(2)	Common stock, $0.001 par value per share	2,500,000	$0	2,500,000	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

2. One-third (1/3rd) of the restricted stock units shall vest upon each of the first three anniversaries of August 1, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

Remarks:

	/s/ Paul B. Prager	08/01/2025
	** 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

How many RSUs did TeraWulf (WULF) grant to its CEO?

The Form 4 shows a grant of 2,500,000 Restricted Stock Units to CEO Paul B. Prager.

When will the 2.5 M RSUs granted to Paul Prager vest?

One-third vests on each of the first three anniversaries of 01 Aug 2025, fully vesting by 01 Aug 2028.

Did the CEO purchase these shares with cash?

No. The RSUs were awarded at $0.00; they are equity compensation, not an open-market purchase.

Will this RSU grant dilute existing WULF shareholders?

Yes, once shares are issued upon vesting the share count could rise by up to 2.5 M, depending on the company’s total shares outstanding at that time.

What is the CEO’s total direct derivative holding after this transaction?

Following the grant, Paul B. Prager directly owns 2,500,000 RSUs.