[Form 4] TeraWulf Inc. Insider Trading Activity

Rhea-AI Filing Summary

Paul B. Prager, CEO and Director of TeraWulf Inc. (WULF), reported transactions on 08/12/2025. He acquired 15,000,000 shares of common stock issued to Riesling Power LLC as prepaid rent under a lease agreement dated October 12, 2025. After the reported transactions, he is reported as beneficially owning 36,100,000 shares through Riesling Power. The filing discloses an additional 3,554,688 shares that remain payable as prepaid rent once TeraWulf obtains shareholder approval to increase authorized common shares. The report also shows 4,795,580 shares held by Beowulf E&D Holdings, a 491,700-share disposition, and 5,000 shares held via Heorot Power Holdings.

Positive

• Material disclosure of large transaction: The filing clearly reports a 15,000,000-share issuance to Riesling Power LLC as prepaid rent.
• Detail on contingent issuance: The filing states that an additional 3,554,688 shares remain due and will be issued upon shareholder approval to increase authorized shares.
• Clear indirect ownership disclosure: The report discloses ownership through Riesling Power, Beowulf E&D Holdings, and Heorot with explanations of trusts and manager roles.

Negative

• Potential dilution: The issuance plus the additional 3,554,688 contingent shares require a charter amendment to increase authorized shares, which could dilute existing shareholders if approved.
• Insider disposition noted: The filing records a 491,700-share disposition during the reported period.

Insights

Corporate Governance Expert

TL;DR: Large related-party issuance increases insider-aligned ownership but raises authorization and disclosure considerations.

The Form 4 shows a material issuance of 15,000,000 shares to Riesling Power LLC as prepaid rent, with an additional 3,554,688 shares contingent on shareholder approval to increase authorized shares. From a governance perspective, transactions between the company and entities tied to the CEO warrant clear disclosure of terms and independent board oversight to address potential conflicts. The filing properly discloses indirect ownership through trusts and manager roles, but shareholders should expect a vote on charter amendment before the full prepaid-rent issuance is completed.

Securities Analyst

TL;DR: Insider-related share issuance materially changes reported beneficial ownership and may affect float and authorization dynamics.

The report records a 15,000,000-share issuance and shows cumulative beneficial ownership figures: 36,100,000 shares via Riesling Power and 4,795,580 via Beowulf E&D Holdings, offset by a 491,700-share disposition. The contingent 3,554,688 shares await shareholder approval to increase authorized shares, indicating potential near-term dilution if approved. These are concrete, reportable changes in insider holdings and capitalization; analysts should track the charter amendment vote to determine final share count and public float impact.

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)
08/12/2025

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	08/12/2025		A		15,000,000	A	(1)	36,100,000	I	By Riesling Power LLC(2)
Common stock, $0.001 par value per share								4,795,580	I	By Beowulf E&D Holdings Inc.(3)
Common stock, $0.001 par value per share								491,700	D
Common stock, $0.001 par value per share								5,000	I	By Heorot Power Holdings LLC(4)

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

Explanation of Responses:

1. The shares of common stock, par value $0.001 per share ("Common Stock") were issued to Riesling Power LLC ("Riesling Power") as prepaid rent pursuant to that certain lease agreement, dated as of October 12, 2025, among Lake Hawkeye LLC, a wholly owned subsidiary of TeraWulf Inc., Cayuga Operating Company LLC and Riesling Power. The remaining 3,554,688 shares of Common Stock due as prepaid rent pursuant to the lease agreement will be issued to Riesling Power once TeraWulf Inc. receives stockholder approval to amend its certificate of incorporation to increase the number of its authorized shares of Common Stock.

2. By 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.

3. 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 Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

4. 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 Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/ Paul B. Prager	08/14/2025
	** 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 shares did Paul B. Prager acquire in the Form 4 for WULF?

The filing reports an acquisition of 15,000,000 shares of TeraWulf common stock issued to Riesling Power LLC as prepaid rent.

How many TeraWulf shares does Paul B. Prager beneficially own after the reported transactions?

After the reported transactions, he is reported as beneficially owning 36,100,000 shares through Riesling Power LLC.

Are there additional shares related to this transaction that are not yet issued?

Yes. An additional 3,554,688 shares remain due as prepaid rent and will be issued once TeraWulf obtains shareholder approval to increase authorized shares of common stock.

Did the Form 4 disclose any sales or dispositions by the reporting person?

Yes. The filing shows a disposition of 491,700 shares.

Through which entities does the filing show indirect ownership?

Indirect ownership is reported through Riesling Power LLC, Beowulf E&D Holdings Inc., and Heorot Power Holdings LLC, with explanatory notes on trusts and managerial roles.