STOCK TITAN

TeraWulf (WULF) CEO exercises RSUs, covers taxes with shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TERAWULF INC. Chief Executive Officer Paul B. Prager exercised performance-based restricted stock units that converted into 981,162 shares of common stock on April 14, 2026. A portion of the resulting shares, 535,422 shares, was disposed of back to the issuer to cover taxes under a net-settlement election, leaving 662,440 common shares held directly.

Separately, entity Allin WULF LLC, managed by Prager, exercised 141,726 warrants for common stock at $0.01 per share, for an aggregate purchase price of $1,417.26, and now holds 141,726 shares indirectly. Additional indirect holdings are reported through Beowulf E&D Holdings Inc., Heorot Power Holdings LLC, Riesling Power LLC, and Stammtisch Investments LLC, with Prager disclaiming beneficial ownership beyond his pecuniary interest.

Positive

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Insider Prager Paul B.
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units 981,162 $0.00 --
Exercise Common stock, $0.001 par value per share 981,162 $0.00 --
Disposition Common stock, $0.001 par value per share 535,422 $0.00 --
Exercise Warrants 141,726 $0.00 --
Exercise Common stock, $0.001 par value per share 141,726 $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 -- -- --
holding Common stock, $0.001 par value per share -- -- --
Holdings After Transaction: Performance-Based Restricted Stock Units — 2,943,485 shares (Direct); Common stock, $0.001 par value per share — 1,197,862 shares (Direct); Warrants — 0 shares (Indirect, By Allin WULF LLC); Common stock, $0.001 par value per share — 141,726 shares (Indirect, By Allin Wulf LLC)
Footnotes (1)
  1. Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC. By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. 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. 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, 2026, 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, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. 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 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 Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of Common Stock held by Stammtisch. 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. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share. The remaining performance stock units will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
RSUs exercised 981,162 shares Performance-based restricted stock units converted to common stock on April 14, 2026
Shares withheld for taxes 535,422 shares Disposition to issuer to cover taxes under net settlement of performance stock units
Direct common shares after transaction 662,440 shares TERAWULF common stock held directly by Paul B. Prager after April 14, 2026 events
Warrants exercised by Allin WULF LLC 141,726 warrants Exercised into 141,726 common shares at $0.01 per share
Aggregate warrant exercise price $1,417.26 141,726 warrants at $0.01 per share for TERAWULF common stock
Indirect holdings via Riesling Power LLC 33,554,688 shares TERAWULF common stock held indirectly through Riesling Power LLC
performance stock units financial
"The performance stock units vested in accordance with their terms upon the achievement of specified performance goals"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
net settlement financial
"The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"
withholding to cover taxes financial
"The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"
beneficial ownership regulatory
"may be deemed to beneficially own the shares of the Common Stock held by Allin"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock"
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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 MARYLAND 21601

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock, $0.001 par value per share12/31/2025M141,726A(1)141,726IBy Allin Wulf LLC(2)
Common stock, $0.001 par value per share04/14/2026M981,162A(3)1,197,862D
Common stock, $0.001 par value per share04/14/2026D535,422D(4)662,440D
Common stock, $0.001 par value per share4,415,852IBy Beowulf E&D Holdings Inc.(5)
Common stock, $0.001 par value per share5,000IBy Heorot Power Holdings LLC(6)
Common stock, $0.001 par value per share33,554,688IBy Riesling Power LLC(7)
Common stock, $0.001 par value per share1,100,000IBy Stammtisch Investments LLC(8)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants(1)12/31/2025M141,72604/01/202412/31/2025Common stock, $0.001 par value per share141,726(1)0IBy Allin WULF LLC
Performance-Based Restricted Stock Units(9)04/14/2026M981,162 (3) (3)Common stock, $0.001 par value per share981,162(10)2,943,485D
Explanation of Responses:
1. Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC.
2. By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. 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.
3. 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, 2026, subject to the Reporting Person's continued employment or service with the Issuer through such date.
4. 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, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
5. 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
6. 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
7. 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 .
8. By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of Common Stock held by Stammtisch. 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.
9. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
10. The remaining performance stock units will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
Remarks:
/s/ Paul B. Prager04/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did TERAWULF (WULF) CEO Paul B. Prager report?

Paul B. Prager reported exercising performance-based restricted stock units into 981,162 TERAWULF common shares. Of these, 535,422 shares were returned to the issuer to cover taxes via net settlement, and 662,440 common shares remained held directly after the transactions.

How many TERAWULF (WULF) shares did the CEO receive from performance stock units?

The CEO received 981,162 shares of TERAWULF common stock upon exercise of performance-based restricted stock units. These units vest upon achievement of specified performance goals between grant and the third anniversary of January 2, 2026, contingent on his continued employment or service.

Why were 535,422 TERAWULF (WULF) shares disposed of in this Form 4?

The 535,422 TERAWULF common shares were disposed of back to the issuer to cover taxes. This resulted from Paul B. Prager’s election of net settlement on vested performance stock units, meaning shares were withheld to satisfy tax obligations rather than an open-market sale.

What warrant exercise did Allin WULF LLC report for TERAWULF (WULF)?

Allin WULF LLC exercised 141,726 warrants for TERAWULF common stock at $0.01 per share, totaling $1,417.26. The exercise yielded 141,726 common shares held indirectly; Paul B. Prager is Allin’s sole manager and may be deemed to share beneficial ownership, subject to his pecuniary interest.