STOCK TITAN

CEO-linked entities trim TeraWulf (WULF) stake but retain large holdings

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

TeraWulf Inc.'s chief executive officer–related entity Beowulf E&D Holdings Inc. reported open-market sales totaling 333,300 shares of common stock on May 26–27, 2026. These indirect sales occurred at weighted average prices of $24.4297, $25.5770, and $26.5691 per share, across multiple trades between $24.27 and $26.9499.

Following these transactions, Beowulf E&D Holdings Inc. held 4,082,552 shares of TeraWulf common stock indirectly associated with CEO Paul B. Prager. Additional indirect holdings are reported through entities such as Riesling Power LLC, Stammtisch Investments LLC, Allin WULF LLC and Heorot Power Holdings LLC, plus 1,761,479 shares held directly by Mr. Prager.

The filing notes that Mr. Prager is the sole manager or trustee of several of these entities and therefore may be deemed to beneficially own their shares, while he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Prager Paul B.
Role Chief Executive Officer
Sold 333,300 shs ($8.39M)
Type Security Shares Price Value
Sale Common stock, $0.001 par value per share 109,849 $25.577 $2.81M
Sale Common stock, $0.001 par value per share 56,801 $26.5691 $1.51M
Sale Common stock, $0.001 par value per share 166,650 $24.4297 $4.07M
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 -- -- --
holding Common stock, $0.001 par value per share -- -- --
Holdings After Transaction: Common stock, $0.001 par value per share — 4,139,353 shares (Indirect, By Beowulf E&D Holdings Inc.); Common stock, $0.001 par value per share — 1,761,479 shares (Direct, null)
Footnotes (1)
  1. The Price reported in Column 4 is a weighted average price. The shares of common stock, par value $0.001 per share ("Common Stock") were sold in multiple transactions at a price ranging from $24.2700 to $25.2699, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above. 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 The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $24.9500 to $25.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above. The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $25.9500 to $26.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above. 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. 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.
Total shares sold 333,300 shares Open-market sales by Beowulf E&D Holdings Inc. on May 26–27, 2026
Sale price tranche 1 $24.4297/share Weighted average price for 166,650 shares sold on May 26, 2026
Sale price tranche 2 $25.5770/share Weighted average price for 109,849 shares sold on May 27, 2026
Sale price tranche 3 $26.5691/share Weighted average price for 56,801 shares sold on May 27, 2026
Price range of sales $24.27–$26.9499 Range of individual transaction prices noted in footnotes
Indirect Beowulf holding 4,082,552 shares Beowulf E&D Holdings Inc. shares after latest sale
Direct CEO holding 1,761,479 shares Shares held directly by Paul B. Prager as of May 26, 2026
Riesling Power LLC holding 33,554,688 shares Indirect holding via Riesling Power LLC as of May 26, 2026
weighted average price financial
"The Price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficially own financial
"may be deemed to beneficially own the shares of the Common Stock held"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein"
Section 16 of the Exchange Act regulatory
"for purposes of Section 16 of the Exchange Act, or for any other purpose"
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By Beowulf E&D Holdings Inc.""
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).
X
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)
05/26/2026
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 share05/26/2026S166,650D$24.4297(1)4,249,202IBy Beowulf E&D Holdings Inc.(2)
Common stock, $0.001 par value per share05/27/2026S109,849D$25.577(3)4,139,353IBy Beowulf E&D Holdings Inc.(2)
Common stock, $0.001 par value per share05/27/2026S56,801D$26.5691(4)4,082,552IBy Beowulf E&D Holdings Inc.(2)
Common stock, $0.001 par value per share1,761,479D
Common stock, $0.001 par value per share5,000IBy Heorot Power Holdings LLC(5)
Common stock, $0.001 par value per share33,554,688IBy Riesling Power LLC(6)
Common stock, $0.001 par value per share1,100,000IBy Stammtisch Investments LLC(7)
Common stock, $0.001 par value per share141,726IBy Allin Wulf 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
Explanation of Responses:
1. The Price reported in Column 4 is a weighted average price. The shares of common stock, par value $0.001 per share ("Common Stock") were sold in multiple transactions at a price ranging from $24.2700 to $25.2699, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
2. 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
3. The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $24.9500 to $25.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
4. The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $25.9500 to $26.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
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. 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 .
7. 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.
8. 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.
Remarks:
/s/ Paul B. Prager05/28/2026
** 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 transaction did TeraWulf (WULF) report for Paul B. Prager?

TeraWulf reported that Beowulf E&D Holdings Inc., an entity associated with CEO Paul B. Prager, sold 333,300 shares of common stock in open-market transactions. These trades occurred on May 26–27, 2026, at weighted average prices between $24.27 and $26.9499 per share.

At what prices were the recent TeraWulf (WULF) insider share sales executed?

The reported insider sales were executed at weighted average prices of $24.4297, $25.5770, and $26.5691 per share. Footnotes explain these were aggregates of multiple trades, with individual transaction prices ranging from $24.27 to $26.9499 across the sale dates.

How many TeraWulf (WULF) shares does Beowulf E&D Holdings hold after the sale?

After the reported open-market sales, Beowulf E&D Holdings Inc. held 4,082,552 shares of TeraWulf common stock. These shares are reported as indirectly owned in connection with Paul B. Prager’s role as sole manager of Beowulf E&D Holdings as described in the filing footnotes.

Does Paul B. Prager hold TeraWulf (WULF) shares directly as well as through entities?

Yes. The filing shows 1,761,479 TeraWulf common shares held directly by Paul B. Prager, in addition to indirect holdings through several entities. Those entities include Beowulf E&D Holdings Inc., Riesling Power LLC, Stammtisch Investments LLC, Allin WULF LLC, and Heorot Power Holdings LLC.

How does the filing describe Paul B. Prager’s beneficial ownership of TeraWulf (WULF) shares?

The filing states Mr. Prager may be deemed to beneficially own shares held by several entities he manages or whose trust he controls. However, it also specifies he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, limiting the scope of his reported ownership.