STOCK TITAN

TeraWulf (NASDAQ: WULF) affiliate sells 137,500 CEO-linked shares

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

Rhea-AI Filing Summary

TERAWULF INC. director and CEO Paul B. Prager reported an indirect open-market sale of Common Stock through an affiliated entity. Beowulf E&D Holdings Inc., an entity for which he is the sole manager, sold 137,500 shares of TeraWulf common stock at a weighted average price of $26.596 per share.

Following this sale, Beowulf E&D Holdings Inc. held 3,945,052 shares of TeraWulf common stock. The filing also lists other indirect holdings, including shares held by Allin WULF LLC, Stammtisch Investments LLC, Riesling Power LLC, and Heorot Power Holdings LLC, as well as 1,761,479 shares held directly in Prager’s name. Footnotes state that Prager may be deemed to beneficially own these indirect holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

CEO-affiliated entity reports a modest open-market share sale while retaining a large indirect position.

The filing shows an entity managed by Paul B. Prager—Beowulf E&D Holdings Inc.—sold 137,500 shares of TERAWULF INC. common stock at a weighted average price of $26.596. After this sale, that entity still holds 3,945,052 shares, and the filing lists additional direct and indirect holdings.

Footnotes explain that these entities are associated with Prager and that he may be deemed a beneficial owner but disclaims beneficial ownership beyond his pecuniary interest. As a result, this looks like a routine insider-related liquidity event rather than a transformational change. Subsequent company filings may provide further context on overall ownership structure.

Insider Prager Paul B.
Role Chief Executive Officer
Sold 137,500 shs ($3.66M)
Type Security Shares Price Value
Sale Common stock, $0.001 par value per share 137,500 $26.596 $3.66M
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 — 3,945,052 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 $26.5800 to $27.5799, 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 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.
Shares sold 137,500 shares Open-market sale by Beowulf E&D Holdings Inc.
Weighted average sale price $26.596 per share Common stock sale on 2026-06-29
Price range of trades $26.5800–$27.5799 per share Range of individual sale transactions
Beowulf E&D holdings after sale 3,945,052 shares Indirect holdings following 137,500-share sale
Direct holdings 1,761,479 shares Shares held directly by Paul B. Prager
Riesling Power LLC holdings 33,554,688 shares Indirectly associated through Prager Revocable Trust
Stammtisch Investments LLC holdings 1,100,000 shares Indirect holdings via Stammtisch Investments LLC
Heorot Power Holdings LLC holdings 5,000 shares Indirect holdings via Heorot Power Holdings LLC
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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.
disclaims beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except"
Section 16 of the Exchange Act regulatory
"for purposes of Section 16 of the Exchange Act, or for any other purpose"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
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Learn about SEC filing dates
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)
06/29/2026
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 share06/29/2026S137,500D$26.596(1)3,945,052IBy 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(3)
Common stock, $0.001 par value per share33,554,688IBy Riesling Power LLC(4)
Common stock, $0.001 par value per share1,100,000IBy Stammtisch Investments LLC(5)
Common stock, $0.001 par value per share141,726IBy Allin Wulf LLC(6)
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 $26.5800 to $27.5799, 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. 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
4. 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 .
5. 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.
6. 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.
/s/ Paul B. Prager07/01/2026
** 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) disclose for Paul B. Prager?

TeraWulf disclosed that Beowulf E&D Holdings Inc., an entity managed by CEO Paul B. Prager, sold 137,500 shares of common stock. The sale was an open-market transaction, reported at a weighted average price of $26.596 per share, with detailed price ranges in the footnotes.

At what price were the 137,500 TeraWulf (WULF) shares sold in this Form 4?

The 137,500 TeraWulf shares were sold at a weighted average price of $26.596 per share. Footnotes specify that individual trades occurred between $26.5800 and $27.5799, and the reporting person undertakes to provide detailed breakdowns upon request to investors or regulators.

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

After selling 137,500 shares, Beowulf E&D Holdings Inc. holds 3,945,052 TeraWulf common shares. This position is reported as indirectly associated with CEO Paul B. Prager, who is the sole manager of the entity, subject to the beneficial ownership disclaimers described in the filing footnotes.

What other indirect TeraWulf (WULF) holdings are associated with Paul B. Prager?

The Form 4 lists indirect holdings through several entities: Allin WULF LLC, Stammtisch Investments LLC, Riesling Power LLC, and Heorot Power Holdings LLC. Each entity’s share balance is disclosed, and the filing explains that Prager may be deemed a beneficial owner but disclaims full beneficial ownership.

How many TeraWulf (WULF) shares does Paul B. Prager hold directly according to this filing?

The filing reports that Paul B. Prager directly holds 1,761,479 shares of TeraWulf common stock. This direct position is separate from the indirect holdings reported through various entities, which include Allin WULF LLC, Stammtisch Investments LLC, Riesling Power LLC, and Heorot Power Holdings LLC.

Does the TeraWulf (WULF) Form 4 state that Paul B. Prager owns all indirectly held shares?

The Form 4 states that Paul B. Prager may be deemed to beneficially own shares held by the affiliated entities but disclaims beneficial ownership except to the extent of his pecuniary interest. The footnotes clarify that inclusion of these shares is not an admission of full beneficial ownership.