WULF insider update: Earnout shares follow $1B convertible notes

Rhea-AI Filing Summary

TeraWulf (WULF) reported an insider transaction by CEO and Director Paul B. Prager. On 10/17/2025, 1,173,272 shares of common stock were acquired indirectly when the issuer issued shares to Beowulf E&D Holdings Inc. as earnout consideration under a Membership Interest Purchase Agreement. The earnout was triggered at the closing of the issuer’s $1 billion private offering of convertible notes on August 21, 2025, with issuance deferred until stockholder approval to increase authorized common shares.

Following the reported transaction, beneficial holdings are listed as 4,968,852 shares indirect via Beowulf E&D Holdings Inc.; 39,654,688 shares indirect via Riesling Power LLC; 938,700 shares direct; and 5,000 shares indirect via Heorot Power Holdings LLC. The filing describes the reporting person’s positions in related entities that may result in deemed beneficial ownership under Section 13(d).

Insights

SEC filings analyst

Form 4 shows non-cash earnout share issuance tied to prior deal.

The disclosure records an acquisition of 1,173,272 shares as earnout consideration issued to Beowulf E&D Holdings under a May 2025 purchase agreement. The trigger was the issuer’s private offering of $1,000,000,000 convertible notes on August 21, 2025, with the actual issuance dated 10/17/2025 after stockholder approval to increase authorized shares.

This is an administrative insider ownership update rather than an open-market buy or sell. It increases reported indirect holdings via affiliated entities, with additional positions listed through Riesling Power LLC, direct holdings, and Heorot Power Holdings LLC.

Impact on investors is typically neutral for a Form 4 of this nature; any market effect depends on future decisions by the holder and broader capital structure developments disclosed elsewhere.

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)
10/17/2025

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	10/17/2025		A		1,173,272	A	(1)	4,968,852	I	By Beowulf E&D Holdings Inc.(2)
Common stock, $0.001 par value per share								39,654,688	I	By Riesling Power LLC(3)
Common stock, $0.001 par value per share								938,700	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 $0.01 per share ("Common Stock") were issued to Beowulf E&D Holdings Inc. ("E&D Holdings") as earnout consideration pursuant to that certain Membership Interest Purchase Agreement, dated as of May 21, 2025, among E&D Holdings, TeraCub Inc. and the issuer ("MIPA"). The earnout was trigged at the closing of the issuer's private offering of $1 billion convertible notes on August 21, 2025, but the parties to the MIPA agreed to defer the share issuance until the issuer received stockholder approval to amend its certificate of incorporation to increase the number of its authorized shares of Common Stock.

2. By E&D Holdings. The Paul B. Prager Revocable Trust ("Prager Revocable Trust") is the sole shareholder of E&D Holdings. 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 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 .

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 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

Remarks:

	/s/ Paul B. Prager	10/17/2025
	** 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.
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FAQ

What did TeraWulf (WULF) disclose in this Form 4?

CEO Paul B. Prager reported the acquisition of 1,173,272 common shares indirectly via Beowulf E&D Holdings as earnout consideration.

What triggered the earnout shares reported by WULF?

The earnout was triggered by the issuer’s $1 billion private offering of convertible notes on August 21, 2025.

When were the earnout shares issued to the reporting person’s affiliated entity?

The shares were issued on 10/17/2025, after stockholder approval to increase authorized common shares.

How many shares does Paul B. Prager report holding through Beowulf E&D after the transaction?

The filing lists 4,968,852 shares beneficially owned indirectly via Beowulf E&D Holdings Inc..

What other beneficial holdings are reported by the WULF CEO?

The filing lists 39,654,688 shares via Riesling Power LLC, 938,700 shares direct, and 5,000 shares via Heorot Power Holdings LLC.

Is this an open-market transaction for WULF stock?

No. The shares were issued as earnout consideration under a purchase agreement, not bought or sold in the open market.