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).
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $0.001 par value per share | 1,173,272 | $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 | -- | -- | -- |
Footnotes (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. 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. 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 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
