TeraWulf (NASDAQ: WULF) CEO nets shares after PSU vesting and tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TERAWULF INC. director and CEO Paul B. Prager reported compensation-related equity activity involving performance-based restricted stock units that vested upon achievement of specified performance goals. He exercised 981,162 performance stock units, each converting into one share of common stock.
To cover taxes, 542,582 shares were disposed of to the issuer through a net settlement election, a non-market transaction. Following these transactions, Prager directly owns 1,101,020 shares of common stock, in addition to indirect holdings through entities such as Riesling Power LLC with 33,554,688 shares and Beowulf E&D Holdings Inc. with 4,415,852 shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
981,162 shares exercised/converted
Mixed
8 txns
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 | 542,582 | $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 | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 1,962,323 shares (Direct, null);
Common stock, $0.001 par value per share — 1,643,602 shares (Direct, null);
Common stock, $0.001 par value per share — 33,554,688 shares (Indirect, By Riesling Power LLC)
Footnotes (1)
- 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 each 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 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 each such date. 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 shares of common stock, par value $0.001 per share ("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 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 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. 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.
Key Figures
Performance stock units exercised: 981,162 units
Shares disposed for taxes: 542,582 shares
Direct common shares after transactions: 1,101,020 shares
+5 more
8 metrics
Performance stock units exercised
981,162 units
Converted into common stock upon achievement of performance goals
Shares disposed for taxes
542,582 shares
Returned to issuer via net settlement to cover tax withholding
Direct common shares after transactions
1,101,020 shares
Direct holdings of Paul B. Prager following Form 4 transactions
Riesling Power LLC holdings
33,554,688 shares
Indirect TERAWULF common stock held via Riesling Power LLC
Beowulf E&D Holdings Inc. holdings
4,415,852 shares
Indirect TERAWULF common stock held via Beowulf E&D Holdings Inc.
Stammtisch Investments LLC holdings
1,100,000 shares
Indirect TERAWULF common stock held via Stammtisch Investments LLC
Allin WULF LLC holdings
141,726 shares
Indirect TERAWULF common stock held via Allin WULF LLC
Heorot Power Holdings LLC holdings
5,000 shares
Indirect TERAWULF common stock held via Heorot Power Holdings LLC
Key Terms
performance stock units, net settlement, beneficially own, pecuniary interest, +1 more
5 terms
performance stock units financial
"The performance stock units vested in accordance with their terms upon the achievement"
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"
beneficially own financial
"may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings"
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"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share"
FAQ
What insider equity transactions did TERAWULF (WULF) CEO Paul Prager report?
Paul B. Prager reported the vesting and exercise of 981,162 performance stock units into common shares and the disposition of 542,582 shares to the issuer for tax withholding, leaving 1,101,020 shares held directly plus substantial indirect holdings through various entities.
How many TERAWULF (WULF) performance stock units vested for the CEO?
A total of 981,162 performance stock units vested for Paul B. Prager, each representing a contingent right to receive one TERAWULF common share. These units vested upon achieving specified performance goals between grant and the third anniversary of January 2, 2026, subject to continued service.
What indirect TERAWULF (WULF) holdings are associated with entities linked to the CEO?
Entities associated with Paul B. Prager report substantial indirect TERAWULF holdings, including 33,554,688 shares held by Riesling Power LLC and 4,415,852 shares held by Beowulf E&D Holdings Inc., alongside smaller positions in Allin WULF LLC, Stammtisch Investments LLC, and Heorot Power Holdings LLC.
How are TERAWULF (WULF) performance stock units structured for the CEO?
Each performance stock unit represents a contingent right to receive one TERAWULF common share. Vesting depends on meeting specified performance goals between grant and the third anniversary of January 2, 2026, and requires Paul B. Prager’s continued employment or service through each relevant date.