TeraWulf (WULF) CEO nets shares after PSU vesting and tax withholding
Rhea-AI Filing Summary
TERAWULF INC. Chief Executive Officer Paul B. Prager reported performance-based equity vesting and related share movements. He exercised 981,162 performance stock units, each settling into one share of common stock at a price of $0.0000 per share, following achievement of specified performance goals through the third anniversary of January 2, 2026.
To cover taxes from this vesting, 542,582 shares were returned to the issuer through a net-settlement election, leaving 1,865,482 shares of common stock held directly after the transactions. The filing also notes indirect holdings through entities including Allin Wulf LLC, Stammtisch Investments LLC, Heorot Power Holdings LLC, Beowulf E&D Holdings Inc., and Riesling Power LLC.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 438,580 shares
Net Buy
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 | $0.00 |
| Exercise | Common stock, $0.001 par value per share | 981,162 | $0.00 | $0.00 |
| Disposition | Common stock, $0.001 par value per share | 542,582 | $0.00 | $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 — 981,161 shares (Direct);
Common stock, $0.001 par value per share — 1,322,900 shares (Direct);
Common stock, $0.001 par value per share — 33,554,688 shares (Indirect, By Riesling Power LLC);
Common stock, $0.001 par value per share — 4,415,852 shares (Indirect, By Beowulf E&D Holdings Inc.);
Common stock, $0.001 par value per share — 5,000 shares (Indirect, By Heorot Power Holdings LLC);
Common stock, $0.001 par value per share — 1,100,000 shares (Indirect, By Stammtisch Investments LLC);
Common stock, $0.001 par value per share — 141,726 shares (Indirect, By Allin Wulf LLC)
Footnotes (9)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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
- F5. 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
- F6. 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.
- F7. 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.
- F8. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
- F9. 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 withheld for taxes: 542,582 shares
Direct common shares after transactions: 1,865,482 shares
+5 more
8 metrics
Performance stock units exercised
981,162 units
Converted to common stock at $0.0000 per share on May 6, 2026
Shares withheld for taxes
542,582 shares
Returned to issuer via net settlement on vested PSUs
Direct common shares after transactions
1,865,482 shares
Direct ownership following May 6, 2026 Form 4 transactions
Remaining performance stock units
981,161 units
Unvested PSUs subject to performance goals through third anniversary of Jan 2, 2026
Riesling Power LLC indirect holding
33,554,688 shares
Common stock held indirectly via Riesling Power LLC
Beowulf E&D Holdings Inc. indirect holding
4,415,852 shares
Common stock held indirectly via Beowulf E&D Holdings Inc.
Stammtisch Investments LLC indirect holding
1,100,000 shares
Common stock held indirectly via Stammtisch Investments LLC
Allin Wulf LLC indirect holding
141,726 shares
Common stock held indirectly via Allin Wulf LLC
Key Terms
performance stock units, net settlement, withholding to cover taxes, beneficial ownership, +2 more
6 terms
performance stock units financial
"The performance stock units vested in accordance with their terms upon the achievement of specified performance goals"
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"
withholding to cover taxes financial
"The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"
beneficial ownership financial
"may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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 of the Issuer's common stock"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider equity transaction did TERAWULF (WULF) CEO Paul B. Prager report?
Paul B. Prager reported the vesting and exercise of 981,162 performance stock units into common stock at $0.0000 per share. These units vested after meeting specified performance goals tied to dates through the third anniversary of January 2, 2026.
What are Paul B. Prager’s direct TERAWULF (WULF) common stock holdings after the reported transactions?
After exercising performance stock units and returning shares for tax withholding, Paul B. Prager directly holds 1,865,482 shares of TERAWULF common stock. This figure reflects his position following the May 6, 2026 transactions described in the Form 4.
Does the TERAWULF (WULF) Form 4 indicate remaining unvested performance stock units for the CEO?
Yes. The filing indicates 981,161 performance stock units remain outstanding after the transaction. These units will vest only if specified performance goals are met between the grant date and the third anniversary of January 2, 2026.