Terawulf (WULF) CEO nets shares after 981K performance unit vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TERAWULF INC. Chief Executive Officer Paul B. Prager reported the vesting and conversion of 981,161 performance-based restricted stock units into common shares. These units vested upon achieving specified performance goals, subject to his continued service through the third anniversary of January 2, 2026.
In connection with this vesting, 542,582 common shares were disposed of to the issuer to cover tax obligations under a net settlement election, and the remaining shares increased his direct holdings to 1,761,479 common shares. Separate entries show indirect holdings through entities such as Riesling Power LLC, Beowulf E&D Holdings Inc., Heorot Power Holdings LLC, Stammtisch Investments LLC, and Allin WULF LLC, where he may be deemed a beneficial owner but generally disclaims ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
981,161 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 | 981,161 | $0.00 | -- |
| Exercise | Common stock, $0.001 par value per share | 981,161 | $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 — 0 shares (Direct, null);
Common stock, $0.001 par value per share — 2,304,061 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.
Key Figures
Performance units exercised: 981,161 units
Shares withheld for taxes: 542,582 shares
Direct holdings after transaction: 1,761,479 shares
+5 more
8 metrics
Performance units exercised
981,161 units
Performance-based restricted stock units converted to common stock
Shares withheld for taxes
542,582 shares
Disposition to issuer to cover tax obligations on vesting
Direct holdings after transaction
1,761,479 shares
Common stock held directly following vesting and tax withholding
Riesling Power LLC holdings
33,554,688 shares
Common stock held indirectly via Riesling Power LLC
Beowulf E&D Holdings Inc. holdings
4,415,852 shares
Common stock held indirectly via Beowulf E&D Holdings Inc.
Heorot Power Holdings LLC holdings
5,000 shares
Common stock held indirectly via Heorot Power Holdings LLC
Stammtisch Investments LLC holdings
1,100,000 shares
Common stock held indirectly via Stammtisch Investments LLC
Allin WULF LLC holdings
141,726 shares
Common stock held indirectly via Allin WULF LLC
Key Terms
performance stock units, net settlement, beneficial owner, pecuniary interest, +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"
beneficial owner financial
"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"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein"
Section 16 regulatory
"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"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock"
FAQ
What insider equity transaction did TERAWULF (WULF) report for CEO Paul B. Prager?
TERAWULF reported that CEO Paul B. Prager had 981,161 performance-based restricted stock units convert into common stock. This reflects long-term incentive compensation vesting after specified performance goals were achieved and service conditions through the third anniversary of January 2, 2026.
What does each TERAWULF performance stock unit represent in this filing?
Each performance stock unit represents a contingent right to receive one share of TERAWULF common stock. The units vest only upon achievement of specified performance goals and continued employment or service through the relevant dates outlined in the award’s terms.