Terawulf Inc SEC Filings

TeraWulf Inc. (WULF) insider filing shows CEO and director Paul B. Prager reported vesting and tax-withholding related to performance-based restricted stock units. On 09/08/2025, 500,000 performance-based RSUs vested and were reported as acquired at $0 per unit. To cover taxes following vesting, 276,500 shares were disposed. After these transactions the reporting person lists 938,700 shares beneficially owned directly. The filing also discloses substantial indirect holdings: 36,100,000 shares held by Riesling Power LLC, 4,795,580 by Beowulf E&D Holdings Inc., and 5,000 by Heorot Power Holdings LLC, with Prager identified as trustee or sole manager for those entities as described. The filing is signed by Paul B. Prager on 09/10/2025.

TeraWulf Inc. seeks shareholder approval to amend its certificate of incorporation to increase authorized shares of Common Stock from 600,000,000 to 950,000,000 and retain 100,000,000 shares of Preferred Stock. The Board says the increase will provide flexibility to issue equity for strategic partnerships, financing growth, employee equity plans and other corporate purposes without calling a special meeting. Recent transactions cited in the filing include issuance of warrants to Google tied to data center lease agreements, a long-term ground lease for the Cayuga site adding up to 400 megawatts of capacity, and issuance of convertible senior notes that currently must be settled in cash until authorized shares are increased. As of August 25, 2025, 407,944,157 shares of Common Stock were outstanding. Approval requires a majority of outstanding shares entitled to vote.

Nazar M. Khan, Chief Technology Officer and director of TeraWulf Inc. (WULF), reported the vesting and settlement of performance-based restricted stock units and related share withholding for taxes. On 08/29/2025, 400,000 performance-based restricted stock units vested and were treated as acquired shares. Following those events and a subsequent disposition on 09/03/2025, 221,200 shares were disposed of to satisfy tax withholding via net settlement. After these transactions the reporting person beneficially owned 14,325,223 shares directly and also reported additional indirect holdings through Lake Harriet Holdings LLC, various trusts and Yaqeen I Trust totaling ~11.7 million shares disclosed across the filings. The Form 4 notes the vesting occurred per the award terms tied to performance goals and continued service requirements.

Paul B. Prager, Chief Executive Officer and Director of TeraWulf Inc. (WULF), reported the vesting and settlement of performance-based restricted stock units. On 08/29/2025 500,000 performance stock units vested and were recorded as acquired. Following a net-settlement tax withholding on 09/03/2025, 276,500 shares were disposed to cover taxes. The Form 4 lists the Reporting Person's beneficial ownership following the transactions as 715,200 shares (direct) and significant indirect holdings of 36,100,000 shares through Riesling Power LLC, 4,795,580 shares through Beowulf E&D Holdings Inc., and 5,000 shares through Heorot Power Holdings LLC.

TeraWulf Inc. Schedule 13D Amendment updates beneficial ownership for Bayshore Capital LLC and Bryan J. Pascual following the Issuer's Preliminary Proxy Statement reporting 407,944,157 shares outstanding as of August 25, 2025. Bayshore directly holds 19,826,021 shares (about 4.8%), including 1,587,302 warrants exercisable into Common Stock. Mr. Pascual is reported as beneficial owner of 20,076,021 shares (about 4.9%), reflecting Bayshore's holdings plus convertible Series A preferred interests. The Amendment states the Reporting Persons fell below the 5% threshold on August 28, 2025, and serves as an exit filing confirming sole voting and dispositive power over these shares.

TeraWulf Inc. is asking stockholders to approve an amendment to increase authorized Common Stock from 600,000,000 to 950,000,000 shares. The Board recommends a "FOR" vote to restore flexibility after August 2025 transactions that consumed much of the company’s remaining authorization. Those transactions included issuing warrants to Google tied to data center lease agreements, entering a long-term ground lease for the Cayuga site adding up to 400 megawatts of capacity, and issuing convertible senior notes that must be settled in cash until authorized shares are increased. At the close of business on August 25, 2025 there were 407,944,157 shares outstanding. Approval requires a majority of outstanding voting power and abstentions count as votes against for purposes of approval.

TeraWulf Inc. disclosed that it completed a private offering of $1 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031, including $150 million of Additional Notes issued after the initial purchasers fully exercised their option on August 21 and settled on August 22, 2025. The notes were sold to initial purchasers led by Morgan Stanley & Co. LLC for resale to qualified institutional buyers under Rule 144A.

In connection with the $150 million of Additional Notes, TeraWulf entered into additional capped call transactions that cover the shares initially underlying those notes, with a cap price of $18.76, a 100% premium to the August 18, 2025 stock price, at an added cost of about $15.1 million. Net proceeds from the entire notes offering were approximately $975.2 million; the company used $100.6 million to fund capped call transactions and allocated the remaining proceeds to data center expansion and general corporate purposes. The Additional Notes initially convert at 80.4602 shares per $1,000 principal amount, implying an initial conversion price of about $12.43 per share, and may be settled in cash or a mix of cash and stock at the company’s election.

TeraWulf filed an 8-K reporting execution of an indenture and related documents for 1.00% convertible senior notes due 2031. The filing includes the indenture between TeraWulf Inc. and Wilmington Trust, the form of note for the 1.00% Convertible Senior Notes due 2031, forms of capped call confirmations, and an embedded Interactive Data file. The filing is signed by the companys Chief Financial Officer, indicating the company executed and furnished the offering documentation and related hedging confirmations for the convertible notes.

TeraWulf Inc. Amendment No. 15 to Schedule 13D updates ownership and recent share transfers. The filing reports that 15,000,000 shares were issued to Riesling Power LLC as prepaid rent under an August 12, 2025 lease for approximately 183 acres in Lansing, New York, with an additional 3,554,688 shares to be issued after shareholder approval to increase authorized shares. The filing also discloses that 798,319 shares were issued to Beowulf E&D Holdings as incentive equity on April 15, 2025, and 5,000,000 shares were issued to Beowulf E&D Holdings as closing consideration on May 21, 2025.

Ownership tables show 391,926,373 shares outstanding used for percentage calculations. Mr. Paul B. Prager and affiliated entities collectively appear as material holders: Mr. Prager may be deemed beneficial owner of 43,364,058 shares (approximately 10.7%), Riesling holds 36,100,000 shares (approximately 9.2%), and the Prager Revocable Trust may be deemed owner of 40,895,580 shares (approximately 10.4%). The amendment removes certain reporting persons that no longer hold shares and adds Beowulf E&D Holdings as a reporting person. The filing references a Registration Rights Agreement and several exhibits related to the transactions.