[SCHEDULE 13G] TERAWULF INC. Passive Investment Disclosure (>5%)
TeraWulf: Google reports 7.6% warrant-linked stake
Google LLC holds the warrants directly, while XXVI Holdings Inc. and Alphabet Inc. may be deemed to share beneficial ownership through their control relationships.
TeraWulf Inc. (WULF) is the subject of a Schedule 13G in which Google LLC, XXVI Holdings Inc. and Alphabet Inc. report beneficial ownership of 41,011,803 shares issuable upon warrants held directly by Google LLC. The warrants are currently exercisable or exercisable within 60 days. The reported ownership is 7.6%, with shared voting and dispositive power over 41,011,803 shares. Alphabet controls XXVI Holdings, which is Google LLC’s managing member, so the reporting persons may be deemed to share beneficial ownership.
The ownership information is as of September 11, 2026, and uses a calculation base of 539,980,480 shares, comprising 498,968,677 common shares outstanding as of July 31, 2026, plus the 41,011,803 warrant shares.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:41,011,803 sharesPercent of class:7.6%Reported ownership calculation base:539,980,480 shares+1 more
4 metrics
Beneficial ownership41,011,803 sharesShares issuable upon warrants held directly by Google LLC; the other reporting persons may be deemed to share ownership
Percent of class7.6%Reported beneficial ownership
Reported ownership calculation base539,980,480 sharesOwnership information as of September 11, 2026
Common shares outstanding498,968,677 sharesAs of July 31, 2026
Key Terms
beneficial ownership, Shared Voting Power, Shared Dispositive Power, currently exercisable
4 terms
beneficial ownershipfinancial
"beneficial ownership of the securities owned directly by Google LLC"
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.
Shared Voting Powertechnical
"Shared Voting Power 41,011,803"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powertechnical
"Shared Dispositive Power 41,011,803"
currently exercisablefinancial
"warrants that are currently exercisable"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many WULF shares are attributed to Google LLC, XXVI Holdings Inc. and Alphabet Inc.?
The reported beneficial ownership is 41,011,803 shares issuable upon warrants held directly by Google LLC. The other reporting persons may be deemed to share beneficial ownership through their control relationships.
What percentage of WULF's common stock does the ownership statement report?
The reported ownership is 7.6%. The ownership information is as of September 11, 2026, and uses a calculation base of 539,980,480 shares, including 498,968,677 common shares outstanding as of July 31, 2026 and 41,011,803 warrant shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TeraWulf Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
88080T104
(CUSIP Number)
09/11/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
88080T104
1
Names of Reporting Persons
Google LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,011,803.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,011,803.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,011,803.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
88080T104
1
Names of Reporting Persons
XXVI Holdings Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,011,803.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,011,803.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,011,803.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
88080T104
1
Names of Reporting Persons
Alphabet Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,011,803.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,011,803.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,011,803.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TeraWulf Inc.
(b)
Address of issuer's principal executive offices:
9 Federal Street, Easton, MD 21601
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Google LLC
XXVI Holdings Inc.
Alphabet Inc.
(b)
Address or principal business office or, if none, residence:
The address of the Reporting Persons is 1600 Amphitheatre Parkway, Mountain View, CA 94043.
(c)
Citizenship:
Each of Google LLC, XXVI Holdings Inc. and Alphabet Inc. is an entity organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
88080T104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The ownership information presented herein represents beneficial ownership of Common Stock as of September 11, 2026, based upon 539,980,480 shares of Common Stock outstanding, consisting of: (i) 498,968,677 shares of Common Stock outstanding as of July 31, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026, and (ii) 41,011,803 shares of Common Stock that are issuable upon the exercise of warrants owned by the Reporting Persons that are currently exercisable, or are exercisable within 60 days.
The Reporting Persons are the beneficial owners of 41,011,803 shares of Common Stock that are issuable upon the exercise of warrants that are currently exercisable, or are exercisable within 60 days, held directly by Google LLC. Alphabet Inc. is the controlling stockholder of XXVI Holdings Inc., which is the managing member of Google LLC. As a result, the Reporting Persons may be deemed to share beneficial ownership of the securities owned directly by Google LLC.
(b)
Percent of class:
7.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
41,011,803
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
41,011,803
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
