Form 4: Terawulf CEO Paul Prager Reports Significant Stock Transactions

Terawulf Inc. CEO Paul B. Prager reported the vesting of 500,000 performance-based restricted stock units and the subsequent disposition of 276,500 shares for tax withholding.

Summary

• Paul B. Prager, CEO and Director of Terawulf Inc. (WULF), reported transactions involving the company's common stock.
• On August 29, 2025, 500,000 performance-based restricted stock units (PSUs) vested, leading to the acquisition of 500,000 shares of common stock.
• The PSUs vested upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, subject to Mr. Prager's continued employment.
• On September 3, 2025, 276,500 shares of common stock were disposed of due to withholding to cover taxes, as a result of the net settlement of the vested PSUs.
• Following these transactions, Mr. Prager directly beneficially owns 715,200 shares of common stock.
• Mr. Prager also indirectly beneficially owns 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.

Sentiment

Score: 7

Explanation: The vesting of performance-based units is a positive indicator of the company achieving its set goals. The subsequent sale for tax purposes is a neutral, routine event in executive compensation.

Positives

• The vesting of 500,000 performance-based restricted stock units indicates that specified company performance goals were achieved, which is a positive signal for Terawulf Inc.'s operational success.

Negatives

• A disposition of 276,500 shares occurred to cover tax obligations, which reduces Mr. Prager's direct beneficial ownership.

Future Outlook

Performance-based restricted stock units vested upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, contingent on the Reporting Person's continued employment or service with the Issuer through such date.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, providing transparency into the compensation and ownership structure of a key executive. Such filings are common across publicly traded companies and reflect standard equity compensation practices.

Related Party Transactions

• Indirect beneficial ownership of shares is held through Riesling Power LLC, Beowulf E&D Holdings Inc., and Heorot Power Holdings LLC, entities where Mr. Prager serves as sole trustee or manager, indicating related party control over these holdings.

Stakeholder Impact

• Shareholders gain transparency into executive compensation and ownership changes, which can inform their assessment of management's alignment with company performance.
• The vesting of performance-based awards suggests that the company has met certain internal performance metrics, which could be viewed positively by investors.

Next Steps

• Continued employment or service with the Issuer is a condition for the full vesting of performance stock units, as per the terms of the award.

Key Dates

Recommendation

The filing details a routine insider transaction involving the vesting of performance-based restricted stock units and subsequent tax withholding. While the vesting indicates the achievement of performance goals, which is positive, the transaction itself is a standard compensation event and does not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Terawulf, WULF, Paul B. Prager, SEC Form 4, Insider Trading, Stock Units, CEO, Beneficial Ownership, Restricted Stock Units, Performance Stock Units, Tax Withholding