Form 4: Terawulf CEO Prager Plans Future 3M Share Transfer to Trust

Terawulf Inc. CEO Paul B. Prager filed a Form 4 indicating a planned transfer of 3 million common shares to the Riesling Goods and Services Trust on December 23, 2025, under a Rule 10b5-1 plan.

Summary

• Paul B. Prager, CEO, Director, and 10% owner of Terawulf Inc. (WULF), has filed a Form 4 reporting a planned disposition of 3,000,000 shares of common stock.
• The transaction is scheduled to occur on December 23, 2025, and is being made pursuant to a Rule 10b5-1(c) plan.
• The shares will be contributed to the Riesling Goods and Services Trust for no consideration.
• The contribution comprises 447,000 shares directly from Mr. Prager, 2,000,000 shares indirectly from Riesling Power LLC, and 553,000 shares indirectly from Beowulf E&D Holdings Inc.
• Following this planned transaction, Mr. Prager's direct beneficial ownership will be 491,700 shares.
• Indirect beneficial ownership will be 33,554,688 shares via Riesling Power LLC, 4,415,852 shares via Beowulf E&D Holdings Inc., 1,100,000 shares via Stammtisch Investments LLC, and 5,000 shares via Heorot Power Holdings LLC.

Sentiment

Score: 5

Explanation: The filing reports a planned future transfer of shares to a trust for no consideration under a 10b5-1 plan. This is generally a neutral event, often related to personal estate planning, and does not reflect on the company's operational performance or immediate market sentiment.

Positives

• The transaction is pre-planned under a Rule 10b5-1(c) plan, which indicates a non-discretionary disposition and can mitigate concerns about opportunistic insider trading.
• The transfer is for "no consideration," meaning it is not a sale into the open market for cash, which might otherwise exert downward pressure on the stock price.

Negatives

• The planned disposition will reduce the direct and indirect beneficial ownership of a key insider, Paul B. Prager, by a total of 3,000,000 shares.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook, as it is an insider transaction report.

Management Comments

• The transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Three million shares of common stock, par value $0.001 per share, were contributed in the aggregate to the Riesling Goods and Services Trust for no consideration by the Reporting Person (447,000), Riesling Power LLC (2,000,000) and Beowulf E&D Holdings Inc. (553,000).

Industry Context

This Form 4 filing provides transparency into the planned future holdings and activities of a key executive and significant shareholder of Terawulf Inc. It is specific to insider transactions and does not offer broader insights into industry trends or competitive landscape.

Related Party Transactions

• Paul B. Prager, the reporting person, is transferring shares from his direct holdings and from entities (Riesling Power LLC, Beowulf E&D Holdings Inc.) where he is the sole trustee or manager, to the Riesling Goods and Services Trust. This constitutes a transaction between entities controlled by or related to the reporting person.

Stakeholder Impact

• Shareholders: The planned transfer of 3 million shares to a trust, rather than an open market sale, is less likely to directly impact the stock price. However, it represents a change in the structure of a significant insider's beneficial ownership.
• Management: The transaction is part of the CEO's personal financial planning, likely for estate purposes, and is executed under a Rule 10b5-1 plan.

Next Steps

• The planned contribution of 3,000,000 shares to the Riesling Goods and Services Trust is scheduled for December 23, 2025.

Key Dates

Recommendation

The Form 4 details a planned future transfer of shares by the CEO to a trust for no consideration, executed under a Rule 10b5-1 plan. This is typically a personal financial planning event and does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate.

Keywords

Terawulf, WULF, Paul B. Prager, SEC Form 4, insider transaction, stock transfer, beneficial ownership, trust, common stock, Rule 10b5-1