SCHEDULE: TeraWulf Major Shareholder Drops Below 5% Stake
Beneficial Ownership Amendment
Bayshore Capital LLC and Bryan J. Pascual have reduced their beneficial ownership in TeraWulf Inc. to below 5% due to dilution from new share issuances.
Summary
- Bayshore Capital LLC and Bryan J. Pascual, referred to as the Reporting Persons, have filed an Amendment No. 4 to their Schedule 13D.
- As of August 28, 2025, the Reporting Persons ceased to beneficially own more than 5% of TeraWulf Inc.'s outstanding common stock.
- This change is primarily attributed to dilution caused by TeraWulf Inc.'s issuance of additional shares of Common Stock.
- TeraWulf Inc. had 407,944,157 shares of common stock issued and outstanding as of August 25, 2025.
- Bayshore Capital LLC beneficially owns 19,826,021 shares, representing approximately 4.8% of the Common Stock, which includes 1,587,302 warrants.
- Bryan J. Pascual beneficially owns 20,076,021 shares, representing approximately 4.9% of the Common Stock, including shares through Bayshore, 1,587,302 warrants, and 250,000 shares convertible from Series A Preferred Stock.
- This amendment serves as an exit filing for both Reporting Persons.
Sentiment
Score: 5
Explanation: The filing is a routine regulatory update indicating a decrease in beneficial ownership by a significant shareholder due to dilution from the company's share issuances. It does not contain information that is inherently positive or negative for the company's operational performance or future prospects.
Negatives
- The Reporting Persons' percentage ownership was diluted due to the issuance of additional shares by TeraWulf Inc.
Future Outlook
No forward-looking statements or guidance are provided in this filing.
Industry Context
This filing is a routine disclosure of a change in a significant shareholder's stake, primarily due to dilution from the company's share issuances. It does not provide broader industry trends or competitive analysis.
Stakeholder Impact
- Shareholders: The decrease in a major shareholder's percentage ownership could slightly alter the distribution of voting power. The dilution itself means existing shareholders own a smaller piece of a larger pie.
Key Dates
| Date | Description |
|---|---|
| 12/23/2021 | Original Schedule 13D filed with the SEC. |
| 03/15/2022 | Amendment No. 1 to Schedule 13D filed. |
| 03/21/2022 | Date for initial convertibility of Series A Convertible Preferred Stock held by BJP Revocable Trust. |
| 09/02/2022 | Amendment No. 2 to Schedule 13D filed. |
| 10/04/2022 | Amendment No. 3 to Schedule 13D filed. |
| 10/14/2022 | Amendment No. 4 to Schedule 13D filed. |
| 12/16/2022 | Amendment to Schedule 13D filed. |
| 02/06/2023 | Amendment No. 1 to Schedule 13D filed. |
| 03/02/2023 | Amendment No. 2 to Schedule 13D filed. |
| 05/15/2024 | Amendment No. 3 to Schedule 13D filed. |
| 08/25/2025 | Date as of which 407,944,157 shares of Common Stock were issued and outstanding. |
| 08/28/2025 | Date of event requiring filing, when Reporting Persons ceased to beneficially own more than 5% of outstanding Common Stock; Issuer filed Preliminary Proxy Statement on Schedule 14A. |
| 08/29/2025 | Date of signing of this Amendment. |
Recommendation
holdThis filing is a routine regulatory update regarding a change in beneficial ownership due to dilution. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and await further operational or financial updates from TeraWulf Inc. to make informed decisions. The dilution itself is a past event, and the filing merely reports its effect on the reporting persons' stake.
Keywords
TeraWulf Inc., TERAWULF, WULF, Schedule 13D/A, beneficial ownership, Bayshore Capital LLC, Bryan J. Pascual, dilution, common stock, equity, SEC filing, institutional investor, shareholding
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