=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-26
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: TERAWULF INC. (WULF)
CIK: 0001083301
--- Reporting Owner ---
Name: Prager Paul B.
CIK: 0001877255
Role: Director, Officer (Chief Executive Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common stock, $0.001 par value per share
Date: 2026-05-26 | Code: S (Open market sale)
Shares: -166,650 | Price: $24.43
Total Value: $4,071,209.50
Shares Owned After: 4,249,202 | Ownership: I (Indirect) | Nature: By Beowulf E&D Holdings Inc.
Footnotes:
[F1] The Price reported in Column 4 is a weighted average price. The shares of common stock, par value $0.001 per share ("Common Stock") were sold in multiple transactions at a price ranging from $24.2700 to $25.2699, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
[F2] By Beowulf E&D Holdings Inc. ("E&D Holdings"). The Reporting Person is the sole manager of E&D Holdings and, as a result, may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
[Transaction #2]
Security: Common stock, $0.001 par value per share
Date: 2026-05-27 | Code: S (Open market sale)
Shares: -109,849 | Price: $25.58
Total Value: $2,809,607.87
Shares Owned After: 4,139,353 | Ownership: I (Indirect) | Nature: By Beowulf E&D Holdings Inc.
Footnotes:
[F3] The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $24.9500 to $25.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
[F2] By Beowulf E&D Holdings Inc. ("E&D Holdings"). The Reporting Person is the sole manager of E&D Holdings and, as a result, may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
[Transaction #3]
Security: Common stock, $0.001 par value per share
Date: 2026-05-27 | Code: S (Open market sale)
Shares: -56,801 | Price: $26.57
Total Value: $1,509,151.45
Shares Owned After: 4,082,552 | Ownership: I (Indirect) | Nature: By Beowulf E&D Holdings Inc.
Footnotes:
[F4] The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $25.9500 to $26.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
[F2] By Beowulf E&D Holdings Inc. ("E&D Holdings"). The Reporting Person is the sole manager of E&D Holdings and, as a result, may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
--- Holdings ---
[Holding #1]
Security: Common stock, $0.001 par value per share
Ownership: D (Direct)
[Holding #2]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F5] By Heorot Power Holdings LLC ("Heorot"). The Reporting Person is the sole manager of Heorot and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
[Holding #3]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F6] By Riesling Power LLC ("Riesling Power"). The Paul B. Prager Revocable Trust ("Prager Revocable Trust") is the sole member of Riesling Power. The Reporting Person is the sole trustee of the Prager Revocable Trust and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by the Prager Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Paul B. Prager may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Prager Revocable Trust .
[Holding #4]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F7] By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
[Holding #5]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F8] By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
--- Footnotes (Complete Index) ---
F1: The Price reported in Column 4 is a weighted average price. The shares of common stock, par value $0.001 per share ("Common Stock") were sold in multiple transactions at a price ranging from $24.2700 to $25.2699, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
F2: By Beowulf E&D Holdings Inc. ("E&D Holdings"). The Reporting Person is the sole manager of E&D Holdings and, as a result, may be deemed to beneficially own the shares of the Common Stock held by E&D Holdings. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
F3: The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $24.9500 to $25.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
F4: The Price reported in Column 4 is a weighted average price. The shares of Common Stock were sold in multiple transactions at a price ranging from $25.9500 to $26.9499, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of TeraWulf Inc. or to TeraWulf Inc., upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth above.
F5: By Heorot Power Holdings LLC ("Heorot"). The Reporting Person is the sole manager of Heorot and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Heorot. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose
F6: By Riesling Power LLC ("Riesling Power"). The Paul B. Prager Revocable Trust ("Prager Revocable Trust") is the sole member of Riesling Power. The Reporting Person is the sole trustee of the Prager Revocable Trust and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by the Prager Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Paul B. Prager may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Prager Revocable Trust .
F7: By Stammtisch Investments LLC ("Stammtisch"). The Reporting Person is the sole manager of Stammtisch and, as a result, may be deemed to beneficially own the shares of Common Stock held by Stammtisch. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
F8: By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the shares of the Common Stock held by Allin. The Reporting Person disclaims beneficial ownership of such shares of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of the Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
--- Signature ---
/s/ /s/ Paul B. Prager (2026-05-28)
