TERAWULF INC. (WULF) · Insider Trading (Form 4) SEC Filing

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-05-18 10b5-1 Pre-arranged Plan: No --- 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: 2026-05-18 | Code: M (Exercise of derivative) Shares: +981,161 Shares Owned After: 2,304,061 | Ownership: D (Direct) Footnotes: [F1] The performance stock units vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. [Transaction #2] Security: Common stock, $0.001 par value per share Date: 2026-05-18 | Code: D (Sale to issuer) Shares: -542,582 Shares Owned After: 1,761,479 | Ownership: D (Direct) Footnotes: [F2] The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement of performance stock units, which vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. --- Derivative Transactions --- [Transaction #1] Security: Performance-Based Restricted Stock Units Date: 2026-05-18 | Code: M (Exercise of derivative) Shares: -981,161 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F8] Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share. [F1] The performance stock units vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. [F1] The performance stock units vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. --- Holdings --- [Holding #1] Security: Common stock, $0.001 par value per share Ownership: I (Indirect) Footnotes: [F3] 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 shares of common stock, par value $0.001 per share ("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 #2] Security: Common stock, $0.001 par value per share Ownership: I (Indirect) Footnotes: [F4] 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 [Holding #3] 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 #4] Security: Common stock, $0.001 par value per share Ownership: I (Indirect) Footnotes: [F6] 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: [F7] 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 performance stock units vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. F2: The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement of performance stock units, which vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date. F3: 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 shares of common stock, par value $0.001 per share ("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. F4: 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 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 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. F7: 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. F8: Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share. --- Signature --- /s/ /s/ Paul B. Prager (2026-05-20)