=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2025-12-31
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: 2025-12-31 | Code: M (Exercise of derivative)
Shares: +141,726
Shares Owned After: 141,726 | Ownership: I (Indirect) | Nature: By Allin Wulf LLC
Footnotes:
[F1] Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC.
[F2] 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.
[Transaction #2]
Security: Common stock, $0.001 par value per share
Date: 2026-04-14 | Code: M (Exercise of derivative)
Shares: +981,162
Shares Owned After: 1,197,862 | Ownership: D (Direct)
Footnotes:
[F3] 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 such date.
[Transaction #3]
Security: Common stock, $0.001 par value per share
Date: 2026-04-14 | Code: D (Sale to issuer)
Shares: -535,422
Shares Owned After: 662,440 | Ownership: D (Direct)
Footnotes:
[F4] 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 vest 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: Warrants
Date: 2025-12-31 | Code: M (Exercise of derivative)
Shares: -141,726
Exercisable: N/A | Expires: 2025-12-31
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Allin WULF LLC
Footnotes:
[F1] Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC.
[F1] Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC.
[Transaction #2]
Security: Performance-Based Restricted Stock Units
Date: 2026-04-14 | Code: M (Exercise of derivative)
Shares: -981,162
Shares Owned After: 2,943,485 | Ownership: D (Direct)
Footnotes:
[F9] Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
[F10] The remaining performance stock units will vest 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] 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 such date.
[F3] 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 such date.
--- Holdings ---
[Holding #1]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F5] 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 #2]
Security: Common stock, $0.001 par value per share
Ownership: I (Indirect)
Footnotes:
[F6] 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:
[F7] 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:
[F8] 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.
--- Footnotes (Complete Index) ---
F1: Represents shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") received upon exercise of 141,726 warrants to purchase 141,726 shares of Common Stock ("Warrants"), at a price of $0.01 per share for an aggregate purchase price of $1,417.26. The Warrants were acquired on October 20, 2023 via a distribution from NovaWulf Digital Private Fund, LLC.
F10: The remaining performance stock units will vest 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: 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.
F3: 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 such date.
F4: 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 vest 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.
F5: 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
F6: 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
F7: 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 .
F8: 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.
F9: 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 (2026-04-16)
