4//SEC Filing
Prager Paul B. 4
Accession 0001083301-25-000089
CIK 0001083301other
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 7:46 PM ET
Size
9.7 KB
Accession
0001083301-25-000089
Insider Transaction Report
Form 4
TERAWULF INC.WULF
Prager Paul B.
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common stock, $0.001 par value per share
2025-10-17+1,173,272→ 4,968,852 total(indirect: By Beowulf E&D Holdings Inc.)
Holdings
- 39,654,688(indirect: By LLC)
Common stock, $0.001 par value per share
- 5,000(indirect: By LLC)
Common stock, $0.001 par value per share
- 938,700
Common stock, $0.001 par value per share
Footnotes (4)
- [F1]The shares of common stock, par value $0.01 per share ("Common Stock") were issued to Beowulf E&D Holdings Inc. ("E&D Holdings") as earnout consideration pursuant to that certain Membership Interest Purchase Agreement, dated as of May 21, 2025, among E&D Holdings, TeraCub Inc. and the issuer ("MIPA"). The earnout was trigged at the closing of the issuer's private offering of $1 billion convertible notes on August 21, 2025, but the parties to the MIPA agreed to defer the share issuance until the issuer received stockholder approval to amend its certificate of incorporation to increase the number of its authorized shares of Common Stock.
- [F2]By E&D Holdings. The Paul B. Prager Revocable Trust ("Prager Revocable Trust") is the sole shareholder of E&D Holdings. 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.
- [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 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 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
Documents
Issuer
TERAWULF INC.
CIK 0001083301
Entity typeother
Related Parties
1- filerCIK 0001877255
Filing Metadata
- Form type
- 4
- Filed
- Oct 16, 8:00 PM ET
- Accepted
- Oct 17, 7:46 PM ET
- Size
- 9.7 KB