TERAWULF INC. — Director's Dealing 2024

Jun 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERAWULF INC. (WULF)
CIK: 0001083301
Period of Report: 2024-06-20

Reporting Person: Prager Paul B. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-20	Common stock, $0.001 par value per share	M	500000	—	Acquired	723500	Direct
2024-06-20	Common stock, $0.001 par value per share	D	276500	—	Disposed	447000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-20	Performance-Based Restricted Stock Units	$	M	500000	Disposed		Common stock, $0.001 par value per share (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.001 par value per share	260513	Indirect
Common stock, $0.001 par value per share	5000	Indirect
Common stock, $0.001 par value per share	10638	Indirect
Common stock, $0.001 par value per share	10198883	Indirect
Common stock, $0.001 par value per share	654706	Indirect

Footnotes

F1: The Reporting Person received performance stock units which will vest in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through such date.

F2: The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement with regard to the vesting of performance stock units, which vested on June 20, 2024, as reflected in this Form 4.

F3: By Beowulf Electricity & Data Inc. ("Beowulf E&D") The Reporting Person is the sole shareholder of Beowulf E&D and, as a result, may be deemed to beneficially own the shares of common stock, par value $0.001 per share ("Common Stock"), held by Beowulf E&D. 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.

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 Common Stock held by Heorot. 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.

F5: By Somerset Operating Company, LLC ("Somerset"). The Reporting Person is the sole manager of Somerset and, as a result, may be deemed to beneficially own the shares of Common Stock held by Somerset. 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.

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 Lucky Liefern LLC. The Reporting Person is the sole manager of Lucky Liefern LLC and, as a result, may be deemed to beneficially own the shares of Common Stock held by Lucky Liefern LLC. 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: Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

F9: The 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 9, 2024, subject to the Reporting
Person's continued employment or service with the Issuer through such date.