Sec Form 4 Filing - Prager Paul B. @ TERAWULF INC. - 2023-10-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Prager Paul B. 2. Issuer Name and Ticker or Trading Symbol TERAWULF INC. [ WULF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TERAWULF INC., 9 FEDERAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2023 (Street) EASTON, MD21601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, $0.001 par value per share 10/20/2023 J 3,000,000 D 1,736,371 I By Allin Wulf LLC ( 2 ) Common stock, $0.001 par value per share 10/20/2023 J 513,484 A 513,484 D Common stock, $0.001 par value per share 10/20/2023 J 513,484 D 0 D Common stock, $0.001 par value per share 2,921,026 I By Beowulf Electricity & Data Inc. ( 5 ) Common stock, $0.001 par value per share 525,000 I By Heorot Power Holdings LLC ( 6 ) Common stock, $0.001 par value per share 10,638 I By Somerset Operating Company, LLC ( 7 ) Common stock, $0.001 par value per share 20,568,267 I By Stammtisch Investments LLC ( 8 ) Common stock, $0.001 par value per share 654,706 I By Lucky Liefern LLC ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 ( 3 ) 141,726 D Warrants $ 0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 ( 10 ) 0 D Warrants $ 0.01 10/20/2023 J 141,726 04/01/2024 12/31/2025 Common stock, $0.001 par value per share 141,726 ( 10 ) 141,726 I By Allin WULF LLC Warrants $ 1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 ( 3 ) 441,163 D Warrants $ 1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 ( 11 ) 0 D Warrants $ 1 10/20/2023 J 441,163 04/01/2024 12/31/2026 Common stock, $0.001 par value per share 441,163 ( 11 ) 441,163 I By Allin WULF LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prager Paul B. C/O TERAWULF INC. 9 FEDERAL STREET EASTON, MD21601 X X Chief Executive Officer Signatures /s/ Paul B. Prager 10/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,000,000 shares of common stock, par value $0.01 per share ("Common Stock") were contributed to Somerset Goods and Services Trust for no consideration. ( 2 )By Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be de emed 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. ( 3 )NovaWulf Digital Private Fund LLC distributed warrants and shares of Common Stock to its members, including the Reporting Person. ( 4 )513,484 shares of Common Stock were contributed to Somerset Goods and Services Trust for no consideration. ( 5 )The shares were issued to Beowulf Electricity & Data Inc. ("Beowulf E&D") as incentive equity compensation pursuant to that certain Administrative and Infrastructure Services Agreement, dated as of April 27, 2021 and as amended on March 29, 2023, between Beowulf E&D and the issuer. 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 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. ( 6 )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 ( 7 )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. ( 8 )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. ( 9 )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 the Common Stock held by Lucky Liefern LLC. 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. ( 10 )This transaction involved the Reporting Person's contribution of 141,726 penny warrants to Allin WULF LLC ("Allin"). The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the penny warrants held by Allin. The Reporting Person disclaims beneficial ownership of such penny warrants except to the extent of his pecuniary interest therein, and the inclusion of such penny warrants in this report shall not be deemed an admission of beneficial ownership of all of the reported penny warrants for purposes of Section 16 of the Exchange Act, or for any other purpose. ( 11 )This transaction involved the Reporting Person's contribution of 441,163 dollar warrants to Allin. The Reporting Person is the sole manager of Allin and, as a result, may be deemed to beneficially own the dollar warrants held by Allin. The Reporting Person disclaims beneficial ownership of such dollar warrants except to the extent of his pecuniary interest therein, and the inclusion of such dollar warrants in this report shall not be deemed an admission of beneficial ownership of all of the reported penny warrants for purposes of Section 16 of the Exchange Act, or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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