Key points
- Director Ted Carter sold $1.98 million of WULF on August 31
- First sale since joining the board in 2021
- Own call, not a scheduled trading plan
- Sold about a third of his stake near the stock's July low
Something on our insider tracker stood out on Tuesday. TeraWulf director Walter "Ted" Carter sold 130,626 WULF shares for $1.98 million on August 31, his first stock sale since joining the board in November 2021. Carter, who chairs TeraWulf's audit committee, sold 36% of his stake at a weighted average price of $15.14. The trade wasn't made under a preset Rule 10b5-1 plan.
His Form 4 reached the SEC on Tuesday afternoon. The Rule 10b5-1 box was unchecked, which means Carter chose when to sell instead of scheduling the trade months earlier. A Form 144 filed about an hour before the Form 4 named J.P. Morgan Securities as the broker.
Carter had filed 19 Form 4s in the four years before this sale. Those filings covered restricted stock units that vested each June and small quarterly share awards he received instead of a cash retainer. None reported a sale.
His only reported purchases were two small transactions in June 2022: 5,488 shares bought at $1.25 and $1.56. He reported them a year late and said he'd voluntarily returned the profit to the company. The shares Carter sold on August 31 therefore came entirely from his compensation as a director. After the sale he still owned 229,090 shares, worth about $3.5 million at Monday's closing price of $15.13.
The Form 144 identifies the shares he sold. It lists three restricted stock grants from June 2024, June 2025 and June 2026 that add up to 130,626 shares, the exact size of the sale. The newest grant, covering 56,023 shares, vested on June 23, about ten weeks before Carter sold it.
Carter is a retired Navy vice admiral who led the U.S. Naval Academy and later the University of Nebraska system. He became president of Ohio State in January 2024 and resigned on March 9 after telling university trustees that he had an inappropriate relationship with a person seeking public resources for her business. TeraWulf's April proxy still lists Carter as an independent director and the audit committee's financial expert.
What the stock has done
WULF closed at $28.98 on June 18 and at $15.13 on August 31. That's a 48% loss in ten weeks, even as TeraWulf announced major developments at its data center business.
On July 6, TeraWulf announced a 20-year lease with Anthropic for about 401 megawatts at its Justified campus in Kentucky. The company valued the lease at about $19 billion over its initial term. WULF opened at $24.15 that day, closed at $22.21 and continued to fall.
TeraWulf's second-quarter results, released August 5, showed $44.8 million in revenue and a net loss of $939.9 million. A $755.7 million non-cash charge tied to the value of warrants held by Google accounted for most of the loss. The company ended June with $3.0 billion in cash. On August 21, Kentucky regulators approved as much as 482 megawatts of power for the Justified site.
Carter's $15.14 sale price was four cents above the July 29 close of $15.09, the stock's summer low. WULF closed at $14.65 on Tuesday, the day the filing appeared, so it's already below Carter's sale price.
Another TeraWulf insider also sold shares in August. Chief executive Paul Prager sold 137,500 shares for $2.35 million on August 27. Unlike Carter's sale, Prager's transaction was made under a 10b5-1 plan that had been active all year. Prager sold another block of 137,500 shares in late June at $26.60. Director Michael Bucella bought shares instead. He purchased $99,949 of WULF on August 14 at $16.99 per share, his seventh purchase since November.
The filings don't say why Carter sold. Directors may sell for taxes, diversification or personal expenses, and a Form 4 doesn't distinguish among those reasons. It does show that Carter sold for the first time, chose the timing himself and converted 36% of a stake earned through board compensation into cash while WULF traded near its lowest level since July. TeraWulf's filings and our previous coverage are on the WULF stock page.
