WULF Insider Filing: 400K RSUs Vested; 221.2K Shares Withheld for Taxes
Rhea-AI Filing Summary
Nazar M. Khan, Chief Technology Officer and director of TeraWulf Inc. (WULF), reported the vesting and settlement of performance-based restricted stock units and related share withholding for taxes. On 08/29/2025, 400,000 performance-based restricted stock units vested and were treated as acquired shares. Following those events and a subsequent disposition on 09/03/2025, 221,200 shares were disposed of to satisfy tax withholding via net settlement. After these transactions the reporting person beneficially owned 14,325,223 shares directly and also reported additional indirect holdings through Lake Harriet Holdings LLC, various trusts and Yaqeen I Trust totaling ~11.7 million shares disclosed across the filings. The Form 4 notes the vesting occurred per the award terms tied to performance goals and continued service requirements.
Positive
- 400,000 performance-based restricted stock units vested, indicating achievement of stated performance goals
- Net settlement used to cover taxes (221,200 shares withheld), suggesting the disposition was for tax obligations rather than a market sale
- Significant beneficial ownership remains: 14,325,223 shares directly after transactions plus additional indirect holdings via trusts and Lake Harriet Holdings LLC
Negative
- 221,200 shares were disposed of to satisfy tax withholding, which reduces the reporting person's direct share count
- The filings show substantial indirect holdings through multiple entities, which can complicate clear attribution of voting and economic control
Insights
TL;DR: Insider vested 400,000 performance-based RSUs and withheld 221,200 shares for taxes; overall holdings remain substantial.
The filing documents a routine vesting event for senior management tied to pre-established performance goals, producing 400,000 vested shares on 08/29/2025. The 221,200-share disposition on 09/03/2025 reflects net settlement to cover tax obligations rather than a market sale for liquidity. The reporting person continues to report significant beneficial ownership both directly and indirectly, which may indicate continued alignment with shareholder interests. Transaction sizes are material at the individual level but do not, by themselves, indicate a change in control or immediate market pressure from an open-market sale.
TL;DR: Vesting and tax-withholding are consistent with compensation plan mechanics; disclosure clarifies indirect holdings via trusts and LLC.
The disclosure explains that the performance stock units vested upon achievement of specified goals and continued service through the relevant dates. The report also clarifies the chain of indirect ownership through Lake Harriet Holdings LLC, the Khan Revocable Trust, various trusts and Yaqeen I Trust and includes standard disclaimers about pecuniary interest. This level of disclosure is typical and provides transparency about potential aggregation of beneficial ownership for Section 16 purposes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common stock, $0.001 par value per share | 221,200 | $0.00 | -- |
| Exercise | Performance-Based Restricted Stock Units | 400,000 | $0.00 | -- |
| Exercise | Common stock, $0.001 par value per share | 400,000 | $0.00 | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
Footnotes (1)
- 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, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date. 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, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date. By Lake Harriet Holdings, LLC ("Lake Harriet Holdings"). The Nazar M. Khan Revocable Trust ("Khan Revocable Trust") is the sole member of Lake Harriet Holdings. The Reporting Person is the sole trustee of the Khan Revocable Trust and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by the Khan Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Khan Revocable Trust. By various trusts. The Reporting Person may be deemed to beneficially own the Shares held by such trusts. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the Shares held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.
