[Form 4] TeraWulf Inc. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Khan Nazar M.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 26101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/29/2025		M		400,000	A	(1)	14,546,423	D
Common stock, $0.001 par value per share	09/03/2025		D		221,200	D	(2)	14,325,223	D
Common stock, $0.001 par value per share								7,269,019	I	By Lake Harriet Holdings LLC(3)
Common stock, $0.001 par value per share								4,019,787	I	By Various Trusts(4)
Common stock, $0.001 par value per share								414,939	I	By Yaqeen I Trust(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance-Based Restricted Stock Units	(6)	08/29/2025		M			400,000	(1)	(1)	Common stock, $0.001 par value per share	400,000	$0	400,000	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

Remarks:

	/s/ Nazar M. Khan	09/03/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Nazar M. Khan report on the Form 4 for WULF?

He reported the vesting of 400,000 performance-based restricted stock units on 08/29/2025 and a disposition of 221,200 shares on 09/03/2025 to cover taxes.

How many shares did the reporting person beneficially own after these transactions?

14,325,223 shares directly, plus additional indirect holdings reported through Lake Harriet Holdings LLC and various trusts.

Why were 221,200 shares disposed of according to the filing?

The filing states the disposition was due to withholding to cover taxes from net settlement of vested performance stock units.

What triggered the vesting of the 400,000 performance stock units?

The units vested upon achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, subject to continued employment or service.

Are any indirect ownership interests disclosed on the Form 4?

Yes. Indirect holdings are reported via Lake Harriet Holdings LLC, various trusts, and Yaqeen I Trust with explanatory disclaimers about pecuniary interest.