TeraWulf Insider Receives 2 Million RSUs in Retention Grant

Rhea-AI Filing Summary

TeraWulf Inc. (WULF) Form 4: Chief Technology Officer and Director Nazar M. Khan reported the grant of 2,000,000 Restricted Stock Units (RSUs) on 01-Aug-2025. Each RSU represents the right to receive one share of WULF common stock at no cost.

Vesting: One-third of the award vests on each of the first three anniversaries of 01-Aug-2025, contingent on Mr. Khan’s continued employment or service. No non-derivative share transactions or sales were disclosed. Following the grant, the insider holds 2,000,000 derivative securities directly.

The filing signals a retention-oriented equity award for a key executive. While the grant aligns management incentives with shareholders, it also introduces potential dilution when the RSUs convert to common shares upon vesting.

Positive

• Equity-based incentive aligns the CTO’s interests with shareholders and encourages multi-year retention.

Negative

• Potential dilution: conversion of 2 M RSUs will increase the common share count upon vesting.

Insights

Securities Analyst

TL;DR: 2 M RSU grant to CTO; neutral impact—retention incentive vs. future dilution.

The award ties Mr. Khan’s compensation to long-term share performance, encouraging strategic alignment. The three-year vesting schedule supports executive retention during a critical growth phase. However, 2 M new shares (issued at $0) will enlarge the share count once vested, marginally diluting existing holders. No cash cost and no insider sales were reported, so near-term financial impact is limited. Overall, the transaction is routine and should not materially shift valuation, but investors should factor the incremental dilution into future per-share metrics.

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
Estimated average burden
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)
08/01/2025

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

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
Restricted Stock Units	(1)	08/01/2025		A		2,000,000		(2)	(2)	Common stock, $0.001 par value per share	2,000,000	$0	2,000,000	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

2. One-third (1/3rd) of the restricted stock units shall vest upon each of the first three anniversaries of August 1, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

Remarks:

	/s/ Nazar M. Khan	08/01/2025
	** 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

How many shares were granted to TeraWulf (WULF) CTO Nazar M. Khan?

Mr. Khan received 2,000,000 Restricted Stock Units, each convertible into one common share.

When do the WULF RSUs granted on 01-Aug-2025 vest?

Vesting occurs in three equal annual tranches on the first, second and third anniversaries of 01-Aug-2025.

Did the insider sell any TeraWulf shares in this Form 4 filing?

No. The filing discloses only an award of RSUs; no sales or disposals were reported.

Will the RSU grant dilute existing WULF shareholders?

Yes. When the 2 M RSUs convert to common shares upon vesting, the total share count will rise, causing dilution.

What is the ownership form for the granted derivative securities?

All 2,000,000 RSUs are held directly (Form 4 code ‘D’) by Mr. Khan.