Insider Filing: Nazar M. Khan Vesting and Tax-Withholding Details for WULF
Rhea-AI Filing Summary
Nazar M. Khan, Chief Technology Officer and director of TeraWulf Inc. (WULF), reported transactions on 09/08/2025. Performance-based restricted stock units representing 400,000 shares vested upon achievement of specified performance goals and were received by Mr. Khan. As part of a net-settlement election, 221,200 shares were withheld to cover taxes. Following these changes, Mr. Khan beneficially owned 14,725,223 shares directly and indirectly, including holdings through Lake Harriet Holdings LLC and several trusts.
Positive
- 400,000 performance-based restricted stock units vested, indicating specified performance goals were achieved
- Post-transaction beneficial ownership reported transparently as 14,725,223 shares, including direct and indirect holdings
Negative
- 221,200 shares were disposed of via withholding to cover taxes, reducing the number of shares delivered to the reporting person
- A portion of the reported holdings is held indirectly through trusts and an LLC, with disclaimers limiting claims of full beneficial ownership
Insights
TL;DR: Insider received vested performance awards and used net settlement to cover taxes; ownership disclosure clarifies indirect holdings.
The filing shows customary equity compensation mechanics: 400,000 performance stock units vested under stated performance conditions, and 221,200 shares were disposed of solely to satisfy tax withholding via net settlement. The report discloses both direct and indirect beneficial ownership through Lake Harriet Holdings LLC and multiple trusts, with clear disclaimers about beneficial ownership scope. For governance, these disclosures meet Section 16 transparency requirements and clarify potential control links through related entities.
TL;DR: Material equity vesting increased insider stake; tax-withholding reduced delivered shares but left total beneficial holdings sizable.
From a compensation perspective, the vesting of 400,000 performance-based RSUs indicates achievement of the issuer's performance criteria tied to the grant. Net settlement withholding of 221,200 shares is a routine post-vesting tax action and reduces the number of shares actually issued to the reporting person. The filing reports a post-transaction beneficial position of 14,725,223 shares, which is significant in absolute terms and should be accounted for in ownership tables and dilution calculations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 400,000 | $0.00 | -- |
| Exercise | Common stock, $0.001 par value per share | 400,000 | $0.00 | -- |
| Disposition | Common stock, $0.001 par value per share | 221,200 | $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 Securities Exchange of 1934, as amended, 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 Securities Exchange of 1934, as amended, 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.
