[Form 4] TeraWulf Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Securities/Compensation Analyst

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.

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)
09/08/2025

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	09/08/2025		M		400,000	A	(1)	14,725,223	D
Common stock, $0.001 par value per share	09/08/2025		D		221,200	D	(2)	14,504,023	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)	09/08/2025		M			400,000	(1)	(1)	Common stock, $0.001 par value per share	400,000	$0	0	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 Securities Exchange of 1934, as amended, 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 Securities Exchange of 1934, as amended, 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	09/10/2025
	** 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 in the Form 4 for WULF?

The Form 4 reports that 400,000 performance-based restricted stock units vested on 09/08/2025 and 221,200 shares were withheld to cover taxes under a net-settlement election.

How many shares does Nazar M. Khan beneficially own after the transactions?

Following the reported transactions, the filing shows beneficial ownership of 14,725,223 shares (direct and indirect combined).

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

The filing states the disposition of 221,200 shares was due to withholding to cover taxes as part of the reporting person's election of net settlement for vested performance stock units.

What entities hold shares indirectly for Nazar M. Khan?

The filing lists indirect holdings through Lake Harriet Holdings LLC, various trusts, and Yaqeen I Trust, with related disclaimers about the extent of beneficial ownership.

What triggers vesting of the performance stock units reported?

The performance stock 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 through such dates.