TeraWulf (NASDAQ: WULF) CAO reports RSU vesting, tax withholding shares

Rhea-AI Filing Summary

TeraWulf Inc. Chief Accounting Officer William Joseph Tanimoto reported equity award activity involving company stock. On January 9, 2026, 16,667 restricted stock units converted into an equal number of common shares as they vested on the second anniversary of a January 9, 2024 grant, contingent on continued employment.

On the same date, 5,296 common shares were automatically disposed of to cover taxes from Mr. Tanimoto’s net settlement election for the RSU vesting. After these transactions, he directly held 38,898 shares of common stock and 16,666 restricted stock units, with the remaining units scheduled to vest on the third anniversary of January 9, 2024, subject to continued service.

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

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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^*

Tanimoto William Joseph

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 21601

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		M		16,667	A	(1)	44,194	D
Common stock, $0.001 par value per share	01/09/2026		D		5,296	D	(2)	38,898	D

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	(3)	01/09/2026		M			16,667	(4)	(4)	Common stock, $0.001 par value per share	16,667	(4)	16,666	D

Explanation of Responses:

1. The Reporting Person received restricted stock units which vested in accordance with their terms upon the second anniversary of January 9, 2024, as reflected in this Form 4, 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 with regard to the vesting of restricted stock units, which vested on January 9, 2026, as reflected in this Form 4.

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

4. The restricted stock units vested upon the second anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through each such date. The remaining restricted stock units will vest upon the third anniversary of January 9, 2024, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

Remarks:

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for William J. Tanimoto	01/09/2026
	** 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.
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FAQ

What insider transactions did TeraWulf (WULF) report for William Joseph Tanimoto?

On January 9, 2026, Chief Accounting Officer William Joseph Tanimoto reported the vesting of 16,667 restricted stock units into common stock and the automatic disposition of 5,296 common shares to cover taxes.

How many TeraWulf (WULF) shares does the CAO own after this Form 4?

Following the reported transactions, Chief Accounting Officer William Joseph Tanimoto directly beneficially owned 38,898 shares of TeraWulf common stock and 16,666 restricted stock units.

Why were 5,296 TeraWulf shares disposed of in this insider filing?

The 5,296 common shares were disposed of to withhold shares to cover taxes, resulting from Mr. Tanimoto’s election of net settlement in connection with the January 9, 2026 vesting of restricted stock units.

What are the terms of the TeraWulf restricted stock units reported in this Form 4?

Each restricted stock unit represents a contingent right to receive one share of TeraWulf common stock. The units vested on the second anniversary of January 9, 2024, and the remaining units are scheduled to vest on the third anniversary, in each case subject to Mr. Tanimoto’s continued employment or service.

Is this TeraWulf (WULF) Form 4 transaction part of a trading plan?

The Form 4 includes a checkbox for transactions made under a Rule 10b5-1 trading plan, but the provided content does not indicate that this specific set of transactions was made under such a plan.

What role does the reporting person hold at TeraWulf (WULF)?

The reporting person, William Joseph Tanimoto, is identified as an officer of TeraWulf Inc., serving as the company’s Chief Accounting Officer.