TeraWulf CSO exercises PSUs, covers tax with shares

Accepted by SEC EDGAR 05/20/2026 - 08:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TERAWULF INC. Chief Strategy Officer Kerri M. Langlais reported routine equity compensation activity involving performance-based restricted stock units on May 18, 2026. Performance stock units covering 327,054 shares vested and were exercised into common stock. In connection with this net settlement, 180,860 shares were returned to the issuer to cover taxes. Following these transactions, Langlais directly held 4,156,881 shares of common stock.

Insider Trade Summary

327,054 shares exercised/converted

Exercise 3 txns

Insider Langlais Kerri M.

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	327,054	$0.00	$0.00
Exercise	Common stock, $0.001 par value per share	327,054	$0.00	$0.00
Disposition	Common stock, $0.001 par value per share	180,860	$0.00	$0.00

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 contracts (Direct); Common stock, $0.001 par value per share — 4,156,881 shares (Direct)

Holdings Before and After: Performance-Based Restricted Stock Units, 327,054 to 0 contracts (Direct); Common stock, $0.001 par value per share, 4,010,687 to 4,156,881 shares (Direct)

Footnotes (3)

1. F1. 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, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
2. F2. 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 vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
3. F3. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

Key Figures

Performance units exercised: 327,054 shares Shares withheld for taxes: 180,860 shares Shares held after transactions: 4,337,741 shares +2 more

5 metrics

Performance units exercised 327,054 shares Performance-based restricted stock units converted to common stock on May 18, 2026

Shares withheld for taxes 180,860 shares Disposition to issuer to cover tax withholding on May 18, 2026

Shares held after transactions 4,337,741 shares Direct common stock ownership after reported Form 4 transactions

Exercise transactions 1 exercise, 327,054 shares transactionSummary exerciseCount and exerciseShares

Derivative holdings remaining 0 units No remaining performance-based restricted stock units after conversion

Key Terms

performance stock units, Performance-Based Restricted Stock Units, net settlement, withholding to cover taxes, +1 more

5 terms

performance stock units financial

"The performance stock units vested in accordance with their terms upon the achievement of specified performance goals"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Performance-Based Restricted Stock Units financial

""Performance-Based Restricted Stock Units" listed as a derivative security title"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

net settlement financial

"as a result of the Reporting Person's election of net settlement of performance stock units"

withholding to cover taxes financial

"The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for the common stock transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did TERAWULF (WULF) report for Kerri M. Langlais?

TERAWULF reported that Chief Strategy Officer Kerri M. Langlais exercised performance-based restricted stock units into 327,054 common shares, with 180,860 shares disposed back to the issuer for tax withholding. After these transactions, she held 4,337,741 common shares directly.

Were the TERAWULF (WULF) Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales. Instead, it reports an exercise of performance-based restricted stock units and a disposition of shares back to the issuer to cover taxes, which are compensation-related, non-market transactions.

How many TERAWULF (WULF) shares did Kerri M. Langlais hold after the Form 4 events?

After the reported transactions, Kerri M. Langlais directly owned 4,337,741 shares of TERAWULF common stock. This reflects the net result of vesting and exercising performance-based stock units, plus shares returned to the issuer for tax withholding.

What are performance-based restricted stock units in the TERAWULF (WULF) filing?

In this filing, each performance-based restricted stock unit is a contingent right to receive one TERAWULF common share. The units vested upon meeting specified performance goals between the grant date and the third anniversary of January 2, 2026.

Why were 180,860 TERAWULF (WULF) shares disposed in the Form 4?

The 180,860-share disposition resulted from withholding to cover taxes owed when performance stock units vested and were settled. The reporting person elected net settlement, so the issuer retained those shares instead of the insider selling stock to pay taxes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Langlais Kerri M.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MARYLAND 21601

(City) (State) (Zip)

UNITED STATES

(Country)

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 Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

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	05/18/2026		M		327,054	A	(1)	4,337,741	D
Common stock, $0.001 par value per share	05/18/2026		D		180,860	D	(2)	4,156,881	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
Performance-Based Restricted Stock Units	(3)	05/18/2026		M			327,054	(1)	(1)	Common stock, $0.001 par value per share	327,054	$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, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each 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 vested in accordance with their terms upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

3. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

Remarks:

	/s/ Kerri M. Langlais	05/20/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)