TERAWULF (NASDAQ: WULF) CTO exercises 817,635 PSUs with tax share withholding
Rhea-AI Filing Summary
TERAWULF INC. Chief Technology Officer Nazar M. Khan reported vesting of performance-based restricted stock units tied to common stock. He exercised 817,635 performance stock units into the same number of common shares at $0.0000 per share.
Of these shares, 452,152 were disposed of back to the issuer to withhold shares to cover taxes following his election of net settlement, leaving 1,104,109 common shares held directly after the disposition. Khan also reports indirect beneficial ownership through several vehicles, including The Nazar M. Khan Revocable Trust, Lake Harriet Holdings LLC, various trusts, and the Yaqeen I Trust, while disclaiming beneficial ownership beyond his pecuniary interest in certain trusts.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 365,483 shares
Net Buy
7 txns
Insider
Khan Nazar M.
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 817,635 | $0.00 | $0.00 |
| Exercise | Common stock, $0.001 par value per share | 817,635 | $0.00 | $0.00 |
| Disposition | Common stock, $0.001 par value per share | 452,152 | $0.00 | $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 | -- | -- | -- |
| holding | Common stock, $0.001 par value per share | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 817,634 shares (Direct);
Common stock, $0.001 par value per share — 1,104,109 shares (Direct);
Common stock, $0.001 par value per share — 14,323,523 shares (Indirect, By The Nazar M. Khan Revocable Trust);
Common stock, $0.001 par value per share — 7,269,019 shares (Indirect, By Lake Harriet Holdings LLC);
Common stock, $0.001 par value per share — 4,019,787 shares (Indirect, By Various Trusts);
Common stock, $0.001 par value per share — 414,939 shares (Indirect, By Yaqeen I Trust)
Footnotes (8)
- 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.
- 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.
- F3. By The Nazar M. Khan Revocable Trust ("Khan Revocable Trust"). 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 shares of common stock, par value $0.001 per share ("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.
- F4. By Lake Harriet Holdings, LLC ("Lake Harriet Holdings"). The 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 shares of Common Stock beneficially owned by the Khan Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of 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.
- F5. By various trusts. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by such trusts. The Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
- F6. 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 Act, or for any other purpose.
- F7. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F8. The remaining performance stock units will vest 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.
Key Figures
PSUs exercised: 817,635 units
Shares withheld for taxes: 452,152 shares
Direct common shares after disposition: 1,104,109 shares
+5 more
8 metrics
PSUs exercised
817,635 units
Performance-based restricted stock units converted to common shares
Shares withheld for taxes
452,152 shares
Disposition to issuer to cover tax obligations via net settlement
Direct common shares after disposition
1,104,109 shares
Total common stock directly held following issuer disposition
Indirect shares – Revocable Trust
14,323,523 shares
Held by The Nazar M. Khan Revocable Trust
Indirect shares – Lake Harriet Holdings
7,269,019 shares
Held by Lake Harriet Holdings LLC
Indirect shares – Various Trusts
4,019,787 shares
Held by various trusts associated with Khan
Indirect shares – Yaqeen I Trust
414,939 shares
Held by Yaqeen I Trust
Exercise transactions
1 transaction, 817,635 shares
Derivative exercise/conversion events in transaction summary
Key Terms
performance stock units, net settlement, withholding to cover taxes, beneficial owner, +2 more
6 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.
net settlement financial
"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"
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"
beneficial owner financial
"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"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
disclaims beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did TERAWULF (WULF) CTO Nazar Khan report?
Nazar Khan reported vesting and exercise of 817,635 performance stock units into common stock. These units vested upon achieving specified performance goals over a period ending by the third anniversary of January 2, 2026, subject to his continued employment or service.
How many performance stock units did TERAWULF (WULF) CTO Khan exercise?
Khan exercised 817,635 performance-based restricted stock units, each representing a contingent right to receive one share of TERAWULF common stock. The units vested based on specified performance goals and his continued employment or service through dates up to January 2, 2026.
What indirect TERAWULF (WULF) holdings are reported for Nazar Khan?
The Form 4 lists indirect holdings including 414,939 shares by Yaqeen I Trust, 4,019,787 shares by various trusts, 7,269,019 shares by Lake Harriet Holdings LLC, and 14,323,523 shares by The Nazar M. Khan Revocable Trust, with certain beneficial ownership disclaimers.
How are TERAWULF (WULF) performance stock units structured for Nazar Khan?
Each performance stock unit represents a contingent right to one share of TERAWULF common stock. Remaining units vest upon achieving specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to Khan’s continued employment or service.