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TeraWulf (NASDAQ: WULF) CFO’s performance stock units vest with tax-share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TERAWULF INC. Chief Financial Officer Patrick Fleury reported vesting of performance-based restricted stock units and related share transfers. On April 24, 2026, he exercised 327,054 performance stock units into the same number of common shares at an effective price of $0.0000 per share, following achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026. In a separate transaction the same day, 128,695 common shares were disposed of back to the issuer to withhold shares for taxes under his net settlement election, meaning this portion was used to satisfy tax obligations rather than sold in the open market. The remaining performance stock units are scheduled to vest upon future achievement of performance goals and continued employment through the third anniversary of January 2, 2026.

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Insider Fleury Patrick
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units 327,054 $0.00 --
Exercise Common stock, $0.001 par value per share 327,054 $0.00 --
Disposition Common stock, $0.001 par value per share 128,695 $0.00 --
Holdings After Transaction: Performance-Based Restricted Stock Units — 654,108 shares (Direct, null); Common stock, $0.001 par value per share — 3,737,496 shares (Direct, null)
Footnotes (1)
  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. 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. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock. 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.
Shares disposed for tax withholding 128,695 shares Common stock disposed to issuer on April 24, 2026 to cover taxes
Performance units exercised 327,054 units Performance-based restricted stock units converted into common stock on April 24, 2026
Exercise price $0.0000 per share Effective price on conversion of performance stock units into common stock
Remaining performance units Balance unquantified Footnote states remaining performance stock units will vest upon future goal achievement by third anniversary of January 2, 2026
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"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock"
performance goals financial
"upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026"
Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Fleury Patrick
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock, $0.001 par value per share04/24/2026M327,054A(1)3,737,496D
Common stock, $0.001 par value per share04/24/2026D128,695D(2)3,608,801D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units(3)04/24/2026M327,054 (1) (1)Common stock, $0.001 par value per share327,054(4)654,108D
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.
4. 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.
Remarks:
/s/ Patrick Fleury04/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TERAWULF (WULF) CFO Patrick Fleury report?

TERAWULF CFO Patrick Fleury reported vesting of performance-based stock units and related share transfers. He exercised 327,054 performance stock units into common shares and had 128,695 shares withheld to cover taxes, reflecting compensation-related activity rather than open-market trading.

Were TERAWULF (WULF) shares sold on the open market in this Form 4?

The Form 4 indicates no open-market sale. Instead, 128,695 common shares were disposed of to the issuer to cover tax obligations under a net settlement election tied to vested performance stock units, a common compensation and tax-withholding mechanism.

How many performance-based stock units vested for TERAWULF CFO in this filing?

A total of 327,054 performance-based restricted stock units vested and were converted into the same number of TERAWULF common shares. Vesting occurred after achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, subject to continued employment.

What are TERAWULF performance stock units reported in this Form 4?

Each performance stock unit represents a contingent right to receive one share of TERAWULF common stock. The units vest upon achieving specified performance goals over a period ending on the third anniversary of January 2, 2026, assuming the executive remains employed or in service through applicable dates.

Does this TERAWULF Form 4 suggest a change in CFO share ownership strategy?

The transactions appear compensation-related, reflecting vesting and tax withholding rather than a discretionary buy or sell decision. Shares were issued from vested performance units and a portion was withheld to cover taxes, a routine mechanism that does not itself indicate a strategic ownership shift.