TERAWULF CFO reports vesting and tax-share return

(Neutral)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

TERAWULF INC. Chief Financial Officer Patrick Fleury reported compensation-related stock transactions involving performance-based restricted stock units. On May 6, 2026, he exercised 327,054 performance stock units, receiving the same number of shares of common stock as they vested upon achievement of specified performance goals tied to dates up to the third anniversary of January 2, 2026.

In connection with this vesting and his election of net settlement, 128,695 shares of common stock were disposed of back to the issuer to cover tax withholding obligations. Following these transactions, Fleury directly holds 3,807,160 shares of TERAWULF common stock.

Insider Trade Summary

327,054 shares exercised/converted

Exercise 3 txns

Insider Fleury Patrick

Role Chief Financial 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	128,695	$0.00	$0.00

Holdings After Transaction: Performance-Based Restricted Stock Units — 327,054 contracts (Direct); Common stock, $0.001 par value per share — 3,807,160 shares (Direct)

Footnotes (4)

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. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F4. 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

Performance units exercised: 327,054 units Shares withheld for taxes: 128,695 shares Shares held after transaction: 3,807,160 shares +1 more

4 metrics

Performance units exercised 327,054 units Performance-based restricted stock units exercised into common stock on May 6, 2026

Shares withheld for taxes 128,695 shares Disposition to issuer to cover tax withholding on vested units

Shares held after transaction 3,807,160 shares CFO’s direct TERAWULF common stock holdings following reported transactions

Exercise transactions 1 exercise, 327,054 shares Aggregate derivative exercise activity in this Form 4

Key Terms

performance stock units, net settlement, disposition to issuer, performance goals

4 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"

disposition to issuer financial

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

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.

FAQ

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

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

Patrick Fleury reported vesting-related stock activity. He exercised 327,054 performance-based restricted stock units into common shares, with part of the resulting stock returned to TERAWULF to satisfy tax withholding obligations, all tied to previously established performance goals.

How many TERAWULF (WULF) shares did the CFO acquire through vesting?

The CFO acquired 327,054 shares of TERAWULF common stock when an equal number of performance-based restricted stock units vested. Each unit represented a contingent right to receive one share, triggered by achieving specified performance goals over the measurement period.

Why were some TERAWULF (WULF) shares disposed of in this Form 4 filing?

The reported disposition reflects tax withholding, not an open-market sale. TERAWULF withheld 128,695 shares, returned to the issuer, to cover taxes arising from the CFO’s net settlement election on vested performance-based restricted stock units.

What are performance stock units in the TERAWULF (WULF) CFO’s award?

Each performance stock unit represents a contingent right to receive one TERAWULF common share. Vesting depends on achieving specified performance goals between the grant date and the third anniversary of January 2, 2026, plus the executive’s continued employment or service through those dates.

How many TERAWULF (WULF) shares does the CFO hold after these transactions?

After the vesting and related tax withholding disposition, the CFO directly holds 3,807,160 shares of TERAWULF common stock. This figure reflects his updated direct ownership position following the reported May 6, 2026 equity compensation events.

Do performance-based units remain outstanding for TERAWULF (WULF) CFO Patrick Fleury?

Yes. Footnotes explain that remaining performance stock units will vest only if specified performance goals are achieved between the grant date and the third anniversary of January 2, 2026, and if the CFO continues employment or service through each relevant vesting date.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/08/2026 - 09:44 PM EDT

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.001 par value per share	05/06/2026		M		327,054	A	⁽¹⁾	3,935,855	D
Common stock, $0.001 par value per share	05/06/2026		D		128,695	D	⁽²⁾	3,807,160	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽³⁾	05/06/2026		M			327,054	⁽¹⁾	⁽¹⁾	Common stock, $0.001 par value per share	327,054	⁽⁴⁾	327,054	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.

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 Fleury	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR