[Form 4] TERAWULF INC. Insider Trading Activity
TeraWulf Inc. Chief Technology Officer Nazar M. Khan exercised 817,635 performance-based restricted stock units, receiving an equal number of common shares at a conversion price of $0.00 per share.
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.
Form Type
4
Rhea-AI Filing Summary
TeraWulf Inc. Chief Technology Officer Nazar M. Khan exercised 817,635 performance-based restricted stock units, receiving an equal number of common shares at a conversion price of $0.00 per share. To cover taxes via net settlement, 444,992 common shares were returned to the issuer, leaving 818,135 shares held directly and additional large indirect holdings through various trusts.
Insider Trade Summary
817,635 shares exercised/converted
Exercise
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 | 444,992 | $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 — 2,452,904 contracts (Direct);
Common stock, $0.001 par value per share — 373,143 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 — 414,939 shares (Indirect, By Yaqeen I Trust);
Common stock, $0.001 par value per share — 4,019,787 shares (Indirect, By Various Trusts)
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 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 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.
- F3. By The Nazar M. Khan Revocable Trust ("Khan Revocable Trust"). From April 2025 through January 2026, the Reporting Person contributed an aggregate 14,323, 523 shares of common stock ("Common Stock") to the Khan Revocable Trust for no consideration. 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 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 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 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 of 1934, as amended, or for any other purpose.
- F6. By various trusts. The Reporting Person may be deemed to beneficially own the Shares held by such trusts. 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 of 1934, as amended, 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
Performance units exercised: 817,635 units
Shares withheld for taxes: 444,992 shares
Direct common shares after transactions: 818,135 shares
+5 more
8 metrics
Performance units exercised
817,635 units
Performance-based RSUs converted to common stock on April 14, 2026
Shares withheld for taxes
444,992 shares
Common shares returned to issuer for tax withholding via net settlement
Direct common shares after transactions
818,135 shares
Direct TeraWulf common stock ownership following the Form 4 transactions
Performance units position after exercise
2,452,904 units
Performance-based restricted stock units reported as held after the exercise
Khan Revocable Trust holdings
14,323,523 shares
Indirect TeraWulf common shares held by The Nazar M. Khan Revocable Trust
Lake Harriet Holdings LLC
7,269,019 shares
Indirect TeraWulf common shares held by Lake Harriet Holdings LLC
Yaqeen I Trust
414,939 shares
Indirect TeraWulf common shares held by Yaqeen I Trust
Various trusts
4,019,787 shares
Indirect TeraWulf common shares reported as held by various trusts
Key Terms
performance stock units, net settlement, beneficial owner, pecuniary interest, +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.
net settlement 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"
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.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein"
Section 13(d) of the Securities Exchange Act of 1934 regulatory
"pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did TeraWulf (WULF) CTO Nazar M. Khan report in this Form 4?
Nazar M. Khan reported exercising 817,635 performance-based restricted stock units into common shares. A portion of these shares was subsequently returned to TeraWulf to cover taxes through a net settlement arrangement, and the filing also details his direct and indirect shareholdings.
How many TeraWulf (WULF) performance stock units did the CTO exercise?
He exercised 817,635 performance-based restricted stock units, each representing a right to receive one TeraWulf common share. These units vested upon achievement of specified performance goals and continued service through the performance period ending on the third anniversary of January 2, 2026.
What are Nazar M. Khan’s direct TeraWulf (WULF) common stock holdings after these transactions?
After exercising performance units and the related tax withholding disposition, Khan directly holds 818,135 shares of TeraWulf common stock. This figure reflects his direct ownership only and excludes his substantial indirect holdings through various trusts and Lake Harriet Holdings LLC.
How do the performance stock units for TeraWulf (WULF) CTO vest?
The performance stock units vest upon achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026. Vesting also requires Khan’s continued employment or service with TeraWulf through the applicable vesting dates during this multi-year performance period.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates