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  4. [Form 4] TERAWULF INC. Insider Trading Activity

TeraWulf (WULF) CSO vests performance stock units and covers taxes in shares

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

Rhea-AI Filing Summary

TERAWULF INC. Chief Strategy Officer Kerri M. Langlais reported compensation-related stock activity involving performance-based restricted stock units. On April 24, 2026, she exercised 327,054 performance stock units into an equal number of common shares at a conversion price of $0.00 per share.

On the same date, 180,860 common shares were disposed of back to the issuer to withhold shares for taxes, following her election of net settlement. These transactions were tied to performance goals achieved between the grant date and the third anniversary of January 2, 2026. After the reported transactions, she directly held 4,045,353 common shares, and the filing shows 654,108 performance stock units remaining outstanding.

Positive

  • None.

Negative

  • None.
Insider Langlais Kerri M.
Role Chief Strategy 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 180,860 $0.00 --
Holdings After Transaction: Performance-Based Restricted Stock Units — 654,108 shares (Direct, null); Common stock, $0.001 par value per share — 4,045,353 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.
Performance stock units exercised 327,054 units/shares Converted to common stock on April 24, 2026
Shares withheld for taxes 180,860 shares Disposition to issuer for tax withholding on April 24, 2026
Common shares held after transaction 4,045,353 shares Direct ownership after reported Form 4 transactions
Remaining performance stock units 654,108 units Outstanding after partial vesting and exercise
Par value of common stock $0.001 per share Security title description in Form 4
Conversion price of PSUs $0.00 per unit Exercise or conversion of derivative security
Performance-Based Restricted Stock Units financial
"The security title is listed as "Performance-Based Restricted Stock Units" for the derivative transaction."
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
"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 of performance stock units."
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock."
performance goals financial
"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."
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Strategy 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)4,045,353D
Common stock, $0.001 par value per share04/24/2026D180,860D(2)3,864,493D
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/ Kerri M. Langlais04/24/2026
** 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 stock transactions did TERAWULF (WULF) report for Kerri M. Langlais?

TERAWULF reported that Chief Strategy Officer Kerri M. Langlais exercised 327,054 performance-based restricted stock units into common shares. On the same date, 180,860 common shares were returned to the company to cover tax withholding under her net settlement election.

Were Kerri M. Langlais’ TERAWULF (WULF) transactions open-market buys or sells?

The transactions were not open-market trades. They reflect the vesting and exercise of performance stock units and a related disposition of 180,860 shares back to TERAWULF to cover taxes, rather than discretionary purchases or sales on a stock exchange.

How many TERAWULF (WULF) shares does Kerri M. Langlais hold after this Form 4?

Following the reported activity, Kerri M. Langlais directly holds 4,045,353 shares of TERAWULF common stock. This figure comes from the Form 4’s post-transaction ownership line for the non-derivative common stock entry dated April 24, 2026.

What are TERAWULF performance-based restricted stock units reported in this filing?

Each performance-based restricted 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, and on continued employment or service through each relevant date.

How many performance stock units remain for Kerri M. Langlais at TERAWULF (WULF)?

After exercising 327,054 performance-based restricted stock units, the Form 4 shows 654,108 performance stock units remaining. These units will vest according to their terms if specified performance goals are met and her employment or service with TERAWULF continues through the applicable dates.