TeraWulf CSO Exercises 327,054 Performance Stock Units

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Form Type

Rhea-AI Filing Summary

TERAWULF INC. Chief Strategy Officer and director Kerri M. Langlais exercised 327,054 performance-based restricted stock units on April 24, 2026, receiving the same number of common shares at $0.00 per share. Of these, 180,860 shares were returned to the issuer to satisfy tax withholding under a net settlement election tied to achieved performance goals. After these transactions, Langlais directly holds 3,864,493 shares of TERAWULF common stock, with remaining performance stock units scheduled to vest upon future goal attainment.

Insider Trade Summary

327,054 shares exercised/converted

Exercise 3 txns

Insider Langlais Kerri M.

Role Chief Strategy 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	180,860	$0.00	$0.00

Holdings After Transaction: Performance-Based Restricted Stock Units — 654,108 contracts (Direct); Common stock, $0.001 par value per share — 3,864,493 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 RSUs exercised: 327,054 units Common shares acquired: 327,054 shares Shares disposed for taxes: 180,860 shares +1 more

4 metrics

Performance RSUs exercised 327,054 units Performance-based restricted stock units exercised on 2026-04-24 and converted into common stock.

Common shares acquired 327,054 shares Common stock received from exercise or conversion of performance-based restricted stock units at $0.00 per share.

Shares disposed for taxes 180,860 shares Common shares returned to issuer to cover tax withholding under a net settlement election.

Post-transaction common holdings 3,864,493 shares Direct TERAWULF common stock position held by Kerri M. Langlais after reported transactions.

Key Terms

Performance-Based Restricted Stock Units, net settlement, contingent right, Disposition to issuer

4 terms

Performance-Based Restricted Stock Units financial

"security_title "Performance-Based Restricted Stock Units""

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

"election of net settlement of performance stock units"

contingent right financial

"Each performance stock unit represents a contingent right to receive one share"

Disposition to issuer financial

"transaction_code_description "Disposition to issuer""

FAQ

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What did TERAWULF (WULF) executive Kerri M. Langlais report in this Form 4?

Kerri M. Langlais reported an exercise of performance-based restricted stock units and related share dispositions. She converted 327,054 units into common stock, then returned 180,860 shares to TERAWULF to cover tax withholding, and now directly holds 3,864,493 common shares.

How many performance-based restricted stock units did Kerri M. Langlais exercise for TERAWULF (WULF)?

Langlais exercised 327,054 performance-based restricted stock units into 327,054 TERAWULF common shares. Each performance stock unit represents a contingent right to receive one share of common stock, vesting upon achievement of specified performance goals and continued employment through defined dates.

How many TERAWULF (WULF) shares were withheld to cover taxes for Kerri M. Langlais?

180,860 TERAWULF common shares were disposed to the issuer to satisfy tax withholding. This disposition resulted from Langlais’s election of net settlement of vested performance stock units, with shares withheld instead of paying cash for the associated tax obligations.

What is Kerri M. Langlais’s direct common stock holding in TERAWULF (WULF) after these transactions?

Following the reported transactions, Langlais directly holds 3,864,493 TERAWULF common shares. This post-transaction balance reflects the exercised performance units and the shares returned to the issuer for tax withholding, as reported in the canonical holdings data.

How do TERAWULF (WULF) performance stock units for Kerri M. Langlais vest over time?

The performance stock units vest upon achieving specified performance goals between grant and the third anniversary of January 2, 2026. Vesting is also conditioned on Langlais’s continued employment or service with TERAWULF through each relevant date, with remaining units scheduled to vest under those terms.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/24/2026 - 09:35 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^*

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)

X	Director	10% Owner
X	Officer (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)

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	04/24/2026		M		327,054	A	⁽¹⁾	4,045,353	D
Common stock, $0.001 par value per share	04/24/2026		D		180,860	D	⁽²⁾	3,864,493	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⁾	04/24/2026		M			327,054	⁽¹⁾	⁽¹⁾	Common stock, $0.001 par value per share	327,054	⁽⁴⁾	654,108	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/ Kerri M. Langlais	04/24/2026
	** 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