TeraWulf (WULF) CFO exercises 327,054 stock units, with tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TERAWULF INC. Chief Financial Officer Patrick Fleury reported a compensation-related equity transaction involving performance-based restricted stock units. He exercised or converted 327,054 performance stock units, receiving the same number of shares of common stock at an exercise price of $0.00 per share.

To cover taxes from this vesting and net settlement, 121,612 common shares were disposed of back to the issuer as withholding, rather than sold on the open market. Following these transactions, Fleury directly holds 3,410,442 shares of TERAWULF common stock. The footnotes state that these performance stock units vest based on specified performance goals between the grant date and the third anniversary of January 2, 2026, conditioned on continued employment or service.

Insider Trade Summary

327,054 shares exercised/converted

Mixed 3 txns

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	121,612	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 981,162 shares (Direct); Common stock, $0.001 par value per share — 3,532,054 shares (Direct)

Footnotes (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 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 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. 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.

Key Figures

Performance stock units exercised: 327,054 units Underlying common shares received: 327,054 shares Shares withheld for taxes: 121,612 shares +2 more

5 metrics

Performance stock units exercised 327,054 units Converted into 327,054 shares of common stock at $0.00 per share

Underlying common shares received 327,054 shares Issued upon exercise or conversion of performance-based restricted stock units

Shares withheld for taxes 121,612 shares Disposed of to the issuer to cover tax obligations on vesting

Shares held after transactions 3,410,442 shares Direct ownership of TERAWULF common stock following Form 4 events

Exercise price of units $0.00 per share Conversion of performance-based restricted stock units into common stock

Key Terms

Performance-Based Restricted Stock Units, Exercise or conversion of derivative security, Disposition to issuer, net settlement, +1 more

5 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.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

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"

contingent right financial

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

Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 09:14 PM

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)
04/14/2026

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	04/14/2026		M		327,054	A	⁽¹⁾	3,532,054	D
Common stock, $0.001 par value per share	04/14/2026		D		121,612	D	⁽²⁾	3,410,442	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⁾	04/14/2026		M			327,054	⁽¹⁾	⁽¹⁾	Common stock, $0.001 par value per share	327,054	⁽⁴⁾	981,162	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 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 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.

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	04/16/2026
	** 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

FAQ

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

TERAWULF CFO Patrick Fleury exercised 327,054 performance-based restricted stock units into the same number of common shares at $0.00 per share. The transaction reflects equity compensation vesting rather than an open-market stock purchase or sale.

How many TERAWULF (WULF) shares does the CFO hold after this Form 4 filing?

After the reported transactions, TERAWULF CFO Patrick Fleury directly holds 3,410,442 shares of common stock. This figure reflects the newly issued shares from vested performance units, net of shares withheld by the issuer to cover associated tax obligations.

Why were 121,612 TERAWULF (WULF) shares disposed of in this Form 4?

The 121,612 common shares were returned to the issuer to cover taxes due on the vesting of performance stock units. Footnotes explain this was the result of a net settlement election, making it a tax-withholding disposition, not an open-market sale of shares.

What are TERAWULF (WULF) performance-based restricted stock units in this filing?

Each performance stock unit represents a contingent right to receive one share of TERAWULF common stock. Vesting occurs upon achieving specified performance goals between the grant date and the third anniversary of January 2, 2026, assuming continued employment or service.

Does this TERAWULF (WULF) Form 4 indicate open-market buying or selling by the CFO?

The Form 4 reflects equity compensation vesting and tax withholding, not open-market trading. Shares were acquired via exercise or conversion of performance-based units and some were disposed of back to the issuer to satisfy tax obligations tied to the vesting event.