TeraWulf director exercises 56K RSUs, gets new grant

TERAWULF INC. director Catherine J. Motz reported compensation-related equity activity.

Accepted by SEC EDGAR 06/25/2026 - 05:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TERAWULF INC. director Catherine J. Motz reported compensation-related equity activity. On June 23, 2026, she exercised derivative awards covering 56,023 restricted stock units, receiving the same number of common shares at no cash exercise price. Following this, she directly owned 209,241 common shares.

On the same date, she also received a new grant of 6,950 restricted stock units, each representing a right to receive one share of common stock. Footnotes state the vested units related to awards that vested on the first anniversary of June 23, 2025, and the newly granted units are scheduled to vest on the first anniversary of June 23, 2026, subject to continued service.

Insider Trade Summary

56,023 shares exercised/converted

Exercise 3 txns

Insider Motz Catherine J.

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	56,023	$0.00	$0.00
Grant/Award	Restricted Stock Units	6,950	$0.00	$0.00
Exercise	Common stock, $0.001 par value per share	56,023	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 6,950 contracts (Direct); Common stock, $0.001 par value per share — 209,241 shares (Direct)

Holdings Before and After: Restricted Stock Units, 56,023 to 6,950 contracts (Direct); Common stock, $0.001 par value per share, 153,218 to 209,241 shares (Direct)

Footnotes (4)

1. F1. The Reporting Person received restricted stock units which vested upon the first anniversary of June 23, 2025, as reported in this Form 4, subject to the Reporting Person's continued employment or service with the Issuer through such date.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock, $0.001 par value per share.
3. F3. The restricted stock units vested upon the first anniversary of June 23, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date.
4. F4. The restricted stock units will vest upon the first anniversary of June 23, 2026, subject to the Reporting Person's continued employment or service with the Issuer through such date.

Key Figures

RSUs exercised: 56,023 units/shares New RSU grant: 6,950 units Shares owned after: 209,241 shares +3 more

6 metrics

RSUs exercised 56,023 units/shares Restricted stock units converted to common stock on June 23, 2026

New RSU grant 6,950 units Restricted stock units granted on June 23, 2026

Shares owned after 209,241 shares Direct common stock holdings following the reported transactions

RSU-to-share ratio 1:1 Each restricted stock unit represents one common share

RSU vesting date (exercised award) First anniversary of June 23, 2025 Vesting condition for the 56,023-unit award that was exercised

RSU vesting date (new grant) First anniversary of June 23, 2026 Scheduled vesting for the 6,950-unit RSU grant

Key Terms

Restricted Stock Units, derivative security, contingent right, vest

4 terms

Restricted Stock Units financial

"The Reporting Person received restricted stock units which vested upon the first anniversary of June 23, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock"

vest financial

"The restricted stock units will vest upon the first anniversary of June 23, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What insider transactions did TERAWULF (WULF) director Catherine Motz report?

Catherine J. Motz reported exercising 56,023 restricted stock units into common shares and receiving a new grant of 6,950 restricted stock units. These actions are compensation-related equity events rather than open-market stock purchases or sales.

How many TERAWULF (WULF) shares does Catherine Motz hold after this Form 4?

After the reported transactions, Catherine J. Motz directly holds 209,241 shares of TERAWULF common stock. She also has 6,950 restricted stock units outstanding, which represent additional potential shares subject to vesting conditions tied to continued service.

What happened to the 56,023 TERAWULF restricted stock units reported in this Form 4?

The 56,023 restricted stock units vested on the first anniversary of June 23, 2025 and were exercised into 56,023 common shares at a zero exercise price. This converted previously granted equity awards into directly owned TERAWULF shares.

What are the terms of the new 6,950 TERAWULF restricted stock units granted to Catherine Motz?

The 6,950 restricted stock units granted to Catherine J. Motz each represent a contingent right to receive one TERAWULF common share. They will vest on the first anniversary of June 23, 2026, conditioned on her continued employment or service with the company.

Does this TERAWULF (WULF) Form 4 show any open-market stock sales or purchases?

The Form 4 does not report any open-market purchases or sales. All transactions are classified as equity award exercises or grants, involving restricted stock units converting into shares or being newly awarded as part of director compensation.

How are TERAWULF restricted stock units described in this Form 4 filing?

Each restricted stock unit is described as a contingent right to receive one share of TERAWULF common stock with $0.001 par value per share. Vesting depends on the reporting person’s continued employment or service through specified anniversary dates.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Motz Catherine J.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.001 par value per share	06/23/2026		M		56,023	A	(1)	209,241	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	06/23/2026		M			56,023	(3)	(3)	Common stock, $0.001 par value per share	56,023	$0	0	D
Restricted Stock Units	(2)	06/23/2026		A		6,950		(4)	(4)	Common stock, $0.001 par value per share	6,950	$0	6,950	D

Explanation of Responses:

1. The Reporting Person received restricted stock units which vested upon the first anniversary of June 23, 2025, as reported in this Form 4, subject to the Reporting Person's continued employment or service with the Issuer through such date.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock, $0.001 par value per share.

3. The restricted stock units vested upon the first anniversary of June 23, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date.

4. The restricted stock units will vest upon the first anniversary of June 23, 2026, subject to the Reporting Person's continued employment or service with the Issuer through such date.

Remarks:

	/s/ Stefanie C. Fleischmann, as attorney-in-fact for Catherine J. Motz	06/25/2026
	** 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)