STOCK TITAN
  1. Home
  2. Sec-filings
  3. WULF
  4. [Form 4] TERAWULF INC. Insider Trading Activity

TeraWulf (WULF) CSO settles performance stock units, shares withheld for tax

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

Rhea-AI Filing Summary

TERAWULF INC. Chief Strategy Officer Kerri M. Langlais reported performance-based equity vesting and related share movements. On May 6, 2026, 327,054 performance stock units vested upon achievement of specified performance goals and were converted into an equal number of common shares at $0.0000 per share.

In connection with the vesting, 180,860 common shares were disposed of to the issuer to withhold shares to cover taxes under a net settlement election, rather than through an open-market sale. After these transactions, Langlais directly holds 4,191,547 shares of TERAWULF common stock. Remaining performance stock units are scheduled to vest upon future goal achievement through the third anniversary of January 2, 2026, subject to continued service.

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 — 327,054 shares (Direct, null); Common stock, $0.001 par value per share — 4,191,547 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.
Shares disposed to issuer 180,860 shares Common stock returned to issuer for tax withholding on May 6, 2026
Performance units exercised 327,054 units/shares Performance-based restricted stock units converted into common stock on May 6, 2026
Post-transaction holdings 4,191,547 shares Common shares directly held by Kerri M. Langlais after reported transactions
Exercise price $0.0000 per share Stated price for conversion of performance stock units into common stock
Performance-Based Restricted Stock Units financial
"Security title listed as "Performance-Based Restricted Stock Units" in the derivative transaction record"
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
"Disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"
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"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock."
performance goals financial
"Units vested 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)
05/06/2026		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 share05/06/2026M327,054A(1)4,191,547D
Common stock, $0.001 par value per share05/06/2026D180,860D(2)4,010,687D
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)05/06/2026M327,054 (1) (1)Common stock, $0.001 par value per share327,054(4)327,054D
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. Langlais05/08/2026
** 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 did TERAWULF (WULF) executive Kerri Langlais report in this Form 4?

Kerri M. Langlais reported vesting of performance-based stock units and related share movements. 327,054 units converted into common shares, while 180,860 shares were withheld and returned to the issuer for taxes under a net settlement election, a routine compensation-related event rather than an open-market trade.

How many TERAWULF (WULF) performance stock units vested and converted to shares?

A total of 327,054 performance-based restricted stock units vested and converted into 327,054 TERAWULF common shares at a stated price of $0.0000 per share. Each unit represented a contingent right to receive one share, triggered by achieving specified performance goals over the stated performance period.

Why were 180,860 TERAWULF (WULF) shares disposed of to the issuer?

The 180,860-share disposition was for tax withholding, not an open-market sale. These shares were withheld and returned to TERAWULF because Langlais elected net settlement of vested performance stock units, allowing taxes to be satisfied in shares rather than paying cash to the tax authorities.

What are Kerri Langlais’s TERAWULF (WULF) holdings after these transactions?

After the reported transactions, Kerri M. Langlais directly holds 4,191,547 TERAWULF common shares. This figure reflects the net result of performance stock units vesting into common stock and the concurrent share disposition back to the issuer for tax withholding tied to the net settlement election.

How do TERAWULF (WULF) performance stock units work in this filing?

Each performance stock unit represents a contingent right to one share of TERAWULF common stock. Units vest upon achieving specified performance goals between the grant date and the third anniversary of January 2, 2026, provided the executive remains employed or in service through the relevant vesting dates.

Will additional TERAWULF (WULF) performance stock units vest in the future?

The filing states that remaining performance stock units will vest according to their terms upon achieving specified performance goals through the third anniversary of January 2, 2026. Vesting also requires Langlais’s continued employment or service with TERAWULF through each applicable vesting date in the performance schedule.