Terawulf CSO exercises 327,054 stock units

Terawulf Inc. reported that Chief Strategy Officer Kerri M. Langlais exercised performance-based restricted stock units, converting 327,054 units into common stock on May 6, 2026.

Rhea-AI Filing Summary

Terawulf Inc. reported that Chief Strategy Officer Kerri M. Langlais exercised performance-based restricted stock units, converting 327,054 units into common stock on May 6, 2026. In connection with this net settlement, 180,860 shares were returned to the issuer to cover taxes, and she now directly holds 4,010,687 common shares. The units vested upon achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026.

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 — 327,054 contracts (Direct); Common stock, $0.001 par value per share — 4,010,687 shares (Direct)

Footnotes (4)

1. 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.
2. 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.
3. F3. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
4. 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 units exercised: 327054.0000 shares Shares returned to issuer for taxes: 180860.0000 shares Post-transaction direct holdings: 4,010,687 shares +1 more

4 metrics

Performance units exercised 327054.0000 shares Performance-based restricted stock units converted into common stock on May 6, 2026

Shares returned to issuer for taxes 180860.0000 shares Common shares disposed of to cover taxes under a net settlement election

Post-transaction direct holdings 4,010,687 shares Direct common stock holdings of Kerri M. Langlais after the reported transactions

Exercise price per share $0.0000 per share Reported exercise or conversion price for the performance-based restricted stock units

Key Terms

Performance-Based Restricted Stock Units, performance stock units, net settlement, contingent right

4 terms

Performance-Based Restricted Stock Units financial

"The security title is listed as 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.

performance stock units financial

"The performance stock units vested in accordance with their terms upon the achievement of goals."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

net settlement financial

"The disposition is due to withholding to cover taxes, as a result of the election of net settlement."

contingent right financial

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

FAQ

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

What insider transaction did TERAWULF (WULF) report for Kerri M. Langlais?

TERAWULF’s Chief Strategy Officer Kerri M. Langlais exercised 327,054 performance-based restricted stock units into common shares on May 6, 2026. The transaction reflects equity compensation vesting tied to performance goals over a period ending near the third anniversary of January 2, 2026.

How many performance-based units vested for TERAWULF (WULF) in this Form 4?

The filing shows that 327,054 performance-based restricted stock units vested and were converted into Terawulf common stock. Each performance stock unit represents a contingent right to receive one share of common stock, subject to specified performance goals and continued employment or service conditions.

Why were 180,860 TERAWULF (WULF) shares disposed of in this filing?

The disposition of 180,860 common shares was due to shares being returned to the issuer to cover taxes. This resulted from Langlais’s election of net settlement for the vested performance stock units, rather than a market sale of shares for cash proceeds.

How many TERAWULF (WULF) shares does Kerri M. Langlais hold after these transactions?

After the reported equity transactions, Kerri M. Langlais directly holds 4,010,687 shares of Terawulf common stock. This post-transaction holding reflects the net effect of the performance unit conversion and the shares returned to the issuer for tax withholding.

What are the vesting conditions for TERAWULF (WULF) performance stock units?

The performance stock units vest upon achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026. Vesting is also conditioned on the reporting person’s continued employment or service with Terawulf through each applicable vesting date.

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

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Accepted by SEC EDGAR 05/08/2026 - 09:44 PM EDT Learn about SEC filing dates

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)
05/06/2026

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	05/06/2026		M		327,054	A	(1)	4,191,547	D
Common stock, $0.001 par value per share	05/06/2026		D		180,860	D	(2)	4,010,687	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
Performance-Based Restricted Stock Units	(3)	05/06/2026		M			327,054	(1)	(1)	Common stock, $0.001 par value per share	327,054	(4)	327,054	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	05/08/2026
	** 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)