TERAWULF (WULF) CFO nets 327K PSUs, withholds 128K shares for taxes

Rhea-AI Filing Summary

TERAWULF INC. Chief Financial Officer Patrick Fleury reported compensation-related stock transactions. On May 18, 2026, performance-based restricted stock units covering 327,054 shares of common stock vested and were exercised into common shares at a stated price of $0.00 per share.

To cover tax obligations from this vesting, 128,695 shares of common stock were disposed of back to the issuer through net settlement, as described in the footnotes. After these transactions, Fleury directly owned 4,134,214 shares of TERAWULF common stock.

Insights

Equity Compensation Analyst

CFO’s Form 4 shows PSU vesting, exercise, and tax withholding, not open-market trading.

The filing shows Patrick Fleury vesting and exercising 327,054 performance-based RSUs into common stock, consistent with the plan’s performance conditions through the third anniversary of January 2, 2026. The exercise price is listed as $0.00, typical for RSUs.

A disposition of 128,695 shares back to the issuer is explicitly for tax withholding via net settlement, according to the footnotes. This is a mechanical tax event rather than an open-market sale, and no Rule 10b5-1 trading plan is referenced.

After these moves, Fleury holds 4,134,214 common shares directly, and the derivativeSummary is empty, indicating no remaining performance-based RSUs from this grant. The overall pattern is routine equity compensation, with no net open-market buying or selling in this filing.

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	128,695	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 shares (Direct, null); Common stock, $0.001 par value per share — 4,134,214 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.

Key Figures

PSUs exercised: 327,054 units/shares Shares withheld for taxes: 128,695 shares Post-transaction holdings: 4,134,214 shares +2 more

5 metrics

PSUs exercised 327,054 units/shares Performance-based RSUs vested and exercised on May 18, 2026

Shares withheld for taxes 128,695 shares Disposition to issuer for tax withholding via net settlement

Post-transaction holdings 4,134,214 shares Common stock directly owned after May 18, 2026 transactions

Exercise price $0.00 per share Stated price for common stock received from RSU conversion

Net buy/sell shares 0 shares transactionSummary netBuySellShares shows no net open-market activity

Key Terms

Performance-Based Restricted Stock Units, net settlement, withholding to cover taxes, contingent right, +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.

net settlement financial

"election of net settlement of performance stock units, which vested"

withholding to cover taxes financial

"The disposition is due to withholding to cover taxes, as a result"

contingent right financial

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

performance goals financial

"achievement of specified performance goals between the grant date and the third anniversary"

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 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)
05/18/2026

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	05/18/2026		M		327,054	A	(1)	4,134,214	D
Common stock, $0.001 par value per share	05/18/2026		D		128,695	D	(2)	4,005,519	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)	05/18/2026		M			327,054	(1)	(1)	Common stock, $0.001 par value per share	327,054	$0	0	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.

Remarks:

	/s/ Patrick Fleury	05/20/2026
	** 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)

FAQ

What insider transactions did TERAWULF (WULF) CFO Patrick Fleury report on May 18, 2026?

Patrick Fleury reported vesting and exercising 327,054 performance-based restricted stock units into common shares. In connection with this vesting, 128,695 shares were disposed of back to the issuer to cover tax withholding obligations through a net settlement mechanism.

Were the TERAWULF (WULF) CFO’s May 2026 transactions open-market stock sales or purchases?

The transactions were not open-market trades. They involved exercising performance-based RSUs into common stock at a stated price of $0.00 per share and disposing of 128,695 shares back to the issuer solely to satisfy tax withholding obligations from that vesting event.

How many TERAWULF (WULF) shares did the CFO acquire through RSU vesting in May 2026?

Performance-based restricted stock units covering 327,054 shares of TERAWULF common stock vested and were exercised. Each unit represented a contingent right to receive one share, which converted into common stock upon achievement of specified performance goals and continued employment conditions.

Why did the TERAWULF (WULF) CFO dispose of 128,695 shares in the May 2026 Form 4?

The 128,695-share disposition was due to withholding to cover taxes arising from the vesting and net settlement of performance-based stock units. Shares were returned to the issuer rather than sold on the open market, making this a tax-related event instead of a discretionary sale.

What are the TERAWULF (WULF) CFO’s reported holdings after the May 18, 2026 transactions?

Following the reported vesting, exercise, and tax withholding disposition, Patrick Fleury directly owned 4,134,214 shares of TERAWULF common stock. The derivative position related to these performance-based RSUs was reduced to zero, reflecting completion of this specific award’s conversion.

How were TERAWULF (WULF) performance-based RSUs described in the CFO’s Form 4 footnotes?

Each performance stock unit represents a contingent right to receive one share of TERAWULF common stock. The units vested upon achieving specified performance goals between grant date and the third anniversary of January 2, 2026, subject to the CFO’s continued employment or service.