TERAWULF (WULF) CTO Khan nets shares as 817,634 PSUs vest, tax withheld

Rhea-AI Filing Summary

TERAWULF INC. Chief Technology Officer Nazar M. Khan reported vesting of performance-based stock units that converted into common shares and related tax withholding. On May 18, 2026, 817,634 performance stock units converted into the same number of common shares at a conversion price of $0.0000 per share. To cover taxes under a net settlement election, 452,151 common shares were disposed of to the issuer at $0.0000 per share, as described in the footnotes, leaving Khan with 1,469,592 shares of common stock held directly after the transactions. The filing also shows additional indirect holdings through the Nazar M. Khan Revocable Trust, Lake Harriet Holdings LLC, various trusts, and the Yaqeen I Trust, for which Khan may be deemed a beneficial owner to the extent of his pecuniary interest.

Insights

Equity compensation analyst

Routine equity vesting and tax withholding with modest net share increase.

The filing shows Nazar M. Khan had 817,634 performance stock units vest and convert into common stock on May 18, 2026. Each unit represents a contingent right to one common share, and vesting depended on performance goals and continued service through the third anniversary of January 2, 2026.

To satisfy tax obligations from this vesting, 452,151 shares were disposed of to the issuer at $0.0000 per share via net settlement, according to the footnotes. This is a non-market, mechanical tax-withholding event rather than an open-market sale, so it carries limited signaling value about Khan’s view of the stock.

After these transactions, Khan directly holds 1,469,592 common shares and also has substantial indirect exposure through the Khan Revocable Trust, Lake Harriet Holdings LLC, and other trusts. Overall, the pattern reflects standard executive equity compensation mechanics rather than a directional bet, so the investment thesis impact is neutral.

Insider Trade Summary

817,634 shares exercised/converted

Mixed 7 txns

Insider Khan Nazar M.

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	817,634	$0.00	--
Exercise	Common stock, $0.001 par value per share	817,634	$0.00	--
Disposition	Common stock, $0.001 par value per share	452,151	$0.00	--
holding	Common stock, $0.001 par value per share	--	--	--
holding	Common stock, $0.001 par value per share	--	--	--
holding	Common stock, $0.001 par value per share	--	--	--
holding	Common stock, $0.001 par value per share	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 shares (Direct, null); Common stock, $0.001 par value per share — 1,921,743 shares (Direct, null); Common stock, $0.001 par value per share — 14,323,523 shares (Indirect, By The Nazar M. Khan Revocable Trust)

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. By The Nazar M. Khan Revocable Trust ("Khan Revocable Trust"). The Reporting Person is the sole trustee of the Khan Revocable Trust and may be deemed to have the power to direct the voting and disposition of the shares of common stock, par value $0.001 per share ("Common Stock") beneficially owned by the Khan Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Khan Revocable Trust. By Lake Harriet Holdings, LLC ("Lake Harriet Holdings"). The Khan Revocable Trust is the sole member of Lake Harriet Holdings. The Reporting Person is the sole trustee of the Khan Revocable Trust and may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Khan Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Khan Revocable Trust. By various trusts. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by such trusts. The Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the Shares held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act, or for any other purpose. Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

Key Figures

PSUs vested and converted: 817,634 units/shares Tax withholding disposition: 452,151 shares Direct holdings after transaction: 1,469,592 shares +4 more

7 metrics

PSUs vested and converted 817,634 units/shares Performance stock units converting to common stock on May 18, 2026

Tax withholding disposition 452,151 shares Shares disposed of to issuer at $0.0000 to cover taxes

Direct holdings after transaction 1,469,592 shares Common stock held directly by Nazar M. Khan after May 18, 2026

Khan Revocable Trust holdings 14,323,523 shares Common stock held indirectly by The Nazar M. Khan Revocable Trust

Lake Harriet Holdings LLC 7,269,019 shares Common stock held indirectly via Lake Harriet Holdings LLC

Various trusts holdings 4,019,787 shares Common stock held indirectly by various trusts

Yaqeen I Trust holdings 414,939 shares Common stock held indirectly by Yaqeen I Trust

Key Terms

performance stock units, net settlement, disposition to issuer, beneficially own, +2 more

6 terms

performance stock units financial

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

"disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement of performance stock units"

disposition to issuer financial

"transaction_code_description": "Disposition to issuer"

beneficially own financial

"The Reporting Person may be deemed to beneficially own the shares of Common Stock held by such trusts"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein"

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 →

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^*

Khan Nazar M.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MARYLAND 26101

(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 Technology 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		817,634	A	(1)	1,921,743	D
Common stock, $0.001 par value per share	05/18/2026		D		452,151	D	(2)	1,469,592	D
Common stock, $0.001 par value per share								14,323,523	I	By The Nazar M. Khan Revocable Trust(3)
Common stock, $0.001 par value per share								7,269,019	I	By Lake Harriet Holdings LLC(4)
Common stock, $0.001 par value per share								4,019,787	I	By Various Trusts(5)
Common stock, $0.001 par value per share								414,939	I	By Yaqeen I Trust(6)

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	(7)	05/18/2026		M			817,634	(1)	(1)	Common stock, $0.001 par value per share	817,634	$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. By The Nazar M. Khan Revocable Trust ("Khan Revocable Trust"). The Reporting Person is the sole trustee of the Khan Revocable Trust and may be deemed to have the power to direct the voting and disposition of the shares of common stock, par value $0.001 per share ("Common Stock") beneficially owned by the Khan Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Khan Revocable Trust.

4. By Lake Harriet Holdings, LLC ("Lake Harriet Holdings"). The Khan Revocable Trust is the sole member of Lake Harriet Holdings. The Reporting Person is the sole trustee of the Khan Revocable Trust and may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Khan Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock held for the account of the Khan Revocable Trust.

5. By various trusts. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by such trusts. The Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

6. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the Shares held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act, or for any other purpose.

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

Remarks:

	/s/ Nazar M. Khan	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)