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TeraWulf (WULF) CSO nets shares after 327K performance RSU vesting

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

Rhea-AI Filing Summary

TERAWULF INC. Chief Strategy Officer Kerri M. Langlais reported the vesting and net settlement of performance-based equity awards. On April 14, 2026, performance-based restricted stock units were exercised into 327,054 shares of common stock at a conversion price of $0.00 per share.

Of these, 180,860 shares of common stock were disposed of back to the issuer to cover taxes under a net settlement election, rather than through an open-market sale. Following these transactions, Langlais directly holds 3,718,299 shares of TERAWULF common stock and indirectly holds 864,701 shares through the Langlais Family 2021 GST Trust. The filing reflects routine, compensation-related equity vesting and tax withholding.

Positive

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Negative

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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 --
holding Common stock, $0.001 par value per share -- -- --
Holdings After Transaction: Performance-Based Restricted Stock Units — 981,162 shares (Direct); Common stock, $0.001 par value per share — 3,899,159 shares (Direct); Common stock, $0.001 par value per share — 864,701 shares (Indirect, By Langlais Family 2021 GST 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 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 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. 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.
RSUs converted 327,054 shares Performance-based restricted stock units converting into common stock on April 14, 2026
Shares withheld for taxes 180,860 shares Common shares disposed of to issuer for tax withholding under net settlement
Direct holdings after transaction 3,718,299 shares TERAWULF common stock directly owned by Kerri Langlais after transactions
Indirect holdings via trust 864,701 shares Common shares held indirectly through Langlais Family 2021 GST Trust
Conversion price $0.00 per share Exercise/conversion price for performance-based restricted stock units
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
"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 to receive one share 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 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)
04/14/2026		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 share04/14/2026M327,054A(1)3,899,159D
Common stock, $0.001 par value per share04/14/2026D180,860D(2)3,718,299D
Common stock, $0.001 par value per share864,701IBy Langlais Family 2021 GST Trust
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)04/14/2026M327,054 (1) (1)Common stock, $0.001 par value per share327,054(4)981,162D
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 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 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.
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. Langlais04/16/2026
** 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 insider transactions did TERAWULF (WULF) executive Kerri Langlais report?

Kerri Langlais reported vesting of performance-based restricted stock units converting into 327,054 common shares. A portion of these shares was returned to TERAWULF to cover taxes, and the remainder increased her direct equity stake in the company.

How many TERAWULF (WULF) shares did Kerri Langlais receive from RSU vesting?

Performance-based restricted stock units converted into 327,054 TERAWULF common shares at a $0.00 conversion price. These units vested upon achievement of specified performance goals and continued service conditions through the third anniversary of January 2, 2026.

Were any of Kerri Langlais’ TERAWULF (WULF) shares sold on the open market?

The disclosed disposition involved 180,860 shares returned to TERAWULF to cover tax withholding. The footnotes describe this as net settlement related to RSU vesting, rather than an open-market sale or discretionary trade in the company’s stock.

What is Kerri Langlais’ TERAWULF (WULF) share ownership after these transactions?

After the reported transactions, Kerri Langlais directly owns 3,718,299 TERAWULF common shares. She also has indirect ownership of 864,701 additional shares through the Langlais Family 2021 GST Trust, as disclosed in the Form 4 filing.

How were TERAWULF (WULF) performance stock units structured for Kerri Langlais?

Each performance stock unit represents a contingent right to receive one TERAWULF common share. Vesting depends on achieving specified performance goals between grant and the third anniversary of January 2, 2026, plus continued employment or service through the applicable dates.

What does net settlement mean in Kerri Langlais’ TERAWULF (WULF) Form 4?

Net settlement means part of the vested shares was withheld or returned to TERAWULF to satisfy tax obligations. In this case, 180,860 common shares were disposed of to the issuer for taxes, so only the remaining vested shares increased her direct holdings.