TERAWULF (WULF) CTO nets shares as 817,635 performance units vest and settle for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TERAWULF INC. Chief Technology Officer Nazar M. Khan reported equity compensation activity involving performance-based restricted stock units. On April 24, 2026, he exercised 817,635 performance stock units, each converting into one share of common stock at an exercise price of $0.00 per share.
According to the footnotes, these performance stock units vested upon achievement of specified performance goals between the grant date and the third anniversary of January 2, 2026, conditioned on his continued service. In connection with this vesting and his election of net settlement, 452,152 shares of common stock were disposed of to cover tax withholding obligations rather than sold in an open-market transaction.
Following these transactions, Khan directly holds 1,190,778 shares of TERAWULF common stock. He also has additional indirect beneficial ownership through several entities, including The Nazar M. Khan Revocable Trust, Lake Harriet Holdings LLC, and other trusts, with voting and disposition powers described in the footnotes.
Positive
- None.
Negative
- None.
Insider Trade Summary
817,635 shares exercised/converted
Net Sell
7 txns
Insider
Khan Nazar M.
Role
Chief Technology Officer
Sold
452,152 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 817,635 | $0.00 | -- |
| Exercise | Common stock, $0.001 par value per share | 817,635 | $0.00 | -- |
| Sale | Common stock, $0.001 par value per share | 452,152 | $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 — 1,635,269 shares (Direct, null);
Common stock, $0.001 par value per share — 1,190,778 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)
- 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. 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: 817,635 units
Shares withheld for taxes: 452,152 shares
Direct shares after transactions: 1,190,778 shares
+4 more
7 metrics
Performance units exercised
817,635 units
Each unit converts into one share of common stock
Shares withheld for taxes
452,152 shares
Disposition to cover tax obligations on vested performance units
Direct shares after transactions
1,190,778 shares
Common stock directly held by Khan following Form 4 activity
Revocable trust holdings
14,323,523 shares
Common stock held indirectly by The Nazar M. Khan Revocable Trust
Lake Harriet Holdings LLC shares
7,269,019 shares
Common stock held indirectly through 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, beneficial owner, revocable trust, +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
"The disposition is due to withholding to cover taxes, as a result of the Reporting Person's election of net settlement"
beneficial owner financial
"the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
revocable trust financial
"By The Nazar M. Khan Revocable Trust ("Khan Revocable Trust")."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Section 13(d) regulatory
"pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934"
Section 16 regulatory
"shall not be deemed an admission of beneficial ownership ... for purposes of Section 16 of the Exchange Act"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What did TERAWULF (WULF) CTO Nazar M. Khan report in this Form 4?
He reported vesting and exercise of performance-based restricted stock units converting into common shares, along with related tax withholding. The filing shows equity compensation activity rather than a discretionary market trade, detailing updated direct and indirect shareholdings in TERAWULF common stock.
How many TERAWULF (WULF) performance stock units did Khan exercise?
He exercised 817,635 performance stock units, each representing a right to receive one share of TERAWULF common stock. These units vested based on specified performance goals achieved between the grant date and the third anniversary of January 2, 2026, subject to his continued employment or service.
What is Nazar M. Khan’s direct ownership in TERAWULF (WULF) after these transactions?
After the reported transactions, Khan directly holds 1,190,778 shares of TERAWULF common stock. This figure reflects the impact of both the exercise of 817,635 performance stock units and the share disposition used to cover associated tax withholding obligations arising from the vesting.
What indirect TERAWULF (WULF) holdings are associated with Nazar M. Khan?
The filing lists indirect holdings through The Nazar M. Khan Revocable Trust, Lake Harriet Holdings LLC, Yaqeen I Trust, and various other trusts. The footnotes explain he may be deemed a beneficial owner, though he disclaims ownership beyond his pecuniary interest in those entities’ TERAWULF shares.
How do the TERAWULF (WULF) performance stock units vest for Nazar M. Khan?
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 Khan’s continued employment or service with TERAWULF through each relevant vesting date described in the equity award terms.