Form 4: TeraWulf CFO Patrick Fleury Acquires Shares via PSU Vesting

TeraWulf Inc. CFO Patrick Fleury has increased his direct holdings following the vesting of over 327,000 performance-based restricted stock units.

Summary

• Chief Financial Officer Patrick Fleury acquired 327,054 shares of common stock through the vesting of performance-based restricted stock units (PSUs) on April 24, 2026.
• A total of 128,695 shares were withheld by the company to satisfy tax withholding obligations resulting from the vesting.
• Following these transactions, Patrick Fleury directly owns 3,608,801 shares of TeraWulf Inc. common stock.
• The vesting was triggered by the achievement of specific performance goals set between the grant date and the third anniversary of January 2, 2026.
• Fleury still holds 654,108 unvested performance-based restricted stock units subject to future performance and service conditions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as positive because it confirms that the company is hitting its internal performance targets, and the CFO continues to hold a very large stake in the company's common stock.

Positives

• The vesting of these units indicates that the company has met specific internal performance goals.
• The CFO maintains a substantial equity position in the company, totaling over 3.6 million shares.
• The majority of the vested shares (approximately 60%) were retained by the executive rather than sold on the open market.

Negatives

• The disposition of 128,695 shares, while for tax purposes, represents a reduction in the potential total ownership increase.

Risks

• The remaining 654,108 PSUs are subject to future performance goals which may not be achieved.
• Vesting is contingent upon the reporting person's continued employment or service with the issuer.

Future Outlook

The reporting person holds an additional 654,108 performance-based restricted stock units that may vest in the future based on the achievement of specified performance goals and continued service through early 2029.

Management Comments

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

Industry Context

StockSavvy.ai notes that in the highly volatile crypto-mining sector, performance-based equity compensation is a standard tool used to align executive incentives with long-term infrastructure growth and hash rate targets, similar to structures seen at Marathon Digital and Riot Platforms.

Comparison to Industry Standards

• TeraWulf's use of PSUs aligns with industry peers like Riot Platforms and CleanSpark, which utilize performance-linked milestones rather than simple time-based vesting.
• The retention of 60% of vested shares for tax purposes is consistent with executive behavior in mid-cap technology and energy firms.

Related Party Transactions

• The issuance of shares to the CFO is part of a standard executive compensation plan previously approved by the board.

Stakeholder Impact

• Shareholders may view the achievement of performance goals as a sign of operational health.
• The net settlement of shares for taxes prevents a larger open-market sale, which minimizes downward pressure on the stock price.

Next Steps

• Monitoring of future SEC filings for the vesting of the remaining 654,108 performance-based units.

Key Dates

Recommendation

This is a routine Form 4 filing reflecting the vesting of earned compensation. While it confirms performance targets are being met, it does not represent a new strategic shift or a change in fundamental valuation that would trigger a buy or sell rating.

Keywords

TeraWulf, WULF, Patrick Fleury, Chief Financial Officer, Insider Trading, Performance Stock Units, Equity Compensation, Bitcoin Mining, SEC Form 4