Form 4: Terawulf CTO Khan Reports RSU Vesting and Tax-Related Sale

Terawulf Inc.'s Chief Technology Officer, Nazar M. Khan, reported the vesting of 400,000 performance-based restricted stock units and a subsequent tax-related disposition of 221,200 shares.

Summary

• Nazar M. Khan, Terawulf Inc.'s Chief Technology Officer and Director, reported transactions involving the company's common stock.
• On August 29, 2025, 400,000 performance-based restricted stock units (RSUs) vested, converting into common stock.
• These RSUs vested upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, contingent on continued employment or service with the Issuer.
• On September 3, 2025, Khan disposed of 221,200 shares of common stock.
• This disposition was a net settlement to cover tax obligations arising from the vesting of the performance stock units.
• Following these transactions, Khan directly beneficially owns 14,325,223 shares of common stock.
• Additionally, Khan indirectly beneficially owns 7,269,019 shares through Lake Harriet Holdings LLC, 4,019,787 shares through various trusts, and 414,939 shares through Yaqeen I Trust.

Sentiment

Score: 7

Explanation: The vesting of performance-based RSUs is a positive indicator of goal achievement, though the subsequent tax-related sale is a neutral, routine event. The overall sentiment is moderately positive due to the successful vesting.

Positives

• Vesting of 400,000 performance-based restricted stock units indicates the achievement of specified performance goals by the company and/or the individual.
• The continued beneficial ownership by a key executive like the CTO aligns management's interests with shareholders.

Negatives

• Disposition of 221,200 shares, although for tax purposes, reduces the direct shareholding of a key executive.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the vesting conditions tied to future performance goals up to January 2, 2025.

Management Comments

• 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, 2025, 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.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all industries, and does not provide specific industry-related trends or competitive analysis. The vesting of performance-based RSUs is a standard compensation practice designed to incentivize executives to achieve company goals.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs suggests management is meeting performance targets, which could be viewed positively. The tax-related sale is a routine event and generally has minimal impact.
• Employees: The vesting of RSUs for a key executive can serve as an example of successful performance-based compensation.

Next Steps

• Continued employment or service with the Issuer through January 2, 2025, for full vesting of performance stock units.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (RSU vesting and tax-related sales). It does not provide new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. The vesting of performance-based units is a positive signal regarding past performance, but the subsequent tax-related sale is a standard practice. Therefore, a 'hold' recommendation is appropriate as the filing does not present new catalysts for significant price movement or a re-evaluation of the company's intrinsic value.

Keywords

Terawulf Inc., WULF, Nazar M. Khan, CTO, Director, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Disposition, Performance Goals, Beneficial Ownership