Form 4: Terawulf CTO Khan Reports RSU Vesting, Share Transactions

Terawulf Inc.'s Chief Technology Officer, Nazar M. Khan, reported the vesting of performance-based restricted stock units and subsequent share transactions, including a tax-related disposition.

Summary

• Nazar M. Khan, Terawulf Inc.'s Director and Chief Technology Officer, reported transactions on September 8, 2025, related to the vesting of performance-based restricted stock units (RSUs).
• Khan acquired 400,000 shares of common stock due to the vesting of performance stock units, which occurred upon the achievement of specified performance goals between the grant date and the third anniversary of January 2, 2025, subject to continued employment.
• A disposition of 221,200 shares of common stock was made to cover taxes, resulting from Khan's election of net settlement of the vested performance stock units.
• Following these transactions, Khan directly beneficially owns 14,504,023 shares of Terawulf Inc. 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 restricted stock units is a positive event, indicating the achievement of performance goals. The subsequent disposition for tax withholding is a standard, expected part of equity compensation realization and does not reflect negatively on the company's operations or outlook.

Positives

• The vesting of 400,000 performance-based restricted stock units indicates that specified performance goals were achieved by the company and the executive.
• The continued equity ownership by a key executive like the CTO aligns management's interests with those of shareholders.

Negatives

• A disposition of 221,200 shares occurred due to withholding to cover taxes, which reduces the direct beneficial ownership of the executive.

Future Outlook

The vesting of performance stock units is contingent upon the reporting person's continued employment or service with the Issuer through the specified vesting dates, indicating future commitment is required for full realization of equity compensation.

Industry Context

Form 4 filings are routine disclosures for corporate insiders, detailing changes in their beneficial ownership. The vesting of performance-based restricted stock units is a common form of executive compensation in the technology and mining sectors, designed to incentivize long-term performance and align executive interests with shareholder value.

Related Party Transactions

• Nazar M. Khan indirectly beneficially owns shares through Lake Harriet Holdings LLC, where his revocable trust is the sole member and he is the sole trustee.
• Khan also indirectly beneficially owns shares through various trusts and the Yaqeen I Trust, where he may be deemed to have beneficial ownership.

Stakeholder Impact

• Shareholders gain insight into the equity compensation and ownership structure of a key executive, which can signal management's alignment with company performance.
• The executive, Nazar M. Khan, benefits from the realization of performance-based equity compensation, reflecting his contributions to the company's performance goals.

Next Steps

• Continued employment of Nazar M. Khan with Terawulf Inc. is required for the full realization of future equity compensation.

Key Dates

Keywords

Terawulf Inc., WULF, Nazar M. Khan, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Share Ownership, CTO, Director, Equity Compensation