Khan Nazar M. 4
4 · TERAWULF INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
TeraWulf (WULF) CTO Nazar M. Khan Exercises Performance Units; Shares Withheld
What Happened
- Nazar M. Khan, Chief Technology Officer and a director of TeraWulf, reported the conversion/exercise of 817,635 performance stock units into common stock on 2026-05-06. Per the filing, 452,152 of those shares were withheld by the issuer to cover taxes (net settlement), leaving a net receipt of 365,483 shares. No dollar prices are reported for these transactions (price = N/A) because this was an award conversion and tax withholding, not an open-market sale.
Key Details
- Transaction date: May 6, 2026 (Form 4 filed May 8, 2026).
- Shares converted/issued: 817,635 performance stock units (each PSU = 1 share per footnote F7).
- Shares withheld for taxes (disposition to issuer): 452,152 — net shares retained by Khan: 365,483.
- Prices: N/A (conversion/withholding transactions do not report a market price).
- Footnotes of note:
- F1/F7/F8: PSUs vested upon achievement of specified performance goals and each PSU converts to one share.
- F2: The disposition was withholding to cover taxes due to Khan’s election of net settlement.
- F3–F6: Shares may be held in various trusts (Khan Revocable Trust, Lake Harriet Holdings, other trusts); Khan is trustee and may be deemed a beneficial owner for reporting purposes.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Filing timeliness: Filed May 8, 2026 for a May 6, 2026 transaction — the filing shows no late-filing flag.
Context
- This was a conversion/settlement of performance-based awards (PSUs) rather than an open-market purchase or sale. The withholding of shares to cover taxes (net settlement) is a routine administrative step and does not necessarily indicate a sale to a third party. For retail investors, conversions of awards increase the insider’s direct share count (net of withholding), but do not carry the same informational weight as a direct cash purchase or open-market sale.
Insider Transaction Report
Form 4
TERAWULF INC.WULF
Khan Nazar M.
DirectorChief Technology Officer
Transactions
- Exercise/Conversion
Common stock, $0.001 par value per share
[F1]2026-05-06+817,635→ 1,556,261 total - Disposition to Issuer
Common stock, $0.001 par value per share
[F2]2026-05-06−452,152→ 1,104,109 total - Exercise/Conversion
Performance-Based Restricted Stock Units
[F7][F8][F1]2026-05-06−817,635→ 817,634 total→ Common stock, $0.001 par value per share (817,635 underlying)
Holdings
- 14,323,523(indirect: By Trust)
Common stock, $0.001 par value per share
[F3] - 7,269,019(indirect: By LLC)
Common stock, $0.001 par value per share
[F4] - 4,019,787(indirect: By Trust)
Common stock, $0.001 par value per share
[F5] - 414,939(indirect: By Trust)
Common stock, $0.001 par value per share
[F6]
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- [F8]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.
Signature
/s/ Nazar M. Khan|2026-05-08