Khan Nazar M. 4

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.