Langlais Kerri M. 4

What Happened

• Kerri M. Langlais, Chief Strategy Officer and director of Terawulf, had 327,054 performance stock units (PSUs) vest and convert into common shares on 2026-05-18. Of those shares, 180,860 were withheld by the issuer to satisfy tax withholding obligations (a net settlement), leaving a net delivery of 146,194 shares to the reporting person. No cash purchase price was paid for the conversion.

Key Details

• Transaction date: 2026-05-18; Form filed: 2026-05-20 (Accession 0001083301-26-000104).
• Converted/issued: 327,054 shares via exercise/conversion of PSUs (transaction code M).
• Shares withheld for taxes (disposition to issuer): 180,860 shares (transaction code D) via net settlement.
• Reported price: conversion/settlement shows $0.00 / N/A — this reflects conversion of PSUs rather than an open-market purchase or sale.
• Net shares received by insider: 146,194 (327,054 − 180,860).
• Shares owned after transaction: not specified in the reported Form 4.
• Footnotes: F1–F3 indicate the PSUs vested upon achievement of performance goals within the applicable performance period, PSUs convert 1:1 into common shares, and the withholding was for taxes as part of a net-settlement election.
• Filing timeliness: Form was filed two days after the transaction date; no late filing flag indicated.

Context

• These were performance-based equity units that vested and converted into common shares, not an open-market sale or purchase. The withheld shares were surrendered to the issuer to cover tax withholding (a common, administrative step) rather than sold on the open market — such withholding should not be read as a directional trading signal.
• Net settlement of PSUs functions like a cashless exercise: a portion of the converted shares are retained to cover taxes and the remainder is delivered to the insider.