Khan Nazar M. 4
4 · TERAWULF INC. · Filed May 20, 2026
Research Summary
AI-generated summary of this filing
TERAWULF (WULF) CTO Nazar Khan Exercises 817,634 PSUs; Shares Withheld
What Happened
Nazar M. Khan, Chief Technology Officer and Director of TERAWULF, converted (exercised) 817,634 performance stock units (PSUs) on May 18, 2026. The PSUs converted into shares at $0.00 exercise price (no cash paid). Of the shares issued, 452,151 were disposed/withheld by the issuer to cover tax withholding under a net settlement, leaving a net delivery of 365,483 shares to Mr. Khan (817,634 converted minus 452,151 withheld). No cash proceeds were reported.
Key Details
- Transaction date: May 18, 2026. Form 4 filed May 20, 2026 (within the usual two-business-day window).
- Conversion: 817,634 PSUs converted to common shares; exercise price reported as $0.00.
- Withholding: 452,151 shares withheld by issuer to satisfy tax obligations (net settlement).
- Net shares received: 365,483 shares (817,634 − 452,151).
- Footnotes: PSUs vested based on achievement of specified performance goals through the third anniversary of Jan 2, 2026 (F1). Withholding was due to the reporting person's election of net settlement (F2). Each PSU equals one share on vest/convert (F7). Several footnotes (F3–F6) note beneficial ownership may be held through trusts/LLCs for which Mr. Khan is trustee/member.
- Shares owned after transaction: not specified in the provided filing details.
Context
- These were performance-based awards that vested and converted into shares rather than an open-market sale or purchase. The withholding of shares to cover taxes is a routine administrative step (reported as a disposition) and does not necessarily signal selling for investment reasons.
- Because the conversion price was $0.00 and no cash changed hands, there were no proceeds to Mr. Khan from this conversion beyond the net shares received.
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]2026-05-18+817,634→ 1,921,743 total - Disposition to Issuer
Common stock, $0.001 par value per share
[F2]2026-05-18−452,151→ 1,469,592 total - Exercise/Conversion
Performance-Based Restricted Stock Units
[F7][F1]2026-05-18−817,634→ 0 total→ Common stock, $0.001 par value per share (817,634 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 (7)
- [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.
Signature
/s/ Nazar M. Khan|2026-05-20