Khan Nazar M. 4

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.