Form: 4

Statement of changes in beneficial ownership of securities

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Khan Nazar M.
(Last) (First) (Middle)
C/O TERAWULF INC.
9 FEDERAL STREET
(Street)
EASTON MD 21601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, $0.001 par value per share 09/29/2026 M 666,667 A (1) 667,167 D
Common stock, $0.001 par value per share 4,019,787 I By Various Trusts(2)
Common stock, $0.001 par value per share 414,939 I By Yaqeen I Trust(3)
Common stock, $0.001 par value per share 15,125,948(4) I By The Nazar M. Khan Revocable Trust(5)
Common stock, $0.001 par value per share 7,935,686 I By Lake Harriet Holdings LLC(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (7) 09/29/2026 M 666,667 (8) (8) Common stock, $0.001 par value per share 666,667 (8) 1,333,333 D
Explanation of Responses:
1. The Reporting Person received restricted stock units which vested in accordance with their terms, as amended in the manner described below in Footnote 8 of this Form 4, on September 29, 2026, subject to the Reporting Person's continued employment or service with TeraWulf Inc. (the "Issuer") through such date.
2. By various trusts. The Reporting Person may be deemed to beneficially own the shares of the Issuer's common stock, $0.001 par value per share ("Common Stock") held by such trusts. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
3. By Yaqeen I Trust. The Reporting Person may be deemed to beneficially own the shares of Common Stock held by Yaqeen I Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of the shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of Common Stock for purposes of Section 16 of the Exchange Act, or for any other purpose.
4. Reflects prior transfers of (i) 1,469,092 shares of the Issuer's Common Stock from the Reporting Person's direct holdings to the Khan Revocable Trust (as defined below) on August 11, 2026 and (ii) 666,667 shares of the Issuer's Common Stock from the Khan Revocable Trust to Lake Harriet Holdings (as defined below) on September 16, 2026, in each case that were exempt pursuant to Rule 16a-13 under the Exchange Act.
5. 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 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.
6. 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 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 Lake Harriet Holdings.
7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
8. The restricted stock units were scheduled to vest upon the first anniversary of August 1, 2025, subject to the Reporting Person's continued employment or service with the Issuer through such date. On July 31, 2026, the Reporting Person and the Issuer mutually agreed to defer vesting of the initial tranche of restricted stock units until September 29, 2026, subject to the Reporting Person's continued employment or service with the Issuer through such date. The remaining restricted stock units will vest ratably upon the second and third anniversaries of August 1, 2025, respectively, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
Remarks:
/s/ Nazar M. Khan 09/29/2026
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.