STOCK TITAN

CleanSpark officer exercises 153,653 RSU shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLEANSPARK, INC. (CLSK) reported insider equity activity by Chief Accounting Officer Brian Jay Carson. On September 4, 2026, he exercised restricted stock units into 153,653 shares of common stock and had shares delivered or withheld to cover exercise price or tax liabilities. Between September 4 and September 9, a total of 60,463 shares of common stock were delivered or withheld for this purpose at weighted-average prices of $12.6089 and $13.3371, respectively, pursuant to a Rule 10b5-1(c) trading plan adopted on May 13, 2026. Carson continues to hold stock options, RSUs, and performance-based awards linked to CLEANSPARK common stock.

Positive

  • None.

Negative

  • None.
Insider Carson Brian Jay
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock F1, F3 36,836 $13.3371 $491K
Exercise Price or Tax Liability Common Stock F1, F3 17,183 $13.3371 $229K
Exercise Restricted Stock Units F7 93,612 $0.00 $0.00
Exercise Restricted Stock Units F8 16,375 $0.00 $0.00
Exercise Restricted Stock Units F7 43,666 $0.00 $0.00
Exercise Common Stock 93,612 $0.00 $0.00
Exercise Common Stock 16,375 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F1, F4 6,444 $12.6089 $81K
Exercise Common Stock 43,666 $0.00 $0.00
holding Employee Stock Options (Right to Buy) F2 -- -- --
holding Employee Stock Options (Right to Buy) F5 -- -- --
holding Employee Stock Options (Right to Buy) F6 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Restricted Stock Units F8 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Restricted Stock Units F9 -- -- --
holding Performance Stock Units F10 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 933,771 contracts for 593,712 underlying shares (Direct); Common Stock — 187,832 shares (Direct); Employee Stock Options (Right to Buy) — 27,500 contracts (Direct); Performance Stock Units — 75,000 contracts (Direct)
Footnotes (10)
  1. F1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
  2. F2. These Options were granted on October 14, 2022 and vest in equal monthly installments over 36 months.
  3. F3. This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate date and price.
  4. F4. This is a weighted average of prices for all sales made on September 4, 2026 ranging from $12.5601 to $12.6700. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
  5. F5. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.
  6. F6. These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.
  7. F7. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
  8. F8. These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027,February 13, 2028, and September 4, 2028.
  9. F9. These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
  10. F10. Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 75,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029.
RSUs exercised into common stock 153,653 shares Restricted Stock Units converted on September 4, 2026
Shares delivered or withheld for exercise price or tax liability 60,463 shares Code F transactions on September 4 and September 8–9, 2026
Weighted-average price for September 8–9 exercise-price-or-tax-liability dispositions $13.3371 per share Common stock delivered or withheld over September 8–9, 2026
Weighted-average price for September 4 exercise-price-or-tax-liability disposition $12.6089 per share Common stock delivered or withheld on September 4, 2026
Stock option strike prices and expirations $2.83 (12,500 sh, 2032-10-14); $6.00 (10,000 sh, 2033-07-06); $16.15 (5,000 sh, 2034-05-03) Employee Stock Options held after the reported transactions
Outstanding RSU holdings 280,837; 81,875; 131,000; 100,000 underlying shares Restricted Stock Units convertible into CLEANSPARK common stock
Performance Stock Units 75,000 underlying shares PSUs under Long-Term Incentive Plan tied to stock price and power metrics
LTIP stock price performance trigger $18.80 per share 20-trading-day average target for certain LTIP awards before March 20, 2027
Rule 10b5-1(c) plan regulatory
"This transaction was made pursuant to a Rule 10b5-1(c) plan adopted"
Restricted Stock Units financial
"These RSUs vest in equal annual installments over three years"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Performance Stock Units underlying 75,000 shares of common stock"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Long-Term Incentive Plan ("LTIP") financial
"Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent"
gross power under leases technical
"performance goals tied to gross power under leases to customers for data centers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CLEANSPARK (CLSK) report for Brian Jay Carson?

CLEANSPARK reported that Brian Jay Carson exercised 153,653 RSUs into common stock on September 4, 2026 and had a total of 60,463 shares of common stock delivered or withheld to pay exercise price or tax liabilities, based on weighted-average prices disclosed in the filing.

Were the CLSK insider share dispositions made under a Rule 10b5-1 plan?

Yes. A footnote states these transactions were made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, meaning the dispositions of shares to cover exercise price or tax liabilities followed a pre-arranged trading plan.

How many CLSK shares were withheld for taxes or exercise price in this filing?

The filing shows 60,463 shares of CLEANSPARK common stock were delivered or withheld to pay exercise price or tax liabilities, including 6,444 shares on September 4, 2026 at a weighted-average price of $12.6089 and additional shares on September 8–9, 2026 at $13.3371.

What stock options does the CLEANSPARK (CLSK) officer still hold after these transactions?

Carson continues to hold employee stock options for CLEANSPARK common stock covering 12,500 shares at $2.83 expiring October 14, 2032, 10,000 shares at $6.00 expiring July 6, 2033, and 5,000 shares at $16.15 expiring May 3, 2034.

What RSU and PSU awards tied to CLSK common stock remain outstanding for this officer?

The derivative holdings table shows remaining awards including RSUs over 280,837, 81,875, 131,000, and 100,000 underlying shares and 75,000 Performance Stock Units, all convertible into CLEANSPARK common stock upon vesting and performance conditions.

What are the performance conditions for the CLEANSPARK (CLSK) Long-Term Incentive Plan awards?

A footnote explains certain LTIP awards vest if CLEANSPARK common stock reaches a $18.80 20-trading-day average and if gross power under leases to customers reaches between 600 MW (threshold) and 800 MW (maximum) during the performance period ending March 20, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
Carson Brian Jay

(Last)(First)(Middle)
10624 S. EASTERN AVE.
SUITE A-638

(Street)
HENDERSON NEVADA 89052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CLEANSPARK, INC. [ CLSK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock47,321D
Common Stock09/04/2026M93,612A$0140,933D
Common Stock09/08/2026F36,836(1)D$13.3371(3)104,097D
Common Stock09/04/2026M16,375A$0120,472D
Common Stock09/04/2026F6,444(1)D$12.6089(4)114,028D
Common Stock09/04/2026M43,666A$0157,694D
Common Stock09/08/2026F17,183(1)D$13.3371(3)140,511D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options (Right to Buy)$2.83 (2)10/14/2032Common Stock12,50012,500D
Employee Stock Options (Right to Buy)$6 (5)07/06/2033Common Stock10,00010,000D
Employee Stock Options (Right to Buy)$16.15 (6)05/03/2034Common Stock5,0005,000D
Restricted Stock Units$0 (7) (7)Common Stock280,837280,837D
Restricted Stock Units$009/04/2026M93,61209/04/2026 (7)Common Stock93,612$0187,225D
Restricted Stock Units$0 (8) (8)Common Stock81,87581,875D
Restricted Stock Units$009/04/2026M16,37509/04/2026 (8)Common Stock16,375$065,500D
Restricted Stock Units$0 (7) (7)Common Stock131,000131,000D
Restricted Stock Units$009/04/2026M43,66609/04/2026 (7)Common Stock43,666$087,334D
Restricted Stock Units$0 (9) (9)Common Stock100,000100,000D
Performance Stock Units$0 (10) (10)Common Stock75,00075,000D
Explanation of Responses:
1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
2. These Options were granted on October 14, 2022 and vest in equal monthly installments over 36 months.
3. This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate date and price.
4. This is a weighted average of prices for all sales made on September 4, 2026 ranging from $12.5601 to $12.6700. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
5. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.
6. These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.
7. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
8. These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027,February 13, 2028, and September 4, 2028.
9. These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
10. Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 75,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029.
/s/ Brian J. Carson09/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Keep reading