[Form 4] CLEANSPARK, INC. Insider Trading Activity

Rhea-AI Filing Summary

Scott E. Garrison, Executive Vice President and Chief Development Officer of CleanSpark, Inc. (CLSK), reported multiple equity transactions dated 09/30/2025 on a Form 4. The filing shows a reported disposition of 152,932 shares of common stock, an acquisition of 33,350 shares through RSU settlement at $0, and 14,854 shares withheld to cover tax obligations on RSU vesting. The Form 4 also lists outstanding derivative holdings: employee stock options exercisable for 20,139 and 45,000 common shares (at $6 and $15.69 exercise prices respectively) and multiple restricted stock unit (RSU) balances totaling several tranche amounts including 66,700, 396,476, 270,750, and 361,000 shares with specified vesting schedules. The filing includes explanations that certain RSUs vested partially on 09/30/2025 and others vest over specified future dates, and that withheld shares were used to satisfy tax liabilities.

Positive

• RSU settlement reported for 33,350 shares at $0, indicating planned compensation vesting
• Detailed vesting schedules and option strike prices are provided, improving transparency on future dilution timing

Negative

• Disposition of 152,932 common shares reported on 09/30/2025 which increases insider selling activity
• 14,854 shares withheld to cover taxes reduced net shares received from RSU vesting

Insights

Financial Analyst

TL;DR Insider reported stock dispositions and RSU vesting with tax withholding; holdings include options and large RSU grants.

The Form 4 discloses a sizeable disposition of 152,932 common shares alongside an RSU settlement of 33,350 shares and 14,854 shares withheld for taxes on 09/30/2025. Derivative positions include employee options exercisable for 20,139 and 45,000 shares and multiple RSU tranches totaling several hundred thousand shares with staggered vesting dates. These transactions appear to reflect routine compensation vesting and tax withholding rather than open-market purchases or sales for cash proceeds. The itemized vesting schedules and option strike prices provide clear detail on future potential dilution timing but the filing alone does not quantify percentage ownership or immediate market impact.

Corporate Governance Expert

TL;DR Filing documents standard executive compensation vesting, tax withholding, and a large share disposition on a single date.

The disclosure identifies Scott E. Garrison as an officer and reports multiple equity events tied to RSU vesting and option grants. The explanation clarifies that shares were withheld to cover tax liabilities and lists vesting schedules for outstanding RSUs and options. From a governance perspective, the form follows Section 16 reporting requirements and provides transparent schedules for future vesting which is useful for assessing potential insider-driven share supply. The filing does not state motivations for the disposition or whether sales were pre-arranged, so no governance concern beyond standard executive compensation documentation can be inferred from the form itself.

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).

1. Name and Address of Reporting Person^*

Garrison Scott Eugene

(Last) (First) (Middle)

10624 S. EASTERN AVE.

SUITE A-638

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEANSPARK, INC. [ CLSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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								152,932	D
Common Stock	09/30/2025		M		33,350	A	$0	186,282	D
Common Stock	09/30/2025		F		14,854	D	$0(1)	171,428	D

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
Employee Stock Options (Right to Buy)	$6							(2)	07/06/2033	Common Stock	20,139		20,139	D
Employee Stock Options (Right to Buy)	$15.69							(3)	05/14/2031	Common Stock	45,000		45,000	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	66,700		66,700	D
Restricted Stock Units	$0	09/30/2025		M			33,350	09/30/2025	(4)	Common Stock	33,350	$0	33,350	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	24,090		24,090	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	396,476		396,476	D
Restricted Stock Units	$0							(7)	(7)	Common Stock	270,750		270,750	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	361,000		361,000	D

Explanation of Responses:

1. These shares were withheld to cover the Reporting Person's tax liability on an RSU vesting. No sale occurred.

2. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.

3. These Options were granted on May 14, 2021 and vested in equal monthly installments over 36 months.

4. These RSUs vested 50% on September 30, 2025, and the remaining 50% will vest on September 30, 2026.

5. These RSUs vest in equal quarterly installments on December 3, 2025, February 13, 2026, May 13, 2026, August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027 and December 3, 2027.

6. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.

7. These RSUs vested 25% on September 9, 2025; the remaining 75% vests in equal semiannual installments over three years on February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028.

	/s/ Scott E. Garrison	09/30/2025
	** 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).
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FAQ

What transactions did CleanSpark (CLSK) insider Scott E. Garrison report on 09/30/2025?

The Form 4 reports a disposition of 152,932 common shares, an acquisition/settlement of 33,350 shares via RSUs at $0, and 14,854 shares withheld for tax purposes.

Did the filing show any option grants or outstanding exercisable options for Scott E. Garrison?

Yes. The filing lists employee stock options exercisable for 20,139 shares at a $6 exercise price and 45,000 shares at a $15.69 exercise price, both reported as held following the transactions.

Are there material RSU balances and what are their vesting characteristics?

The Form 4 discloses multiple RSU balances including 66,700, 396,476, 270,750, and 361,000 shares with various vesting schedules, some partially vested on 09/30/2025 and others vesting over months or years as specified in the filing.

Were any shares withheld to cover tax liabilities for the RSU vesting?

Yes. The filing explicitly states that 14,854 shares were withheld

Does the Form 4 indicate whether transactions were part of a pre-arranged sale plan?

The Form 4 does not state that the transactions were made under a pre-arranged sale plan; it only documents the amounts disposed, acquired, and withheld with explanations tied to RSU vesting.