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CleanSpark EVP exercises RSUs, covers taxes with shares

CleanSpark’s EVP and Chief Development Officer exercised RSUs into common stock and delivered shares to cover exercise price or taxes under a Rule 10b5-1 plan.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLEANSPARK, INC. (CLSK) executive Scott Eugene Garrison, EVP and Chief Development Officer, reported a series of equity compensation–related transactions. On September 4, 2026, he exercised Restricted Stock Units to acquire 132,158, 120,333, and 45,125 shares of common stock. To pay exercise price or tax obligations, he delivered or had withheld 20,999 shares on September 4 at a weighted average price of $12.6089 per share, and 58,863 and 53,596 shares on September 8–9 at a weighted average price of $13.3371 per share, in each case as described in the weighted-average price footnotes.

The dispositions were made pursuant to a Rule 10b5-1(c) trading plan adopted on May 13, 2026. Garrison continues to hold employee stock options with exercise prices of $6.00 and $15.69 per share, multiple blocks of unvested Restricted Stock Units, and 120,000 Performance Stock Units under a Long-Term Incentive Plan with vesting tied to stock price and data-center power performance targets.

Positive

  • None.

Negative

  • None.
Insider Garrison Scott Eugene
Role EVP, Chief Development Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock F1, F2 58,863 $13.3371 $785K
Exercise Price or Tax Liability Common Stock F1, F2 53,596 $13.3371 $715K
Exercise Restricted Stock Units F7 132,158 $0.00 $0.00
Exercise Restricted Stock Units F8 120,333 $0.00 $0.00
Exercise Restricted Stock Units F7 45,125 $0.00 $0.00
Exercise Common Stock 132,158 $0.00 $0.00
Exercise Common Stock 45,125 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F1, F3 20,999 $12.6089 $265K
Exercise Common Stock 120,333 $0.00 $0.00
holding Employee Stock Options (Right to Buy) F4 -- -- --
holding Employee Stock Options (Right to Buy) F5 -- -- --
holding Restricted Stock Units F6 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Restricted Stock Units F8 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Restricted Stock Units F9 -- -- --
holding Restricted Stock Units F10 -- -- --
holding Performance Stock Units F11 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 2,404,068 contracts for 1,189,835 underlying shares (Direct); Common Stock — 569,842 shares (Direct); Employee Stock Options (Right to Buy) — 65,139 contracts (Direct); Performance Stock Units — 120,000 contracts (Direct)
Footnotes (11)
  1. F1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
  2. F2. 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.
  3. F3. 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 secutity holder of the Issuer full information regarding the number of shares sold at each separate price.
  4. F4. These Options were granted on July 7, 2023 and vested in equal monthly installments over 36 months.
  5. F5. These Options were granted on May 14, 2021 and vested in equal monthly installments over 36 months.
  6. F6. These RSUs will vest on September 30, 2026.
  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 quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
  10. F10. 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.
  11. F11. 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 120,000 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.
Shares delivered/withheld Sept 4, 2026 20,999 shares at $12.6089 per share (weighted average) Payment of exercise price or tax liability for common stock on September 4, 2026
Shares delivered/withheld Sept 8–9, 2026 (1) 58,863 shares at $13.3371 per share (weighted average) Payment of exercise price or tax liability for common stock over September 8–9, 2026
Shares delivered/withheld Sept 8–9, 2026 (2) 53,596 shares at $13.3371 per share (weighted average) Second block for payment of exercise price or tax liability over September 8–9, 2026
RSUs exercised into common stock 132,158; 120,333; 45,125 shares Three RSU exercises into CleanSpark common stock on September 4, 2026
Employee stock options outstanding 20,139 shares at $6.00; 45,000 shares at $15.69 Directly held options expiring May 14, 2031 and July 6, 2033
Unvested Restricted Stock Units blocks 396,476; 361,000; 225,625; 160,000; 33,350; 13,384 units Multiple direct RSU holdings with zero exercise price and various vesting schedules
Performance Stock Units (LTIP) 120,000 units at $0.00 exercise price PSUs with vesting tied to $18.80 stock-price target and 600–800 MW performance goals
LTIP stock-price target $18.80 per share 20-trading-day average price condition for Long-Term Incentive Plan awards
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 ... vesting of these Long-Term Incentive Plan ("LTIP") awards"
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 equity transactions did CLSK executive Scott Eugene Garrison report?

He exercised Restricted Stock Units on September 4, 2026 to acquire blocks of common stock, then delivered or had withheld additional common shares on September 4 and September 8–9, 2026 to pay exercise price or tax obligations, all as reported on this Form 4.

How many CLSK shares were acquired through RSU exercises in this Form 4?

On September 4, 2026, Scott Eugene Garrison exercised RSUs covering 132,158, 120,333, and 45,125 underlying shares of CleanSpark common stock, for a total of three separate RSU conversions reported in the filing.

How many CLSK shares were delivered or withheld to cover exercise price or taxes?

The Form 4 reports 20,999 shares delivered or withheld on September 4, 2026 at a weighted average price of $12.6089, and 58,863 plus 53,596 shares on September 8–9, 2026 at a weighted average price of $13.3371 per share.

Were the CLSK transactions under a Rule 10b5-1 trading plan?

Yes. A footnote states the reported transactions were made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, and the filing affirms use of such a plan for the reported trades.

What stock options does the CLSK executive still hold after these transactions?

He continues to hold employee stock options over 20,139 underlying shares at an exercise price of $6.00 per share expiring July 6, 2033, and options over 45,000 underlying shares at $15.69 per share expiring May 14, 2031.

What are the key terms of the CLSK Performance Stock Units reported?

The filing shows 120,000 Performance Stock Units with vesting contingent on CleanSpark’s common stock achieving a $18.80 20-trading-day average and on performance goals tied to gross power under leases between 600 MW and 800 MW by dates through March 20, 2029.

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

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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*
Garrison Scott Eugene

(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)
EVP, Chief Development 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 Stock202,392D
Common Stock09/04/2026M132,158A$0334,550D
Common Stock09/08/2026F58,863(1)D$13.3371(2)275,687D
Common Stock09/04/2026M45,125A$0320,812D
Common Stock09/04/2026F20,999(1)D$12.6089(3)300,713D
Common Stock09/04/2026M120,333A$0421,046D
Common Stock09/08/2026F53,596(1)D$13.3371(2)367,450D
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)$6 (4)07/06/2033Common Stock20,13920,139D
Employee Stock Options (Right to Buy)$15.69 (5)05/14/2031Common Stock45,00045,000D
Restricted Stock Units$0 (6) (6)Common Stock33,35033,350D
Restricted Stock Units$0 (7) (7)Common Stock396,476396,476D
Restricted Stock Units$009/04/2026M132,15809/04/2026 (7)Common Stock132,158$0334,550D
Restricted Stock Units$0 (8) (8)Common Stock225,625225,625D
Restricted Stock Units$009/04/2026M120,33309/04/2026 (8)Common Stock120,333$0500,008D
Restricted Stock Units$0 (7) (7)Common Stock361,000361,000D
Restricted Stock Units$009/04/2026M45,12509/04/2026 (7)Common Stock45,125$0379,675D
Restricted Stock Units$0 (9) (9)Common Stock13,38413,384D
Restricted Stock Units$0 (10) (10)Common Stock160,000160,000D
Performance Stock Units$0 (11) (11)Common Stock120,000120,000D
Explanation of Responses:
1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
2. 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.
3. 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 secutity holder of the Issuer full information regarding the number of shares sold at each separate price.
4. These Options were granted on July 7, 2023 and vested in equal monthly installments over 36 months.
5. These Options were granted on May 14, 2021 and vested in equal monthly installments over 36 months.
6. These RSUs will vest on September 30, 2026.
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 quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
10. 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.
11. 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 120,000 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/ Scott E. Garrison09/09/2026
** 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)

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