CleanSpark CEO exercises RSUs, covers tax with shares
Rhea-AI Filing Summary
CLEANSPARK, INC. CEO and Chairman S. Matthew Schultz reported routine equity compensation activity. On May 13, 2026, he exercised restricted stock units to acquire 20,525 shares of common stock, increasing his direct holdings.
On May 14, 2026, 9,031 shares of common stock were disposed of at a weighted-average price of $13.9807 per share to satisfy tax obligations, a Form 4 "F" code tax-withholding transaction rather than an open-market sell decision. After these transactions, he directly held 2,466,639 common shares, alongside additional indirect holdings and sizeable outstanding performance and restricted stock unit awards, plus 400,000 stock options exercisable at $23.00 per share expiring on April 16, 2031.
Positive
- None.
Negative
- None.
Insider Trade Summary
20,525 shares exercised/converted
Exercise
15 txns
Insider
Schultz S. Matthew
Role
CEO & Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock | 9,031 | $13.9807 | $126K |
| Exercise | Restricted Stock Units | 20,525 | $0.00 | $0.00 |
| Exercise | Common Stock | 20,525 | $0.00 | $0.00 |
| holding | Employee Stock Options (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Series A Preferred | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 4,344,199 contracts for 4,221,051 underlying shares (Direct);
Common Stock — 4,921,784 shares (Direct);
Employee Stock Options (Right to Buy) — 400,000 contracts (Direct);
Performance Stock Units — 2,296,000 contracts (Direct);
Common Stock — 480,000 shares (Indirect, By S M Schultz Irrevocable Trust);
Common Stock — 40,996 shares (Indirect, By Spouse);
Series A Preferred — 500,000 shares (Direct)
Footnotes (8)
- F1. This is a weighted average of prices for all sales made on May 14, 2026, ranging from $13.9700 to $13.9850. 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.
- F2. These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months.
- F3. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- F4. 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.
- F5. These RSUs vest in equal quarterly installments on August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- F6. 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.
- F7. 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 480,000 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.
- F8. The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,816,000 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030.
Key Figures
RSUs exercised: 20,525 shares
Tax-withholding shares: 9,031 shares
Direct common shares held: 2,466,639 shares
+5 more
8 metrics
RSUs exercised
20,525 shares
Restricted Stock Units converted to common stock on May 13, 2026
Tax-withholding shares
9,031 shares
Common stock disposed at $13.9807 per share on May 14, 2026
Direct common shares held
2,466,639 shares
Direct CLEANSPARK common stock holdings after reported transactions
Indirect shares by spouse
40,996 shares
Common stock held indirectly through spouse as of May 13, 2026
Indirect trust shares
480,000 shares
Common stock held indirectly by S M Schultz Irrevocable Trust
Employee stock options
400,000 shares at $23.00
Options on common stock expiring April 16, 2031
Performance stock units
1,816,000 underlying shares
LTIP awards tied to power-based performance goals before March 20, 2027
Strategic performance awards
Target $47–$94 share prices
STPA vesting conditions before September 30, 2030
Key Terms
Restricted Stock Units, Performance Stock Units, Long-Term Incentive Plan ("LTIP") awards, Strategic Transformation Performance Awards ("STPA"), +2 more
6 terms
Restricted Stock Units financial
"These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028."
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
"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..."
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") awards financial
"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..."
Strategic Transformation Performance Awards ("STPA") financial
"The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest..."
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Employee Stock Options (Right to Buy) financial
"Employee Stock Options (Right to Buy) ... exercise price 23.0000 ... expiration date 2031-04-16"
FAQ
What did CLEANSPARK (CLSK) CEO S. Matthew Schultz report in this Form 4?
He reported routine compensation-related transactions, including exercising 20,525 restricted stock units into common shares and a tax-withholding disposition of 9,031 shares. These actions adjust his equity position but do not represent a discretionary open-market stock sale.
What restricted stock unit activity did CLEANSPARK (CLSK) disclose for its CEO?
On May 13, 2026, 20,525 restricted stock units converted into an equal number of CLEANSPARK common shares. Remaining RSU balances continue to vest over future dates, with several awards structured in annual, semiannual, or quarterly installments based on continued employment.
What performance-based equity awards does the CLEANSPARK (CLSK) CEO hold?
He holds performance stock units and strategic performance awards tied to stock price and power-capacity goals. Examples include LTIP awards contingent on a $18.80 stock-price target and data-center power metrics, and STPA awards linked to share-price targets up to $94 before September 30, 2030.
What stock options does the CLEANSPARK (CLSK) CEO retain after this Form 4?
He retains employee stock options covering 400,000 shares of CLEANSPARK common stock with a $23.00 exercise price per share. These options were granted on April 16, 2021, vest monthly over 36 months, and are scheduled to expire on April 16, 2031.
AI-generated analysis. How Rhea-AI works. Not financial advice.
