STOCK TITAN

CleanSpark (CLSK) EVP exercises RSUs, reports 1,192-share 10b5-1 tax withholding

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLEANSPARK, INC. EVP and Chief Development Officer Scott Eugene Garrison reported equity transactions involving company stock. On August 13, 2026, he exercised 2,676 Restricted Stock Units, receiving an equal number of common shares. On August 14, 2026, 1,192 common shares at $11.51 per share were delivered or withheld to pay exercise price or tax liability pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. He continues to hold significant awards, including employee stock options over 20,139 shares at $6.00 expiring July 6, 2033, and 45,000 shares at $15.69 expiring May 14, 2031, plus large blocks of RSUs and 120,000 Performance Stock Units subject to future vesting and performance conditions.

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 1,192 $11.51 $14K
Exercise Restricted Stock Units F7 2,676 $0.00 $0.00
Exercise Common Stock 2,676 $0.00 $0.00
holding Employee Stock Options (Right to Buy) F2 -- -- --
holding Employee Stock Options (Right to Buy) F3 -- -- --
holding Restricted Stock Units F4 -- -- --
holding Restricted Stock Units F5 -- -- --
holding Restricted Stock Units F6 -- -- --
holding Restricted Stock Units F5 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Restricted Stock Units F8 -- -- --
holding Performance Stock Units F9 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,205,895 shares (Direct); Common Stock — 403,300 shares (Direct); Employee Stock Options (Right to Buy) — 65,139 shares (Direct); Performance Stock Units — 120,000 shares (Direct)
Footnotes (9)
  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 July 7, 2023 and vested in equal monthly installments over 36 months.
  3. F3. These Options were granted on May 14, 2021 and vested in equal monthly installments over 36 months.
  4. F4. These RSUs will vest on September 30, 2026.
  5. F5. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
  6. F6. 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.
  7. F7. These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
  8. F8. 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.
  9. F9. 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 withheld for tax/exercise 1,192 shares Common stock delivered or withheld at $11.51 per share for exercise price or tax liability
Withholding price per share $11.51 Price per share for 1,192 common shares delivered or withheld on August 14, 2026
RSUs converted to common 2,676 units Restricted Stock Units exercised and converted into 2,676 common shares on August 13, 2026
Employee stock options @ $6.00 20,139 underlying shares Options with $6.00 exercise price expiring July 6, 2033
Employee stock options @ $15.69 45,000 underlying shares Options with $15.69 exercise price expiring May 14, 2031
Largest RSU grant reported 396,476 underlying shares Restricted Stock Units over 396,476 underlying common shares, vesting annually 2026–2028
Performance Stock Units 120,000 underlying shares LTIP awards contingent on stock price and power-based performance goals through March 20, 2027
Rule 10b5-1(c) plan financial
"This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026"
Restricted Stock Units financial
"These RSUs will vest on September 30, 2026"
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 120,000 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") awards financial
"Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent"
exercise price financial
"Payment of exercise price or tax liability by delivering or withholding securities"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

What insider transactions did CLEANSPARK (CLSK) EVP Scott Garrison report?

Scott Garrison reported exercising 2,676 RSUs into common stock on August 13, 2026, and a related withholding of 1,192 common shares on August 14, 2026, to pay exercise price or tax liability under a Rule 10b5-1(c) trading plan.

How many CLEANSPARK (CLSK) shares were withheld for taxes or exercise costs?

A total of 1,192 common shares were delivered or withheld at $11.51 per share to satisfy exercise price or tax liability. This transaction was executed pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.

What RSU activity did CLEANSPARK (CLSK) disclose for Scott Garrison?

On August 13, 2026, 2,676 Restricted Stock Units were converted into 2,676 common shares. Garrison also holds multiple RSU grants, including 396,476, 361,000, and other RSU blocks that vest on specified dates through 2029.

What stock options does CLEANSPARK (CLSK) EVP Scott Garrison still hold?

Garrison holds employee stock options over 20,139 shares of common stock at an exercise price of $6.00 expiring July 6, 2033, and options over 45,000 shares at $15.69 expiring May 14, 2031, all reported as directly owned.

What performance-based awards were reported for CLEANSPARK (CLSK) EVP Scott Garrison?

He holds 120,000 Performance Stock Units under a Long-Term Incentive Plan. Vesting depends on $18.80 stock-price performance and additional gross power performance goals measured through March 20, 2027, with vesting scheduled for March 20, 2029, subject to continued employment.

Was the CLEANSPARK (CLSK) insider transaction under a Rule 10b5-1 plan?

Yes. The filing states the 1,192-share withholding transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, indicating it followed a pre-arranged trading plan rather than discretionary timing.

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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*
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)
08/13/2026
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 Stock200,908D
Common Stock08/13/2026M2,676A$0203,584D
Common Stock08/14/2026F1,192(1)D$11.51202,392D
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 (2)07/06/2033Common Stock20,13920,139D
Employee Stock Options (Right to Buy)$15.69 (3)05/14/2031Common Stock45,00045,000D
Restricted Stock Units$0 (4) (4)Common Stock33,35033,350D
Restricted Stock Units$0 (5) (5)Common Stock396,476396,476D
Restricted Stock Units$0 (6) (6)Common Stock225,625225,625D
Restricted Stock Units$0 (5) (5)Common Stock361,000361,000D
Restricted Stock Units$0 (7) (7)Common Stock16,06016,060D
Restricted Stock Units$008/13/2026M2,67608/13/2026 (7)Common Stock2,676$013,384D
Restricted Stock Units$0 (8) (8)Common Stock160,000160,000D
Performance Stock Units$0 (9) (9)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. These Options were granted on July 7, 2023 and vested 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 will vest on September 30, 2026.
5. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
6. 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.
7. These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
8. 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.
9. 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. Garrison08/14/2026
** 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)