CleanSpark (NASDAQ: CLSK) CFO awarded RSUs and performance stock units

Rhea-AI Filing Summary

Vecchiarelli Gary Anthony reported acquisition or exercise transactions in this Form 4 filing.

CLEANSPARK, INC. President and CFO Gary Anthony Vecchiarelli reported equity compensation awards rather than open-market trades. He received 1,202,500 Performance Stock Units, 400,000 Restricted Stock Units, and an additional 300,000 Performance Stock Units, each tied to future vesting.

The new RSUs vest in equal annual installments on March 20, 2027, 2028, and 2029, subject to continued employment. Certain LTIP performance awards require the common stock to reach at least $18.80 on a 20-trading-day average by March 20, 2027, with final vesting on March 20, 2029 if employment continues.

Strategic Transformation Performance Awards can vest based on stock price targets between $47 and $94 per share or power-capacity milestones measured in MW and GW before September 30, 2030, again conditioned on Vecchiarelli remaining employed. The filing also reports existing common stock held directly and 600,000 shares held indirectly through a qualified annuity trust.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Vecchiarelli Gary Anthony

Role President, CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	400,000	$0.00	--
Grant/Award	Performance Stock Units	300,000	$0.00	--
Grant/Award	Performance Stock Units	1,202,500	$0.00	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 400,000 shares (Direct); Performance Stock Units — 300,000 shares (Direct); Common Stock — 62,171 shares (Direct); Common Stock — 600,000 shares (Indirect, by Vecchiarelli 2026 Qualified Annuity Trust)

Footnotes (1)

1. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. 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. These RSUs vest in equal quarterly installments on May 13, 2026, August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. 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. 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 300,000 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. 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 1,202,500 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

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^*

Vecchiarelli Gary Anthony

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								62,171	D
Common Stock								600,000	I	by Vecchiarelli 2026 Qualified Annuity Trust

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
Restricted Stock Units	$0							(1)	(1)	Common Stock	429,515		429,515	D
Restricted Stock Units	$0							(1)	(1)	Common Stock	557,000		557,000	D
Restricted Stock Units	$0							(2)	(2)	Common Stock	348,125		348,125	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	11,242		11,242	D
Restricted Stock Units	$0	03/20/2026		A		400,000		(4)	(4)	Common Stock	400,000	$0	400,000	D
Performance Stock Units	$0	03/20/2026		A		300,000		(5)	(5)	Common Stock	300,000	$0	300,000	D
Performance Stock Units	$0	03/20/2026		A		1,202,500		(6)	(6)	Common Stock	1,202,500	$0	1,202,500	D

Explanation of Responses:

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

2. 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.

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

4. 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.

5. 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 300,000 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.

6. 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 1,202,500 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.

	/s/ Gary A. Vecchiarelli	03/24/2026
	** 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).
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)

FAQ

What insider equity awards did CLEANSPARK (CLSK) report for Gary Vecchiarelli?

CLEANSPARK reported new stock-based awards for President and CFO Gary Vecchiarelli, including 1,202,500 Performance Stock Units, 400,000 Restricted Stock Units, and 300,000 additional Performance Stock Units. These awards are compensation grants, not open-market share purchases or sales.

How do Gary Vecchiarelli’s new CLEANSPARK RSU awards vest?

The newly reported Restricted Stock Units vest in equal annual installments on March 20, 2027, March 20, 2028, and March 20, 2029. Vesting is conditioned on Vecchiarelli’s continued employment or service with CleanSpark through each scheduled vesting date.

What performance conditions apply to CLEANSPARK’s LTIP awards for its CFO?

Certain LTIP awards vest only if CleanSpark’s common stock achieves at least $18.80 on a 20-trading-day average by March 20, 2027, with vesting on March 20, 2029, and require Vecchiarelli to remain employed through that vesting date.

What are CLEANSPARK’s Strategic Transformation Performance Awards (STPA) terms?

STPA awards can vest if the stock reaches price targets between $47 and $94 per share or if specified power-capacity goals up to 2.5 GW are achieved before September 30, 2030, subject to Vecchiarelli remaining employed on that date.

Does Gary Vecchiarelli hold CLEANSPARK shares indirectly through a trust?

Yes. The Form 4 shows 600,000 shares of CleanSpark common stock held indirectly by the “Vecchiarelli 2026 Qualified Annuity Trust,” in addition to shares and units held directly by Vecchiarelli as reported in the filing.

Are these CLEANSPARK Form 4 entries open-market buys or sales?

No. The filing shows grant and holding entries, not open-market trades. Transactions coded as “A” represent grants or awards of Performance Stock Units and Restricted Stock Units, with no reported open-market buying or selling of CleanSpark common stock.