CleanSpark (NASDAQ: CLSK) CEO granted RSUs and performance stock units

Rhea-AI Filing Summary

CLEANSPARK, INC. CEO and Chairman S. Matthew Schultz reported new equity compensation awards. He received a grant of 640,000 Restricted Stock Units and two grants of Performance Stock Units covering 480,000 and 1,816,000 underlying shares of common stock, all at a stated price of $0.00 per unit as compensation, not open-market purchases.

The RSUs vest over multiple years, including equal annual installments on March 20, 2027, March 20, 2028, and March 20, 2029, conditioned on continued employment. The performance awards vest only if share-price and operational targets are met, such as a common stock market price of at least $18.80 based on a 20‑trading‑day average by March 20, 2027, or higher targets up to $94 per share before September 30, 2030, along with power-capacity goals.

Following these awards, Schultz also holds employee stock options exercisable for 400,000 common shares at an exercise price of $23.00 per share expiring in 2031, various existing RSU positions, and direct and indirect common stock holdings including shares held by an irrevocable trust and his spouse.

Insider Trade Summary

12 transactions reported

Mixed 12 txns

Insider Schultz S. Matthew

Role CEO & Chairman

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	640,000	$0.00	--
Grant/Award	Performance Stock Units	480,000	$0.00	--
Grant/Award	Performance Stock Units	1,816,000	$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	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Series A Preferred	--	--	--

Holdings After Transaction: Restricted Stock Units — 640,000 shares (Direct); Performance Stock Units — 480,000 shares (Direct); Employee Stock Options (Right to Buy) — 400,000 shares (Direct); Common Stock — 2,455,145 shares (Direct); Common Stock — 480,000 shares (Indirect, By S M Schultz Irrevocable Trust); Series A Preferred — 500,000 shares (Direct)

Footnotes (1)

1. These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months. 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 February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. These RSUs vest in equal quarterly installments on 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. 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 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. 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.

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
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).

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^*

Schultz S. Matthew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

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								2,455,145	D
Common Stock								480,000	I	By S M Schultz Irrevocable Trust
Common Stock								40,996	I	By Spouse
Series A Preferred								500,000	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)	$23							(1)	04/16/2031	Common Stock	400,000		400,000	D
Restricted Stock Units	$0							(2)	(2)	Common Stock	627,753		627,753	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	1,080,625		1,080,625	D
Restricted Stock Units	$0							(2)	(2)	Common Stock	1,729,000		1,729,000	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	143,673		143,673	D
Restricted Stock Units	$0	03/20/2026		A		640,000		(5)	(5)	Common Stock	640,000	$0	640,000	D
Performance Stock Units	$0	03/20/2026		A		480,000		(6)	(6)	Common Stock	480,000	$0	480,000	D
Performance Stock Units	$0	03/20/2026		A		1,816,000		(7)	(7)	Common Stock	1,816,000	$0	1,816,000	D

Explanation of Responses:

1. These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months.

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

3. These RSUs vest 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.

4. These RSUs vest in equal quarterly installments on 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.

5. 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.

6. 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.

7. 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.

	/s/ S. Matthew Schultz	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 did CLEANSPARK (CLSK) disclose about CEO S. Matthew Schultz’s new equity awards?

CLEANSPARK reported that CEO S. Matthew Schultz received 640,000 Restricted Stock Units and Performance Stock Units covering 480,000 and 1,816,000 common shares. These are compensation grants, not market purchases, with multi‑year vesting and performance conditions tied to stock price and operating metrics.

Are the new CLEANSPARK (CLSK) CEO awards time-based or performance-based?

The awards include both time-based and performance-based components. Certain RSUs vest in equal annual installments through March 20, 2029, subject to continued employment, while Long-Term Incentive Plan and Strategic Transformation Performance Awards vest only if specified share‑price and power-capacity performance targets are achieved within defined periods.

What performance goals apply to CLEANSPARK (CLSK) Long-Term Incentive Plan awards?

The Long-Term Incentive Plan awards require CLEANSPARK common stock to reach at least $18.80 based on a 20‑trading‑day average by March 20, 2027. Additional awards are tied to gross power under leases for data centers, with threshold performance at 600 MW and maximum payout at 800 MW, subject to continued employment.

What performance targets govern CLEANSPARK (CLSK) Strategic Transformation Performance Awards?

Strategic Transformation Performance Awards can vest based on CLEANSPARK’s stock achieving target prices between $47 and $94 per share, measured on a 20‑day average before September 30, 2030. Separate awards reference power under leases to customers for data centers that are ready for service, with thresholds up to 2.5 GW.

What stock options for CLEANSPARK (CLSK) does CEO S. Matthew Schultz hold after these awards?

Schultz holds employee stock options giving the right to buy 400,000 CLEANSPARK common shares at an exercise price of $23.00 per share, expiring April 16, 2031. These options were originally granted in 2021 and vested in equal monthly installments over 36 months, according to the disclosure.

How much CLEANSPARK (CLSK) common stock does the CEO hold indirectly?

Indirect holdings reported include 480,000 CLEANSPARK common shares held by the S M Schultz Irrevocable Trust and 40,996 shares held by his spouse. These positions are disclosed as indirect ownership interests separate from his direct holdings of common stock and equity awards.