Cleanspark CAO reports RSU conversion, share disposal

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Rhea-AI Filing Summary

CLEANSPARK, INC. Chief Accounting Officer Brian Jay Carson reported equity compensation activity and related share dispositions. On February 13, 2026, he acquired 16,375 shares of common stock through the exercise and conversion of restricted stock units at an exercise price of $0.00 per share, increasing his direct common stock holdings to 53,765 shares.

On February 18, 2026, 6,444 shares of common stock were disposed of in a tax-withholding transaction at a weighted average price of $9.2534 per share, leaving him with 47,321 shares of common stock held directly. Footnotes show that his option and restricted stock unit awards vest in monthly or annual installments through 2028.

Insider Trade Summary

16,375 shares exercised/converted

Exercise 10 txns

Insider Carson Brian Jay

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	6,444	$9.2534	$60K
Exercise	Restricted Stock Units	16,375	$0.00	$0.00
Exercise	Common Stock	16,375	$0.00	$0.00
holding	Employee Stock Options (Right to Buy)	--	--	--
holding	Employee Stock Options (Right to Buy)	--	--	--
holding	Employee Stock Options (Right to Buy)	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 591,962 contracts for 510,087 underlying shares (Direct); Common Stock — 84,711 shares (Direct); Employee Stock Options (Right to Buy) — 27,500 contracts (Direct)

Footnotes (6)

F1. This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.0901 to $9.4101. 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 October 14, 2022 and vest in equal monthly installments over 36 months.
F3. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.
F4. These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.
F5. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
F6. These RSUs vest 25% on September 9, 2025; the remaining 75% vests 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.

FAQ

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What did CLEANSPARK (CLSK) CAO Brian Jay Carson report on this Form 4?

Brian Jay Carson reported equity compensation activity involving restricted stock units and common shares. He exercised RSUs into 16,375 common shares and recorded a tax-related disposition of 6,444 shares, updating his direct ownership position in CLEANSPARK common stock.

How many CLEANSPARK (CLSK) shares did the CAO acquire and dispose of?

Carson acquired 16,375 shares of CLEANSPARK common stock on February 13, 2026 through conversion of restricted stock units. He then disposed of 6,444 common shares on February 18, 2026 in a tax-withholding transaction, as reflected in his updated direct ownership totals.

At what price were CLEANSPARK (CLSK) shares disposed of in the tax-withholding transaction?

The 6,444 CLEANSPARK common shares were disposed of at a weighted average price of $9.2534 per share. A footnote explains this average reflects multiple sale prices between $9.0901 and $9.4101 on February 18, 2026, with full breakdowns available upon request.

What is Brian Jay Carson’s CLEANSPARK (CLSK) common stock holding after these transactions?

Following the February 18, 2026 tax-withholding disposition, Carson directly holds 47,321 shares of CLEANSPARK common stock. This reflects the prior 16,375-share acquisition via restricted stock unit conversion and the subsequent 6,444-share tax-related share disposition.

How do the restricted stock units in this CLEANSPARK (CLSK) Form 4 vest?

Footnotes state certain restricted stock units vest in equal annual installments on September 4, 2026, 2027, and 2028. Another award vests 25% on September 9, 2025, with the remaining 75% vesting in equal semiannual installments from February 13, 2026 through September 4, 2028.

What does the Form 4 reveal about CLEANSPARK (CLSK) stock options held by the CAO?

The filing shows several employee stock option positions with remaining balances of 12,500, 10,000, and 5,000 options. Footnotes explain these options were granted in 2022, 2023, and 2024 and vest in equal monthly installments over 36 months from their respective grant dates.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/18/2026 - 09:18 PM EST

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^*

Carson Brian Jay

(Last)

(First)

(Middle)

10624 S. EASTERN AVE.

SUITE A-638

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								37,390	D
Common Stock	02/13/2026		M		16,375	A	$0	53,765	D
Common Stock	02/18/2026		F		6,444	D	$9.2534⁽¹⁾	47,321	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$2.83							⁽²⁾	10/14/2032	Common Stock	12,500		12,500	D
Employee Stock Options (Right to Buy)	$6							⁽³⁾	07/06/2033	Common Stock	10,000		10,000	D
Employee Stock Options (Right to Buy)	$16.15							⁽⁴⁾	05/03/2034	Common Stock	5,000		5,000	D
Restricted Stock Units	$0							⁽⁵⁾	⁽⁵⁾	Common Stock	280,837		280,837	D
Restricted Stock Units	$0							⁽⁶⁾	⁽⁶⁾	Common Stock	98,250		131,000	D
Restricted Stock Units	$0	02/13/2026		M			16,375	02/13/2026	⁽⁶⁾	Common Stock	16,375	$0	81,875	D
Restricted Stock Units	$0							⁽⁵⁾	⁽⁵⁾	Common Stock	131,000		131,000	D

Explanation of Responses:

1. This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.0901 to $9.4101. 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.

2. These Options were granted on October 14, 2022 and vest in equal monthly installments over 36 months.

3. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.

4. These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.

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 25% on September 9, 2025; the remaining 75% vests 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.

	/s/ Brian J. Carson	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR