CleanSpark (NASDAQ: CLSK) CAO gets new RSUs and LTIP performance awards

Rhea-AI Filing Summary

Carson Brian Jay reported acquisition or exercise transactions in this Form 4 filing.

CLEANSPARK, INC. Chief Accounting Officer Brian Jay Carson reported new equity awards. On March 20, 2026 he received 100,000 Restricted Stock Units and 75,000 Performance Stock Units, each settling in common stock.

The RSUs generally vest in equal annual installments over three years, including dates such as September 4, 2026–2028 and March 20, 2027–2029, subject to continued employment. The performance stock units are part of a long-term incentive plan that vests only if the common stock reaches at least $18.80 on a 20‑trading‑day average and certain operational goals tied to gross power under leases between 600 MW and 800 MW are achieved by March 20, 2027, with final vesting on March 20, 2029, also requiring continued employment.

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

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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 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)
	Chief Accounting Officer

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								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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$2.83							(1)	10/14/2032	Common Stock	12,500		12,500	D
Employee Stock Options (Right to Buy)	$6							(2)	07/06/2033	Common Stock	10,000		10,000	D
Employee Stock Options (Right to Buy)	$16.15							(3)	05/03/2034	Common Stock	5,000		5,000	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	280,837		280,837	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	81,875		81,875	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	131,000		131,000	D
Restricted Stock Units	$0	03/20/2026		A		100,000		(7)	(7)	Common Stock	100,000	$0	100,000	D
Performance Stock Units	$0	03/20/2026		A		75,000		(8)	(8)	Common Stock	75,000	$0	75,000	D

Explanation of Responses:

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

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

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

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

5. 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.

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

7. 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.

8. 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 75,000 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/ Brian J. Carson	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 equity awards did CLEANSPARK (CLSK) grant to its Chief Accounting Officer?

CLEANSPARK granted its Chief Accounting Officer 100,000 Restricted Stock Units and 75,000 Performance Stock Units on March 20, 2026. Both awards settle in common stock and form part of his long-term incentive compensation, aligning pay with future company and share‑price performance.

How do Brian Jay Carson’s new CLEANSPARK RSUs vest?

The RSUs vest in equal annual installments over three years on specified dates, including September 4, 2026, September 4, 2027, September 4, 2028, and March 20 in 2027, 2028, and 2029. Vesting requires his continued employment or service with CLEANSPARK through each vesting date.

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

The performance stock units vest only if CLEANSPARK’s common stock reaches at least $18.80 on a 20‑trading‑day average by March 20, 2027 and specified gross power under leases between 600 MW and 800 MW is achieved, with final vesting scheduled for March 20, 2029 and continued employment required.

Are the CLEANSPARK Form 4 transactions insider purchases or sales of common stock?

The Form 4 reports equity grants, not open‑market purchases or sales. It shows awards of RSUs and performance stock units plus existing option and share holdings. No buy or sell transactions in CLEANSPARK common stock are reported in this filing.

What stock options does the CLEANSPARK CAO hold after these Form 4 transactions?

The CAO holds employee stock options on 12,500 shares at an exercise price of $2.83 expiring October 14, 2032, 10,000 shares at $6.00 expiring July 6, 2033, and 5,000 shares at $16.15 expiring May 3, 2034, all for CLEANSPARK common stock.

What other CLEANSPARK RSU holdings are reported for the Chief Accounting Officer?

Beyond the new 100,000 RSUs, the Form 4 shows existing RSU positions covering 280,837 shares, 81,875 shares, and 131,000 shares of CLEANSPARK common stock. These awards vest over various schedules through 2028, contingent on continued employment with the company.