Cleanspark CFO uses shares to cover tax bill

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Form Type

Rhea-AI Filing Summary

CLEANSPARK, INC. President and CFO Gary Anthony Vecchiarelli reported a mix of equity transactions. On February 18, 2026, he disposed of 27,397 and 632 shares of common stock to satisfy tax obligations, at weighted average prices of about $9.2534 and $9.2332 per share, leaving 662,171 common shares directly held.

Earlier, on February 13, 2026, he acquired 69,625 and 1,606 shares of common stock at $0.00 per share through the exercise and conversion of restricted stock units. Related RSU awards continue to vest over multi‑year schedules extending through September 4, 2028, providing ongoing equity-based compensation.

Insider Trade Summary

71,231 shares exercised/converted

Exercise 11 txns

Insider Vecchiarelli Gary Anthony

Role President, CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	27,397	$9.2534	$254K
Exercise Price or Tax Liability	Common Stock	632	$9.2332	$6K
Exercise	Restricted Stock Units	69,625	$0.00	$0.00
Exercise	Restricted Stock Units	1,606	$0.00	$0.00
Exercise	Common Stock	1,606	$0.00	$0.00
Exercise	Common Stock	69,625	$0.00	$0.00
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,776,480 contracts for 1,417,113 underlying shares (Direct); Common Stock — 1,281,140 shares (Direct)

Footnotes (5)

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. This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.2274 to $9.2700. 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.
F3. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
F4. 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.
F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CLSK executive Gary Vecchiarelli report?

Gary Vecchiarelli reported both equity acquisitions and dispositions. He exercised restricted stock units into common shares at $0.00 per share, and then disposed of shares to cover tax obligations, while remaining a significant direct holder of CLEANSPARK, INC. common stock.

How many CLSK shares did the CFO dispose of for taxes?

On February 18, 2026, the CFO disposed of 27,397 and 632 shares of CLEANSPARK, INC. common stock. These transactions were reported as tax-withholding dispositions, using shares to satisfy tax liabilities rather than open-market selling activity for portfolio management.

What equity did the CLSK CFO acquire through RSU conversions?

On February 13, 2026, the CFO acquired 69,625 and 1,606 shares of CLEANSPARK, INC. common stock at $0.00 per share. These shares came from exercising restricted stock units, reflecting compensation vesting rather than cash purchases in the open market.

What is the CFO’s direct ownership after these CLSK transactions?

Following the reported transactions, one line shows the CFO directly holding 662,171 shares of CLEANSPARK, INC. common stock. Additional lines reflect updated balances for various restricted stock unit awards that vest over several years, supporting long-term equity alignment with shareholders.

How do the CLSK CFO’s RSUs vest over time?

Certain RSU grants vest in equal annual installments on September 4, 2026, September 4, 2027, and September 4, 2028. Others vest semiannually or quarterly between February 13, 2026 and December 3, 2027, creating a staggered, multi-year equity vesting schedule.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/18/2026 - 09:06 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^*

Vecchiarelli Gary Anthony

(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)
	President, CFO

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								618,969	D
Common Stock	02/13/2026		M		1,606	A	$0	620,575	D
Common Stock	02/13/2026		M		69,625	A	$0	690,200	D
Common Stock	02/18/2026		F		27,397	D	$9.2534⁽¹⁾	662,803	D
Common Stock	02/18/2026		F		632	D	$9.2332⁽²⁾	662,171	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)
Restricted Stock Units	$0							⁽³⁾	⁽³⁾	Common Stock	429,515		429,515	D
Restricted Stock Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	417,750		417,750	D
Restricted Stock Units	$0	02/13/2026		M			69,625	02/13/2026	⁽⁴⁾	Common Stock	69,625	$0	348,125	D
Restricted Stock Units	$0							⁽³⁾	⁽³⁾	Common Stock	557,000		557,000	D
Restricted Stock Units	$0							⁽⁵⁾	⁽⁵⁾	Common Stock	12,848		12,848	D
Restricted Stock Units	$0	02/13/2026		M			1,606	02/13/2026	⁽⁵⁾	Common Stock	1,606	$0	11,242	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. This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.2274 to $9.2700. 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.

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

4. 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.

5. 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.

	/s/ Gary A. Vecchiarelli	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