CleanSpark CEO exercises 1.0M RSUs, covers taxes
CleanSpark’s CEO exercised over 1 million RSUs and used 440,752 shares to cover exercise price or tax liabilities under a pre-established trading plan.
Rhea-AI Filing Summary
CLEANSPARK, INC. (CLSK) reported that CEO & Chairman Matthew S. Schultz exercised 1,001,500 Restricted Stock Units into common stock on September 4, 2026. On September 4 and 8, a total of 440,752 common shares were delivered or withheld to pay exercise price or tax liabilities, at weighted-average prices around $12.61–$13.34 per share, with some transactions made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. Schultz continues to hold substantial equity interests, including stock options, RSUs, performance stock units, indirect common stock through a trust and spouse, and Series A preferred shares.
Positive
- None.
Negative
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Insider Trade Summary 10b5-1
1,001,500 shares exercised/converted
Exercise
21 txns
Insider
Schultz S. Matthew
Role
CEO & Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock F1, F2 | 92,070 | $13.3371 | $1.23M |
| Exercise Price or Tax Liability | Common Stock F1, F2 | 253,587 | $13.3371 | $3.38M |
| Exercise | Restricted Stock Units F5 | 209,042 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F6 | 216,125 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F5 | 576,333 | $0.00 | $0.00 |
| Exercise | Common Stock | 209,042 | $0.00 | $0.00 |
| Exercise | Common Stock | 216,125 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock F1, F3 | 95,095 | $12.6089 | $1.20M |
| Exercise | Common Stock | 576,333 | $0.00 | $0.00 |
| holding | Employee Stock Options (Right to Buy) F4 | -- | -- | -- |
| holding | Restricted Stock Units F5 | -- | -- | -- |
| holding | Restricted Stock Units F6 | -- | -- | -- |
| holding | Restricted Stock Units F5 | -- | -- | -- |
| holding | Restricted Stock Units F7 | -- | -- | -- |
| holding | Restricted Stock Units F8 | -- | -- | -- |
| holding | Performance Stock Units F9 | -- | -- | -- |
| holding | Performance Stock Units F10 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Series A Preferred | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 6,615,880 contracts for 4,180,002 underlying shares (Direct);
Common Stock — 5,517,221 shares (Direct);
Employee Stock Options (Right to Buy) — 400,000 contracts (Direct);
Performance Stock Units — 2,296,000 contracts (Direct);
Common Stock — 480,000 shares (Indirect, By S M Schultz Irrevocable Trust);
Common Stock — 40,996 shares (Indirect, By Spouse);
Series A Preferred — 500,000 shares (Direct)
Footnotes (10)
- F1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
- F2. This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. 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 date and price.
- F3. This is a weighted average of prices for all sales made on September 4, 2026 ranging from $12.5601 to $12.6700. 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.
- F4. These Options were granted on April 16, 2021 and vested 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 in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028.
- F7. These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- F8. 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.
- F9. 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.
- F10. 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.
Key Figures
RSUs exercised into common stock: 1,001,500 shares
Shares delivered/withheld for exercise price or tax: 440,752 shares
Weighted-average price September 8, 2026: $13.3371 per share
+5 more
8 metrics
RSUs exercised into common stock
1,001,500 shares
Total RSUs converted to common stock on September 4, 2026
Shares delivered/withheld for exercise price or tax
440,752 shares
Code F transactions on September 4 and 8, 2026
Weighted-average price September 8, 2026
$13.3371 per share
Common shares delivered/withheld, with trades from $13.1901 to $13.7001
Weighted-average price September 4, 2026
$12.6089 per share
Common shares delivered/withheld, with trades from $12.5601 to $12.6700
Employee stock options
400,000 underlying shares at $23.00
Directly held options expiring April 16, 2031
Restricted Stock Units (block example)
1,729,000 underlying shares
One RSU holding block with $0.00 exercise price
Long-Term Incentive Plan performance units
480,000 shares maximum
LTIP awards tied to power-capacity and stock-price goals before March 20, 2027
Strategic Transformation Performance Awards maximum payout
1,816,000 shares
STPA awards tied to power-capacity performance before September 30, 2030
Key Terms
Rule 10b5-1(c) plan, Restricted Stock Units, Performance Stock Units, Long-Term Incentive Plan ("LTIP"), +2 more
6 terms
Rule 10b5-1(c) plan regulatory
"This transaction was made pursuant to a Rule 10b5-1(c) plan adopted"
Restricted Stock Units financial
"These RSUs vest in equal annual installments over three years"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Long-Term Incentive Plan ("LTIP") financial
"Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent"
Strategic Transformation Performance Awards ("STPA") financial
"The number of shares under these Strategic Transformation Performance Awards"
gross power under leases to customers for data centers technical
"tied to gross power under leases to customers for data centers"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did CLSK CEO Matthew S. Schultz do in this Form 4 filing?
Schultz exercised 1,001,500 Restricted Stock Units into CleanSpark common stock on September 4, 2026, and used 440,752 shares to pay exercise price or tax liabilities, based on the filing’s transaction details.
Were the CLSK CEO’s transactions under a Rule 10b5-1 plan?
Yes. A footnote states that certain transactions were made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, indicating they followed a pre-established trading arrangement.
What option position does the CLSK CEO retain after these transactions?
Schultz retains stock options over 400,000 CLSK shares with an exercise price of $23.00 per share, expiring on April 16, 2031, according to the derivative holdings summary.
What performance-based equity awards does the CLSK CEO have outstanding?
Holdings include 480,000 LTIP performance stock units and 1,816,000 Strategic Transformation Performance Awards tied to stock-price and power-capacity targets, vesting only if specified share-price or operational goals are met by stated future dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
