CleanSpark CFO exercises 398K shares under 10b5-1
CLEANSPARK’s president and CFO exercised RSU and performance awards, with shares withheld under a 10b5-1 plan while retaining sizable time- and performance-based equity grants.
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Form Type
4
Rhea-AI Filing Summary
CLEANSPARK, INC. (CLSK) reported insider equity activity by President and CFO Gary Anthony Vecchiarelli involving restricted stock units, performance awards, and related share dispositions. On September 4, 2026, he exercised or converted derivative awards into a total of 398,462 shares of Common Stock156,795 Common shares$12.6089$13.3371Rule 10b5-1(c) plan adopted on May 13, 2026600,000 Common shares
Insider Trade Summary 10b5-1
398,462 shares exercised/converted
Exercise
9 txns
Insider
Vecchiarelli Gary Anthony
Role
President, CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock F1, F2 | 56,338 | $13.3371 | $751K |
| Exercise Price or Tax Liability | Common Stock F1, F2 | 73,060 | $13.3371 | $974K |
| Exercise | Restricted Stock Units F4 | 143,171 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F5 | 69,625 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F4 | 185,666 | $0.00 | $0.00 |
| Exercise | Common Stock | 143,171 | $0.00 | $0.00 |
| Exercise | Common Stock | 69,625 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock F1, F3 | 27,397 | $12.6089 | $345K |
| Exercise | Common Stock | 185,666 | $0.00 | $0.00 |
| Holding | Restricted Stock Units F4 | -- | -- | -- |
| Holding | Restricted Stock Units F5 | -- | -- | -- |
| Holding | Restricted Stock Units F4 | -- | -- | -- |
| Holding | Restricted Stock Units F6 | -- | -- | -- |
| Holding | Restricted Stock Units F7 | -- | -- | -- |
| Holding | Performance Stock Units F8 | -- | -- | -- |
| Holding | Performance Stock Units F9 | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 2,678,848 contracts for 1,742,670 underlying shares (Direct);
Common Stock — 369,905 shares (Direct);
Performance Stock Units — 1,502,500 contracts (Direct);
Common Stock — 600,000 shares (Indirect, by Vecchiarelli 2026 Qualified Annuity Trust)
Holdings Before and After:
Restricted Stock Units, 3,077,310 to 2,678,848 contracts (Direct)
Footnotes (9)
- 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 RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- F5. 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.
- F6. These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- F7. 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.
- F8. 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 300,000 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.
- F9. 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 1,202,500 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
Derivative exercises into Common Stock: 398,462 shares
Shares delivered/withheld for exercise price or tax liability: 156,795 shares
Weighted-average disposition price on September 4, 2026: $12.6089 per share
+5 more
8 metrics
Derivative exercises into Common Stock
398,462 shares
Total shares from exercise or conversion transactions on September 4, 2026
Shares delivered/withheld for exercise price or tax liability
156,795 shares
Total across code F transactions on September 4 and 8, 2026
Weighted-average disposition price on September 4, 2026
$12.6089 per share
Common Stock delivered or withheld for exercise price or tax liability
Weighted-average disposition price on September 8–9, 2026
$13.3371 per share
Common Stock delivered or withheld for exercise price or tax liability
RSUs outstanding (largest blocks)
429,515; 348,125; 557,000; 400,000; 8,030 underlying shares
Restricted Stock Units over Common Stock with $0.00 exercise price
Performance Stock Units outstanding
300,000 and 1,202,500 underlying shares
PSUs over Common Stock with vesting tied to stock price and power metrics
Indirect Common Stock holdings
600,000 shares
Held by Vecchiarelli 2026 Qualified Annuity Trust
Rule 10b5-1 plan adoption date
May 13, 2026
Plan governing reported exercise-price-or-tax-liability dispositions
Key Terms
Rule 10b5-1(c) plan, Restricted Stock Units, Performance Stock Units, Long-Term Incentive Plan ("LTIP") awards, +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
"The reported LTIP awards do not include LTIP awards in respect of a maximum of 300,000 shares of common stock"
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") awards 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 ("STPA") represents"
gross power under leases to customers for data centers technical
"performance goals 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 equity transactions did CLSK executive Gary Vecchiarelli report on September 4, 2026?
He exercised or converted derivative awards into 398,462 shares of Common Stock$0.0027,397 Common shares$12.6089
What additional share dispositions did CLSK’s president and CFO report on September 8, 2026?
On September 8, 2026, he reported dispositions of 56,33873,060129,398 shares$13.3371
Were Gary Vecchiarelli’s CLSK transactions made under a Rule 10b5-1 plan?
Yes. A footnote states the transactions were made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, and the filing affirms use of a Rule 10b5-1 plan, indicating the dispositions followed a pre-established trading arrangement.
What RSU positions in CLSK does Gary Vecchiarelli continue to hold after these transactions?
He continues to hold multiple RSU blocks over Common Stock, including 429,515348,125557,0008,030400,0002029 and subject to continued employment.
What performance-based awards in CLSK stock does Gary Vecchiarelli hold?
He holds performance stock units over 300,0001,202,500September 30, 2030, with continued employment required on the applicable vesting dates.
Does Gary Vecchiarelli have any indirect ownership of CLSK Common Stock?
Yes. The filing reports an indirect holding of 600,000 shares of Common Stock held by the Vecchiarelli 2026 Qualified Annuity Trust, in addition to his directly held shares and equity-based awards.
How do Gary Vecchiarelli’s RSUs in CLSK vest over time?
Footnotes state various RSU grants vest in equal annual, semiannual, or quarterly installments on dates including September 4, 2026–2028; February 13, 2027–2028; December 3, 2026–2027; and March 20, 2027–2029, contingent on his continued employment with CleanSpark.
AI-generated analysis. How Rhea-AI works. Not financial advice.
