CleanSpark (NASDAQ: CLSK) CFO exercises stock units, small tax share disposition
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CLEANSPARK, INC. President and CFO Gary Anthony Vecchiarelli reported routine equity compensation activity. On May 13, 2026, he exercised restricted stock units to acquire 1,606 shares of common stock. On May 14, 2026, 632 shares were disposed of at a weighted average of $13.9807 per share to satisfy tax obligations. Following these transactions, he directly held 63,145 common shares and indirectly held 600,000 shares through the Vecchiarelli 2026 Qualified Annuity Trust, along with sizable outstanding performance stock units and restricted stock units that can settle in additional common stock over future vesting dates.
Positive
- None.
Negative
- None.
Insights
Routine equity awards with small tax share disposition, signal is neutral.
CleanSpark’s President and CFO, Gary Anthony Vecchiarelli, exercised 1,606 restricted stock units into common shares, then had 632 shares disposed of at a weighted average price of $13.9807 per share to cover tax obligations. This pattern is typical of equity compensation vesting.
After these movements, he holds 63,145 common shares directly and 600,000 shares indirectly through a qualified annuity trust. He also retains substantial performance and restricted stock units tied to future service and performance conditions, indicating continued equity exposure.
Because the disposition is tax-related rather than an open-market sale, and the net change is small relative to his remaining holdings, the informational value for investors is limited and does not materially alter the overall insider ownership picture.
Insider Trade Summary
1,606 shares exercised/converted
Mixed
12 txns
Insider
Vecchiarelli Gary Anthony
Role
President, CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 632 | $13.9807 | $9K |
| Exercise | Restricted Stock Units | 1,606 | $0.00 | -- |
| Exercise | Common Stock | 1,606 | $0.00 | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 63,145 shares (Direct, null);
Restricted Stock Units — 9,636 shares (Direct, null);
Performance Stock Units — 300,000 shares (Direct, null);
Common Stock — 600,000 shares (Indirect, by Vecchiarelli 2026 Qualified Annuity Trust)
Footnotes (1)
- This is a weighted average of prices for all sales made on May 14, 2026 ranging from $13.9700 to $13.9850. 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. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. 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. These RSUs vest in equal quarterly installments on August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. 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. 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. 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
RSU shares exercised: 1,606 shares
Tax-withholding shares: 632 shares
Tax-withholding price: $13.9807 per share
+5 more
8 metrics
RSU shares exercised
1,606 shares
Restricted Stock Units converted to common stock on May 13, 2026
Tax-withholding shares
632 shares
Shares disposed of to satisfy tax obligations on May 14, 2026
Tax-withholding price
$13.9807 per share
Weighted average price for 632-share tax disposition
Direct common shares after transactions
63,145 shares
Direct ownership following reported transactions
Indirect trust holdings
600,000 shares
Common stock held by Vecchiarelli 2026 Qualified Annuity Trust
Performance Stock Units (LTIP block)
1,202,500 underlying shares
Long-Term Incentive Plan awards tied to power and price goals
Strategic Transformation Performance Awards
1,202,500 underlying shares
STPA awards linked to stock-price and power-capacity targets
Key LTIP price target
$18.80 per share
Market price target based on 20-trading day average before March 20, 2027
Key Terms
Restricted Stock Units, Performance Stock Units, Long-Term Incentive Plan ("LTIP"), Strategic Transformation Performance Awards ("STPA"), +1 more
5 terms
Restricted Stock Units financial
"These RSUs vest in equal annual installments over three years on September 4, 2026"
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 on the common stock achieving a specified target market price"
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 on the common stock achieving a specified target market price"
Strategic Transformation Performance Awards ("STPA") financial
"The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares"
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
What insider transactions did CleanSpark (CLSK) report for Gary Vecchiarelli?
CleanSpark reported that President and CFO Gary Anthony Vecchiarelli exercised 1,606 restricted stock units into common shares and had 632 shares disposed of to satisfy tax obligations. These entries reflect routine compensation-related activity rather than discretionary open-market buying or selling.
What performance-based equity awards does the CleanSpark (CLSK) CFO hold?
The CFO holds significant Performance Stock Units and Restricted Stock Units that can convert into common shares upon meeting time-based and performance conditions, including market price targets and power-capacity goals described in long-term incentive and Strategic Transformation Performance Award programs.
How significant are the reported transactions relative to the CFO’s CleanSpark (CLSK) holdings?
The transactions involve 1,606 shares acquired and 632 shares disposed of for taxes, compared with direct holdings of 63,145 shares and 600,000 indirect shares. This makes the net change small relative to his overall position, suggesting routine administrative activity rather than a major portfolio shift.
Do the CleanSpark (CLSK) equity awards have specific vesting conditions for the CFO?
Yes. Footnotes describe RSUs vesting over several years on specified dates and LTIP and Strategic Transformation Performance Awards that vest only if stock-price and power-capacity performance targets are met by dates such as March 20, 2027 and September 30, 2030.