CLSKW CEO transition: bitcoin payout, RSU acceleration disclosed

Rhea-AI Filing Summary

CleanSpark, Inc. disclosed a leadership transition effective August 10, 2025: S. Matthew Schultz was appointed President and Chief Executive Officer while remaining Chairman, replacing Zachary K. Bradford, who resigned as President, CEO and director effective 11:59 p.m. Pacific Time on the Transition Date. The Board reduced its size from six to five members.

The company entered a Separation and General Release Agreement with Mr. Bradford providing: $950,000 (twelve months' base salary, paid in installments), 14.4 bitcoin (payable over 12 months), $1,583,000 (prorated 2025 bonus), and approximately $91,000 for accrued PTO. Mr. Bradford's existing options for 500,000 shares and 717,665 RSUs immediately vested and became exercisable/settleable, and the company granted an additional 1,728,688 RSUs with half vesting on the Transition Date and the remainder vesting over the next two anniversaries. The agreement also includes customary restrictive covenants, COBRA subsidy and up to $50,000 for security protection. The Separation Agreement is filed as Exhibit 10.1 and a press release as Exhibit 99.1.

Positive

• Smooth leadership transition: Chair S. Matthew Schultz appointed CEO, providing continuity by retaining board leadership while assuming executive duties.
• Full disclosure of separation terms: Company filed detailed Separation Agreement and press release (Exhibit 10.1 and 99.1), improving transparency about costs and obligations.

Negative

• Material separation costs: Cash and benefits include $950,000 salary continuation, $1,583,000 prorated bonus, ~$91,000 PTO and up to $50,000 for security plus COBRA subsidies.
• Crypto payment: 14.4 bitcoin payable over 12 months represents a material non-cash/crypto payout specified in the agreement.
• Accelerated equity and dilution: Immediate vesting of options for 500,000 shares and 717,665 RSUs, plus grant of 1,728,688 RSUs (half vested on Transition Date) may increase share‑based compensation expense and dilution.

Insights

Corporate Governance Expert

TL;DR: Internal leadership change provides continuity but raises governance questions due to material separation terms and equity acceleration.

The appointment of the Board Chair as President and CEO consolidates leadership and may ensure continuity of strategic oversight because Mr. Schultz remains Chair while assuming the principal executive officer role. The Board reduction from six to five is a straightforward housekeeping change following the resignation. However, the immediate vesting of substantial equity awards and the grant of 1,728,688 RSUs to the departing CEO are material governance events that investors will note for their potential dilutive and alignment effects. The filing transparently discloses restrictive covenants, COBRA subsidy and security provisions, improving clarity around post-employment obligations.

Compensation / Risk Analyst

TL;DR: Separation package combines sizable cash, bitcoin and accelerated equity, representing a notable near-term cash/stock cost to the company.

The Separation Agreement obligates the company to $950,000 in base-salary continuation, 14.4 bitcoin payable over 12 months, a prorated bonus of $1,583,000, accrued PTO (~$91,000), and up to $50,000 for security—amounts that are explicit and quantifiable in the filing. Material equity acceleration (vesting of options on 500,000 shares and 717,665 RSUs plus a grant of 1,728,688 RSUs) will affect share-based compensation expense and potential dilution. The non-compete and forfeiture provision tying RSU vesting to non-competition during the Separation RSU Vesting Period is a notable protection for the company. Overall, the package is contractually significant and should be considered a material compensation expense for investors reviewing governance and dilution impacts.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2025

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada			001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada				89052
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 989-7692

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CLSK		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share		CLSKW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 10, 2025 (the “Transition Date”), S. Matthew Schultz was appointed as President and Chief Executive Officer (principal executive officer) of the Company, while remaining in his position of Chairman of the Board of Directors (the “Board”). Mr. Schultz replaces Zachary K. Bradford, who on the Transition Date resigned as President and Chief Executive Officer of the Company and as a director of the Company, effective as of 11:59 pm Pacific Time on August 10, 2025. The Board accepted Mr. Bradford’s resignation and also approved a decrease in the size of the Board from six to five members. Mr. Bradford’s decision to resign from the Board did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Bradford’s resignation, the Board approved, and the Company entered into, a Separation and General Release Agreement with Mr. Bradford, effective as of the Transition Date (the “Separation Agreement”). Under the terms of the Separation Agreement, the Company will, among other things, pay Mr. Bradford (i) $950,000, representing twelve months’ base salary, payable in installments in accordance with the Company’s usual payroll practices over a twelve-month period, (ii) 14.4 bitcoin, payable in installments over a twelve-month period, (iii) $1,583,000, which amount represents a prorated portion of Mr. Bradford’s bonus for 2025, and (iv) approximately $91,000 in respect of accrued paid time off. Pursuant to the Separation Agreement, (i) Mr. Bradford’s stock options relating to 500,000 shares of the Company’s common stock and restricted stock units (“RSUs”) relating to 717,665 shares of common stock will immediately become vested and will be exercisable (in the case of stock options) or settled (in the case of RSUs), as applicable and (ii) the Company has agreed to grant Mr. Bradford an additional 1,728,688 RSUs, with 864,344 RSUs vesting on the Transition Date, and the remaining 864,344 RSUs vesting in two equal installments on each of the first two anniversaries of the Transition Date (the “Separation RSU Vesting Period”), subject to compliance with the terms (including the restrictive covenants discussed below) of the Separation and General Release Agreement. In addition, pursuant to the Separation Agreement, Mr. Bradford will also receive up to $50,000 in a lump sum for continued security protection following the Transition Date and subsidized COBRA insurance premiums (with the Company providing the same monthly subsidy it provides to active employees, such that Mr. Bradford’s share of the applicable COBRA premium will remain the same as that paid by active executive employees) until the earliest of (a) 12 months following the Transition Date and (b) the date Mr. Bradford is no longer eligible for COBRA coverage or becomes eligible for health coverage under another employer’s health plan.

The Separation Agreement also provides for Mr. Bradford’s agreement (a) not to compete with the Company for a period of one year (provided that if Mr. Bradford were to compete at any time during the Separation RSU Vesting Period, he would forfeit all unvested RSUs), (b) not to solicit the Company’s employees and certain other persons or interfere with the Company’s business relationships for a period of two years, and (c) not to disclose confidential information relating to the Company. The Separation Agreement also provides for non-disparagement, continued assistance and cooperation between the parties, a mutual release of claims, subject to certain exclusions, as well as other customary provisions.

The description of the terms of the Separation Agreement contained in this Report does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 10.1 and is incorporated by reference herein.

Biographical information regarding Mr. Schultz, age 56, is set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, as filed with the U.S. Securities and Exchange Commission on January 22, 2025, and such information is incorporated by reference herein. No arrangement or understanding exists between Mr. Schultz and any other person pursuant to which Mr. Schultz was selected to serve as President and Chief Executive Officer of the Company. There have been no other related party transactions between the Company or any of its subsidiaries and Mr. Schultz reportable under Item 404(a) of Regulation S-K. Mr. Schultz does not have a family relationship with any of the Company’s other directors or executive officers.

Item 7.01 Regulation FD Disclosure.

On August 11, 2025, the Company issued a press release announcing the appointment Mr. Schultz as President and Chief Executive Officer and the resignation of Mr. Bradford. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
*+10.1	Separation and General Release Agreement between the Company and Zachary K. Bradford dated August 10, 2025.
99.1	Press Release, dated August 11, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Management contract or compensatory plan or arrangement.
+ Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CLEANSPARK, INC.
Date:	August 11, 2025	By:	/s/ Gary Vecchiarelli
			Gary Vecchiarelli, Chief Financial Officer

FAQ

Who is the new CEO of CleanSpark (CLSKW)?

The Company appointed S. Matthew Schultz as President and Chief Executive Officer, effective August 10, 2025.

When did Zachary K. Bradford resign and what positions did he leave?

Mr. Bradford resigned as President, Chief Executive Officer and as a director effective 11:59 p.m. Pacific Time on August 10, 2025.

What cash and benefit payments will CleanSpark pay under the separation?

Payments include $950,000 (12 months' base salary), $1,583,000 prorated 2025 bonus, approximately $91,000 for accrued PTO, up to $50,000 for security, and subsidized COBRA coverage.

Does the separation include cryptocurrency or equity awards?

Yes. The agreement provides payment of 14.4 bitcoin over 12 months and accelerates equity: options for 500,000 shares and 717,665 RSUs immediately vest, plus a grant of 1,728,688 RSUs with partial immediate vesting.

Are there post-employment restrictions on Mr. Bradford?

Yes. The Separation Agreement includes a one-year non-compete, a two-year non-solicitation restriction, confidentiality, non-disparagement, and forfeiture provisions tied to RSU vesting.

Where can I find the full Separation Agreement and press release?

The Separation Agreement is filed as Exhibit 10.1 and the press release is filed as Exhibit 99.1 to the Current Report.