[Form 4] CleanSpark, Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction summary: Gary A. Vecchiarelli, President and CFO of CleanSpark, Inc. (CLSK), reported multiple changes in beneficial ownership of common stock and restricted stock units. He disposed of 509,280 shares of common stock. He also holds vested and newly acquired restricted stock units totaling 1,597,969 underlying shares across several awards: 40,000; 14,454; 429,515; 557,000; and 557,000 RSUs. The RSUs have staggered vesting schedules ranging from September 2025 through September 2028, with some vesting in quarterly, semiannual, or annual installments. The report documents his direct ownership form for all listed items.

Positive

• Substantial RSU awards (totaling 1,597,969 underlying shares) with multi-year vesting that align executive compensation with long-term performance
• Detailed vesting schedules reduce uncertainty about when future shares will vest and potentially dilute existing shareholders

Negative

• Large disposition of 509,280 common shares by the President and CFO, a material insider sale that may concern investors assessing insider conviction
• Potential future dilution as multiple RSU tranches vest between 2025 and 2028

Insights

Corporate Governance Expert

TL;DR: Significant insider disposition plus large outstanding RSU grants create mixed governance signals for shareholders.

The report shows a sizeable disposal of 509,280 shares by the company's President and CFO, which is material relative to an insider holding context and therefore relevant to investors assessing insider conviction. Concurrently, the reporting person received multiple RSU awards totaling 1,597,969 underlying shares with detailed multi-year vesting schedules. From a governance perspective, structured long-dated vesting aligns executive incentives with multi-year performance, while the large disposition is a liquidity event that warrants attention to whether it was for diversification, tax, or other reasons (not specified in the filing). This filing is material information for monitoring insider alignment with shareholder interests.

Securities Analyst

TL;DR: The insider sale is material; offsets include substantial RSU grants that vest over several years.

The transaction activity includes a direct disposal of 509,280 common shares and the acquisition/holding of multiple RSU tranches (40,000; 14,454; 429,515; 557,000; 557,000) exercisable into common stock at $0 (i.e., restricted stock units). Several RSU tranches vest between September 2025 and September 2028 using quarterly, semiannual, and annual schedules. For securities analysis, the immediate sale reduces insider stock exposure short term, while the RSUs represent future potential dilution upon vesting but also tie compensation to future tenure and performance. The filing should be considered when modeling insider-driven dilution and executive compensation expense over the next three years.

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 NV 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)
09/04/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								509,280	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0							(1)	(1)	Common Stock	40,000		40,000	D
Restricted Stock Units	$0							(2)	(2)	Common Stock	14,454		14,454	D
Restricted Stock Units	$0	09/04/2025		A		429,515		(3)	(3)	Common Stock	429,515	$0	429,515	D
Restricted Stock Units	$0	09/04/2025		A		557,000		(4)	(4)	Common Stock	557,000	$0	557,000	D
Restricted Stock Units	$0	09/04/2025		A		557,000		(3)	(3)	Common Stock	557,000	$0	557,000	D

Explanation of Responses:

1. These RSUs vest on September 12, 2025.

2. These RSUs vest in equal quarterly installments on December 3, 2025, 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.

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 25% on September 9, 2025; the remaining 75% vests 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.

	/s/ Gary A. Vecchiarelli	09/08/2025
	** 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.

FAQ

What insider transactions did CleanSpark (CLSK) report for Gary A. Vecchiarelli?

The filing reports a disposition of 509,280 common shares and multiple restricted stock unit holdings/awards totaling 1,597,969 underlying shares across several tranches.

How many RSUs does the reporting person hold and when do they vest?

RSU tranches are for 40,000; 14,454; 429,515; 557,000; and 557,000 underlying shares with vesting dates from September 2025 through September 2028, using quarterly, semiannual, and annual schedules as specified.

Are the RSUs exercisable for a cash price?

The RSUs are reported with a conversion/exercise price of $0, indicating restricted stock units rather than options requiring payment to convert.

Does the filing explain the reason for the 509,280-share disposition?

No. The Form 4 lists the disposal amount but does not provide a reason for the sale.

Is the ownership reported as direct or indirect?

All listed securities and RSUs are reported in the filing as Direct (D) ownership.