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

Rhea-AI Filing Summary

Brian J. Carson, Chief Accounting Officer and reporting person for CleanSpark, Inc. (CLSK), reported insider transactions with an earliest transaction date of 09/04/2025. The filing shows a disposition of 12,615 shares of Common Stock and multiple grant entries for derivative awards: three option tranches totaling 27,500 options (12,500 at $2.83; 10,000 at $6.00; 5,000 at $16.15) and three restricted stock unit (RSU) awards totaling 542,837 RSUs (280,837; 131,000; 131,000) that vest on schedules described in the filing. The RSUs are shown as newly acquired (A) in the report and will convert into common shares upon vesting.

Positive

• Large RSU grants totaling 542,837 shares illustrate strong retention/incentive alignment for the reporting officer
• Options granted across multiple strikes (27,500 total) provide long-term performance alignment

Negative

• Reported disposition of 12,615 common shares, which represents an outflow of insider-held shares

Insights

Financial Analyst

TL;DR: Routine executive equity grants and a small share disposition; overall neutral for valuation absent further context.

The filing documents sizeable equity-based compensation granted to a senior accounting officer and a small sale of 12,615 common shares. Aggregate derivative awards include 27,500 employee stock options across three grants with exercise prices of $2.83, $6.00 and $16.15, and RSUs totaling 542,837 shares with multi-year vesting schedules. From a valuation perspective, these grants increase potential future dilution when vested and exercised, but without company-wide share counts or market-cap context the immediate impact on per-share metrics is indeterminate. The small cashless or open-market disposition reported is not material on its own.

Corporate Governance Expert

TL;DR: Compensation actions appear consistent with retention and incentive practices; vesting schedules align with multi-year retention goals.

The structure—mix of options at varying strike prices and large RSU tranches with staggered vesting—matches typical long-term incentive design to retain senior executives. The filing discloses explicit vesting timelines: monthly vesting for options and annual or semiannual vesting for RSUs. This transparency is positive for governance. There is no indication of accelerated vesting, related-party transactions, or other governance red flags within the content provided.

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

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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^*

Carson Brian Jay

(Last) (First) (Middle)

10624 S. EASTERN AVE.

(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)
	Chief Accounting Officer

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								12,615	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
Employee Stock Options (Right to Buy)	$2.83							(1)	10/14/2032	Common Stock	12,500		12,500	D
Employee Stock Options (Right to Buy)	$6							(2)	07/06/2033	Common Stock	10,000		10,000	D
Employee Stock Options (Right to Buy)	$16.15							(3)	05/03/2034	Common Stock	5,000		5,000	D
Restricted Stock Units	$0	09/04/2025		A		280,837		(4)	(4)	Common Stock	280,837	$0	280,837	D
Restricted Stock Units	$0	09/04/2025		A		131,000		(5)	(5)	Common Stock	131,000	$0	131,000	D
Restricted Stock Units	$0	09/04/2025		A		131,000		(4)	(4)	Common Stock	131,000	$0	131,000	D

Explanation of Responses:

1. These Options were granted on October 14, 2022 and vest in equal monthly installments over 36 months.

2. These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.

3. These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.

4. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.

5. 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/ Brian J. Carson	09/08/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Brian J. Carson report for CleanSpark (CLSK)?

The Form 4 shows a disposition of 12,615 common shares and reported acquisitions of derivative awards: 27,500 employee stock options and 542,837 RSUs.

How many RSUs did the reporting person receive?

The filing lists three RSU awards totaling 542,837 RSUs (280,837; 131,000; 131,000) that vest on specified multi-year schedules.

What are the exercise prices and sizes of the options reported?

Options reported total 27,500: 12,500 at $2.83, 10,000 at $6.00, and 5,000 at $16.15.

Do the RSUs and options have vesting schedules?

Yes. The filing states options vest in equal monthly installments over 36 months; RSUs vest on annual or specified semiannual schedules described in the filing.

Is there any indication of accelerated vesting or special arrangements?

No accelerated vesting or special arrangements are disclosed in the provided Form 4 content.