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

Rhea-AI Filing Summary

Scott E. Garrison, Executive Vice President and Chief Development Officer of CleanSpark, Inc. (ticker: CLSK), reported changes in his beneficial ownership on a Form 4 filed for transactions dated 09/09/2025. The filing discloses that Mr. Garrison disposed of 40,197 shares of Common Stock at an average price range of $9.1501 to $9.6540 (weighted average pricing information provided). On the same date he acquired 90,250 shares at a $0 price through vesting-related activity. Following the reported transactions, the filing shows Mr. Garrison beneficially owns 152,932 shares. The Form 4 also lists multiple outstanding stock-based awards: employee stock options and restricted stock units with various vesting schedules and exercise prices, including options exercisable for 20,139 and 45,000 shares and RSU pools totaling several hundred thousand shares that vest over 2025–2028.

Positive

• Vesting occurred for a substantial number of RSUs (90,250 shares acquired at $0 on 09/09/2025), indicating alignment of executive compensation with company equity
• Detailed vesting schedules and option grant information are disclosed, enhancing transparency about future potential dilution

Negative

• Insider sale of 40,197 shares on 09/09/2025 at market prices could be viewed negatively by some investors seeking insider buying signals
• Material outstanding equity awards (options and RSUs totaling several hundred thousand shares) represent potential future dilution

Insights

Financial Analyst

TL;DR: Insider sold a block of shares and simultaneously recognized significant vested RSUs, leaving a meaningful residual stake.

The filing shows a mixed insider activity pattern: a sale of 40,197 shares at market prices on 09/09/2025 (weighted prices reported between $9.1501 and $9.6540) and the receipt/vesting of 90,250 shares at no cost. After these events the reporting person holds 152,932 shares beneficially. From a capital-structure perspective, material outstanding equity awards remain (options and numerous RSU tranches) that will dilute over time as they vest or are exercised. This combination—partial monetization with continued significant equity exposure—can be interpreted as liquidity taking rather than full exit, but the filing does not provide intent or timing beyond the transactions reported.

Corporate Governance Expert

TL;DR: Transactions are routine equity compensation vesting and an associated market sale; disclosure appears complete on timing and prices.

The Form 4 documents a combination of vesting-related acquisitions (RSUs delivered at $0) and open-market sales (weighted-average sale prices disclosed). The filer also provides explicit vesting schedules for multiple RSU tranches and option grant dates/exercise prices, which supports transparency. No departures, policy exceptions, or related-party transactions are disclosed. The filing includes the standard offer to provide per-price sale breakdowns upon request, which is typical for aggregated weighted-average pricing disclosures.

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
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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^*

Garrison Scott Eugene

(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)
	EVP, Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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								102,879	D
Common Stock	09/09/2025		M		90,250	A	$0	193,129	D
Common Stock	09/09/2025		F		40,197	D	$9.3508(1)	152,932	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)	$6							(2)	07/06/2033	Common Stock	20,139		20,139	D
Employee Stock Options (Right to Buy)	$15.69							(3)	05/14/2031	Common Stock	45,000		45,000	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	66,700		66,700	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	24,090		24,090	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	396,476		396,476	D
Restricted Stock Units	$0							(7)	(7)	Common Stock	361,000		361,000	D
Restricted Stock Units	$0	09/09/2025		M			90,250	09/09/2025	(7)	Common Stock	90,250	$0	270,750	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	361,000		361,000	D

Explanation of Responses:

1. This is a weighted average of prices for all sales made on September 9, 2025, ranging from $9.1501 to $9.6540. 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.

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 14, 2021 and vested in equal monthly installments over 36 months.

4. These RSUs vest 50% on September 30, 2025 and 50% on September 30, 2026.

5. 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.

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

7. 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/ Scott E. Garrison	09/09/2025
	** 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.
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FAQ

What transactions did Scott E. Garrison report on the Form 4 for CLSK?

The Form 4 reports that Mr. Garrison disposed of 40,197 shares on 09/09/2025 (sales priced between $9.1501 and $9.6540) and acquired 90,250 shares on the same date at $0 through vesting-related activity.

How many shares does Scott E. Garrison beneficially own after the reported transactions?

Following the reported transactions, the filing shows Mr. Garrison beneficially owns 152,932 shares.

Are there outstanding stock options or RSUs disclosed for Mr. Garrison?

Yes. The filing lists employee stock options (e.g., options for 20,139 and 45,000 shares with stated exercise prices) and multiple RSU tranches totaling several hundred thousand shares with vesting through 2028.

What price range were the sales executed at according to the filing?

The filing states the sales on 09/09/2025 were executed at prices ranging from $9.1501 to $9.6540, and offers to provide the number of shares sold at each price upon request.

Does the Form 4 indicate if these transactions were part of a Rule 10b5-1 plan?

The form includes the standard checkboxes for indicating a 10b5-1 plan, but the provided content does not explicitly state that the transactions were made pursuant to a 10b5-1 plan.