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

Rhea-AI Filing Summary

Bradford Zachary, who is listed as a Director and as CEO and President of CleanSpark, Inc., reported transactions dated 08/10/2025. The filing shows an acquisition of 1,728,688 restricted stock units (RSUs), with 50% vesting immediately and the remaining 50% vesting in equal installments on August 10, 2026 and August 10, 2027, subject to continued compliance with a Separation and General Release Agreement dated August 10, 2025 that was previously disclosed on a Current Report filed August 11, 2025.

The report also discloses an aggregate beneficial ownership figure that includes 864,344 RSUs with the same vesting schedule, 323,864 shares held indirectly through ZRB Holdings Inc. (of which the reporting person is sole shareholder), and a separate holding of 500,000 employee stock options with a $23 exercise price that are shown as covering 500,000 shares and are exercisable beginning 04/15/2026.

Positive

• 1,728,688 RSU grant reported, with 50% vesting immediately
• 500,000 employee stock options disclosed at a $23 exercise price, exercisable beginning 04/15/2026
• Indirect ownership disclosure through ZRB Holdings Inc. (reporting person is sole shareholder), showing 323,864 shares

Negative

• Separation and General Release Agreement dated August 10, 2025 is referenced as a condition for RSU vesting
• Series A Preferred: 500,000 is listed as disposed (marked D) on the Form 4

Insights

Financial Analyst

TL;DR Significant equity awards and outstanding options materially change insider holdings but appear tied to a separation agreement.

The filing documents a large RSU grant of 1,728,688 units with 50% immediate vesting and the balance vesting in two annual installments, plus 500,000 options at a $23 exercise price exercisable 04/15/2026. These grants and reported beneficial ownership totals (including 4,777,481 total common share equivalence shown) meaningfully increase insider-aligned equity exposure. The RSU vesting is explicitly conditioned on compliance with a Separation and General Release Agreement dated 08/10/2025, which was disclosed separately. From a financial perspective, the awards are dilutive over time but align the reporting person with equity outcomes while vesting conditions remain in effect.

Corporate Governance Expert

TL;DR Large grants and a referenced separation agreement raise governance questions that shareholders should note in public disclosures.

The Form 4 reveals substantial equity compensation and a direct reference to a Separation and General Release Agreement between the company and the reporting person dated 08/10/2025. The filing makes clear the reporting person is both an officer (CEO and President) and a director and that some holdings are indirect via ZRB Holdings Inc. Material items for governance review include the vesting conditions tied to the separation agreement, the immediate 50% vesting on a large RSU grant, and the existence of 500,000 options exercisable in 2026. These elements are disclosure items that bear watching in related Current Reports and proxy materials for context and approvals.

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

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X

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^*

Bradford Zachary

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2025

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	08/10/2025		A		1,728,688(1)	A	$0	4,777,481(2)	D
Common Stock								323,864	I	By ZRB Holdings Inc.(3)
Series A Preferred								500,000	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 Option (right to buy)	$23							04/16/2024	04/15/2026	Common Stock	500,000		500,000	D

Explanation of Responses:

1. This amount represents 1,728,688 RSUs, 50% of which vested immediately upon grant, and the remaining 50% of which shall vest in equal installments on August 10, 2026 and August 10,2027, subject to the Reporting Person's ongoing compliance through each vesting date with the Separation and General Release Agreement between the Company and the Reporting Person dated August 10, 2025, which was previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on August 11, 2025.

2. This total amount includes 864,344 RSUs, 50% of which will vest on August 10, 2026, and the remaining 50% will vest on August 10, 2027, subject to the Reporting Person's ongoing compliance through each vesting date with the Separation and General Release Agreement between the Company and the Reporting Person dated August 10, 2025, which was previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on August 11, 2025.

3. The Reporting Person is the sole shareholder of ZRB Holdings Inc.

	/s/ Zachary Bradford	08/11/2025
	** 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 did the CleanSpark (CLSK) Form 4 filed by Bradford Zachary report?

The Form 4 reports an acquisition of 1,728,688 RSUs (50% vested immediately; remainder vest on Aug 10, 2026 and Aug 10, 2027), indirect holdings of 323,864 shares via ZRB Holdings Inc., and 500,000 employee stock options at a $23 exercise price.

When do the RSUs reported on the Form 4 vest?

Fifty percent of the 1,728,688 RSUs vested immediately on the grant date; the remaining 50% vests in equal installments on August 10, 2026 and August 10, 2027, subject to compliance with the referenced agreement.

Does the filing mention any agreement related to the RSU vesting?

Yes. Vesting is conditioned on ongoing compliance with a Separation and General Release Agreement dated August 10, 2025, previously disclosed on a Current Report filed August 11, 2025.

How many options does Bradford Zachary hold and what are the terms?

The filing shows 500,000 employee stock options with an exercise price of $23, documented with a transaction date of 04/16/2024 and an exercisable date of 04/15/2026.

Is any indirect ownership disclosed on the Form 4?

Yes. The report discloses 323,864 shares held indirectly by ZRB Holdings Inc., and states the reporting person is the sole shareholder of ZRB Holdings Inc.