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

Rhea-AI Filing Summary

S. Matthew Schultz, CEO, Executive Chairman and a director of CleanSpark, Inc. (CLSK), reported multiple transactions dated 09/09/2025 on Form 4. The filing shows both dispositions and acquisitions of common stock and other securities. The reporting person disposed of 190,190 shares of common stock at an average reported price of $9.3508 and the disclosure states sales on that date ranged from $9.1501 to $9.6540. The filing also reports a large disposition entry of 1,842,268 common shares and acquisition entries, including 432,250 common shares acquired at $0 and Series A preferred of 500,000 disposed. Following the reported transactions, the filing lists direct and indirect beneficial holdings, including 480,000 shares held indirectly by the S M Schultz Irrevocable Trust and 40,996 held indirectly by spouse, plus outstanding employee stock options and restricted stock units totaling the amounts disclosed in Table II.

Positive

• Continued substantial indirect holdings: 480,000 shares held by S M Schultz Irrevocable Trust and 40,996 held by spouse indicate retained ownership interest
• Material equity compensation outstanding: Employee stock options for 400,000 shares and multiple RSU tranches (totaling disclosed amounts) align executive pay with company performance

Negative

• Significant dispositions reported: Disposal entries include 1,842,268 common shares and a specific sale of 190,190 shares on 09/09/2025
• Series A preferred disposal: Reporting person disposed of 500,000 Series A preferred shares, a material non‑common security transaction

Insights

Corporate Governance Expert

TL;DR: CEO reported large mixed transactions on 09/09/2025, including significant dispositions and retained indirect holdings.

The Form 4 shows S. Matthew Schultz executed multiple transactions the same day, combining sales and non‑cash acquisitions or conversions. Disposals include a specific sale of 190,190 shares at an average price of $9.3508 with overall sales on that date spanning $9.1501–$9.6540. The filing also records a sizeable disposition line of 1,842,268 common shares and a 500,000 Series A preferred share disposition. At the same time, the report records acquisition of 432,250 common shares at $0 and ongoing equity compensation (options and RSUs) with detailed vesting schedules. For governance and signaling analysis, the mix of cash sales plus continued large indirect holdings (trust and spouse) and substantial unvested equity suggests portfolio rebalancing or liquidity events rather than a simple exit, but the filing does not state intent.

Securities Analyst

TL;DR: Multiple same‑day insider transactions with option/RSU holdings noted; impact on valuation is mixed and not explicitly stated.

The disclosure quantifies employee stock options exercisable for 400,000 shares (exercise price $23) and numerous restricted stock units totaling reported amounts across several grants, including a combined 1,729,000 RSU line and other RSU tranches. These outstanding derivative and equity compensation instruments represent potential future dilution if vested and settled in shares. The explicit sale of 190,190 shares at ~$9.35 provides a concrete market price point for those transactions, while weighted sale prices ranged up to $9.6540. The filing contains specific vesting schedules which are relevant when modeling dilution and insider liquidity timing.

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^*

Schultz S. Matthew

(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, Executive Chairman

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								1,842,268	D
Common Stock	09/09/2025		M		432,250	A	$0	2,274,518	D
Common Stock	09/09/2025		F		190,190	D	$9.3508(1)	2,084,328	D
Common Stock								480,000	I	By S M Schultz Irrevocable Trust
Common Stock								40,996	I	By Spouse
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 Options (Right to Buy)	$23							(2)	04/16/2031	Common Stock	400,000		400,000	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	405,000		405,000	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	184,722		184,722	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	627,753		627,753	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	1,729,000		1,729,000	D
Restricted Stock Units	$0	09/09/2025		M			432,250	09/09/2025	(6)	Common Stock	432,250	$0	1,296,750	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	1,729,000		1,729,000	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 April 16, 2021 and vested in equal monthly installments over 36 months.

3. These RSUs vest on September 12, 2025.

4. 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.

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

6. 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/ S. Matthew Schultz	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 S. Matthew Schultz report on Form 4 for CLSK?

The Form 4 reports multiple transactions dated 09/09/2025, including dispositions of common stock (notably 190,190 shares sold at an average reported price of $9.3508 and a disposition line of 1,842,268 shares), acquisition of 432,250 common shares at $0, and disposal of 500,000 Series A preferred shares.

How many shares does Schultz beneficially own after the reported transactions?

The filing lists direct and indirect beneficial holdings after the transactions, including indirect holdings of 480,000 (trust) and 40,996 (spouse). The Form lists the specific post‑transaction beneficial ownership amounts in Table I for common stock and derivatives.

Were any sales executed at a disclosed price on 09/09/2025 for CLSK?

Yes. The filing discloses sales on 09/09/2025 with a weighted average reported price of $9.3508 for the 190,190 shares, and indicates sale prices that day ranged from $9.1501 to $9.6540.

What equity compensation does Schultz hold according to the filing?

Table II shows employee stock options exercisable for 400,000 shares (exercise price $23) and multiple restricted stock unit grants with underlying common stock amounts including lines of 405,000, 184,722, 627,753, 1,729,000, and other RSU amounts with detailed vesting schedules.

Does the filing state the reason for the transactions (e.g., 10b5‑1 plan)?

The Form 4 includes a checkbox prompt for 10b5‑1 plan transactions, but the filing text provided does not state an explicit reason or reference to a 10b5‑1 plan.