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

Rhea-AI Filing Summary

Brian J. Carson, Chief Accounting Officer of CleanSpark, Inc. (CLSK/CLSKW), reported multiple transactions on 09/09/2025. The filing shows sales of common stock and a concurrent acquisition from vesting restricted stock units (RSUs). Specifically, 32,750 RSUs vested and were acquired at $0 on 09/09/2025, while a sale on that date disposed of 7,975 shares at a weighted average price of $9.3508 (sales that day ranged $9.1501–$9.6540). Following the reported transactions, the reporting person holds listed equity and derivative positions including 280,837 RSUs, 131,000 RSUs, and employee stock options exercisable for 27,500 shares across three option grants. The form is a Section 16 Form 4 disclosing insider changes in beneficial ownership.

Positive

• 32,750 RSUs vested and were acquired at $0 on 09/09/2025, reflecting scheduled compensation vesting
• Substantial remaining equity incentives: 280,837 RSUs and 131,000 RSUs remain listed, indicating continued executive alignment with shareholders
• Option grants outstanding (27,500 shares) with disclosed exercise prices ($2.83, $6.00, $16.15) showing potential future equity value

Negative

• Sale of 7,975 shares on 09/09/2025 at a weighted average price of $9.3508, indicating insider liquidity
• Multiple share dispositions reported (total disposals listed in the form), which may be viewed by some investors as reduced insider share exposure

Insights

Financial Analyst

TL;DR: Insider sold a portion of shares while receiving vested RSUs, leaving substantial equity and option holdings.

The Form 4 discloses both a sale and the acquisition of vested RSUs on 09/09/2025. The sale of 7,975 shares at a weighted average price of $9.3508 realized proceeds for the reporting person while 32,750 RSUs vested and converted to common shares at no cost to the reporting person. Material holdings remain: two large RSU pools (280,837 and 131,000) and three option grants totaling 27,500 underlying shares with exercise prices of $2.83, $6.00, and $16.15. For investors, this is a routine insider liquidity action combined with scheduled compensation vesting rather than an unusual corporate event.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation vesting and opportunistic sale; governance documentation appears complete.

The filing clearly identifies the reporting person, role (Chief Accounting Officer and Director), transaction dates, and amounts. RSU vesting schedules and option grant terms are disclosed in the explanatory section, showing customary multi-year vesting. The sale price range is provided and the filer offers to supply per-price sale detail upon request, which supports compliance transparency. This disclosure aligns with Section 16 requirements and does not, by itself, indicate governance concerns.

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.

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)
	Chief Accounting 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								12,615	D
Common Stock	09/09/2025		M		32,750	A	$0	45,365	D
Common Stock	09/09/2025		F		7,975	D	$9.3508(1)	37,390	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							(2)	10/14/2032	Common Stock	12,500		12,500	D
Employee Stock Options (Right to Buy)	$6							(3)	07/06/2033	Common Stock	10,000		10,000	D
Employee Stock Options (Right to Buy)	$16.15							(4)	05/03/2034	Common Stock	5,000		5,000	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	280,837		280,837	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	131,000		131,000	D
Restricted Stock Units	$0	09/09/2025		M			32,750	09/09/2025	(6)	Common Stock	32,750	$0	98,250	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	131,000		131,000	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 October 14, 2022 and vest in equal monthly installments over 36 months.

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

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

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/ Brian J. Carson	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.
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 transactions did Brian J. Carson report on Form 4 for CLSKW on 09/09/2025?

The Form 4 discloses that on 09/09/2025 32,750 RSUs vested and were acquired at $0 and the reporting person sold 7,975 shares at a weighted average price of $9.3508. Sales that day ranged from $9.1501 to $9.6540.

How many RSUs and options does the reporting person still hold according to the filing?

The filing lists remaining holdings including 280,837 RSUs, 131,000 RSUs, and employee stock options exercisable for 12,500, 10,000, and 5,000 shares respectively (total 27,500 options).

What are the exercise prices and expirations for Brian Carson's options?

The disclosed option exercise prices are $2.83 (exercisable by 10/14/2032), $6.00 (by 07/06/2033), and $16.15 (by 05/03/2034).

Does the filing explain the price reported for the sales on 09/09/2025?

Yes. The filing states the reported $9.3508 is a weighted average; sales that day ranged from $9.1501 to $9.6540, and the reporting person will provide details of per-price quantities upon request.

What is Brian J. Carson's role at CleanSpark as listed on the Form 4?

The Form 4 identifies Brian J. Carson as a Director and Chief Accounting Officer of CleanSpark, Inc.