CLSK Form 4: Schultz Disposes Shares, Details RSU Vesting Through 2027

Rhea-AI Filing Summary

S. Matthew Schultz, Executive Chairman and Director of CleanSpark, Inc. (CLSK), reported multiple transactions on Form 4 dated August 13-14, 2025. The filing shows a sale of 1,830,753 shares previously held (listed as disposed), an acquisition of 20,525 shares on August 13, 2025 at $0 (reported as transaction code M), and a sale of 9,010 shares on August 14, 2025 at a weighted average price of $9.5644. The report also discloses disposal of 500,000 Series A preferred shares and indirect holdings: 480,000 shares held by the S M Schultz Irrevocable Trust and 40,996 shares held by spouse. Additionally, the filing moves multiple restricted stock units (RSUs) into the derivative table and lists RSU vesting schedules, including RSUs vesting September 12, 2025 and installments through December 3, 2027.

Positive

• Detailed vesting schedule disclosed for RSUs through December 3, 2027, improving transparency on future equity dilution
• Indirect holdings identified (480,000 shares in an irrevocable trust and 40,996 held by spouse), clarifying ownership structure

Negative

• Large disposition reported of 1,830,753 common shares, which is a sizable sale by an insider
• Sale of 9,010 shares on August 14, 2025 at a weighted average price of $9.5644 indicates recent insider selling activity
• Disposal of 500,000 Series A preferred shares was reported without explanatory context

Insights

Financial Analyst

TL;DR: Insider sold a large block of common stock and disclosed RSU vesting; transactions are sizable relative to reported individual holdings.

The filing documents significant disposition activity by the Executive Chairman, including a large prior disposition of 1,830,753 shares and a contemporaneous sale of 9,010 shares at a weighted average price of $9.5644. The acquisition of 20,525 shares under code M appears to be a deemed execution related to plan mechanics rather than an open-market purchase. The disclosure of 480,000 shares in an irrevocable trust and 40,996 shares via spouse highlights retained indirect ownership. The detailed RSU vesting schedule signals forthcoming increases in potential transferable shares through late 2027.

Corporate Governance Expert

TL;DR: Multiple insider transactions and large prior dispositions raise governance and insider-activity transparency considerations.

The Form 4 shows the reporting person acting in both director and officer capacities and disclosing both direct and indirect holdings. The movement of previously reported RSUs into the derivative table and specific vesting timelines improves clarity on compensation-related equity dilution. Disposal of 500,000 Series A preferred shares is notable for capital-structure implications, though the form does not state counterparties or rationale. Overall, disclosures are detailed but warrant attention to timing and potential dilution from vesting RSUs.

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
Estimated average burden
hours per response:			0.5

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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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								1,830,753	D
Common Stock	08/13/2025		M		20,525	A	$0	1,851,278	D
Common Stock	08/14/2025		F		9,010	D	$9.5644(1)	1,842,268	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
Restricted Stock Units	$0							(2)	(2)	Common Stock	405,000		405,000(3)	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	205,247		205,247(3)	D
Restricted Stock Units	$0	08/13/2025		M			20,525	08/13/2025	(4)	Common Stock	20,525	$0	184,722	D

Explanation of Responses:

1. This is a weighted average of prices for all sales made on August 14, 2025 ranging from $9.3979 to $9.6601. 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 RSUs vest on September 12, 2025.

3. These RSUs were previously reported on Form 4, Table 1 as Common Stock with the vesting schedule provided in a footnote and are now being transferred from Table 1 to Table 2 on this Form 4 for ease of form preparation.

4. These RSUs vest in equal installments on August 13, 2025, 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.

	/s/ S. Matthew Schultz	08/14/2025
	** 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 insider transactions did CleanSpark (CLSK) Executive Chairman S. Matthew Schultz report on Form 4?

The filing reports a prior disposal of 1,830,753 common shares, an acquisition of 20,525 shares (code M) on 08/13/2025, a sale of 9,010 shares on 08/14/2025 at a weighted average price of $9.5644, and disposal of 500,000 Series A preferred shares.

How many shares does Schultz indirectly control after these transactions?

The Form 4 shows indirect holdings of 480,000 shares via the S M Schultz Irrevocable Trust and 40,996 shares held by spouse; direct beneficial ownership figures after transactions are reported in the filing for each line item.

Are there restricted stock units (RSUs) disclosed and when do they vest?

Yes. The filing lists RSUs totaling 405,000 and 205,247 in the derivative table and specifies RSUs that vest on September 12, 2025 and in equal installments through December 3, 2027.

What price was reported for the shares sold on August 14, 2025?

The sale on 08/14/2025 was reported at a weighted average price of $9.5644, with individual sale prices ranging from $9.3979 to $9.6601 as noted in the filing.

Does the Form 4 disclose the reporting person's role at CleanSpark?

Yes. The filing identifies S. Matthew Schultz as a Director and Executive Chairman of CleanSpark, Inc.