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

Rhea-AI Filing Summary

S. Matthew Schultz, who serves as CleanSpark's CEO and Executive Chairman and is a company director, filed a Form 4 reporting transactions dated 09/04/2025. The filing shows a disposition of 1,842,268 shares of Common Stock and a disposition of 500,000 shares of Series A Preferred. It also reports indirect beneficial ownership of 480,000 Common Shares held by the S M Schultz Irrevocable Trust and 40,996 Common Shares held indirectly by his spouse. Reported derivative holdings include employee stock options to buy 400,000 shares at $23 (exp. 04/16/2031) and multiple restricted stock unit grants totaling several million underlying shares with varying vesting schedules through 2028.

The Form is signed by Mr. Schultz on 09/08/2025 and discloses detailed vesting timelines for RSUs and options but does not state the reason for the dispositions.

Positive

• Continued economic alignment through sizable employee stock options and multiple RSU grants vesting through 2028
• Indirect holdings retained via the S M Schultz Irrevocable Trust (480,000 shares) and spouse (40,996 shares)
• Comprehensive disclosure of vesting schedules and option terms, including exercise price and expiration for the $23 options

Negative

• Large disposition of common stock totaling 1,842,268 shares, which reduces reported direct ownership
• Disposition of 500,000 Series A Preferred, indicating a reduction in preferred holdings
• Form does not state the reason for the dispositions, limiting context for investors

Insights

Corporate Governance Expert

TL;DR: Significant insider disposals reduce direct ownership while large equity awards and trust holdings maintain economic exposure.

The filing documents a material reduction in direct common stock holdings through a sale or other disposition of 1,842,268 shares and a simultaneous disposition of 500,000 Series A Preferred. At the same time, Schultz retains indirect holdings via an irrevocable trust and spouse and holds sizeable option and RSU positions that vest through 2028, indicating ongoing alignment via compensation awards. The absence of a stated reason for the dispositions limits interpretation; governance review should note timing, any trading plans, and potential insider trading windows.

Securities Analyst

TL;DR: Insider transaction materially changes reported direct holdings but substantial future economic interest remains from options and RSUs.

The reported disposition of 1.84 million common shares materially lowers direct share count but is offset by existing derivative instruments: 400,000 options at $23 and multiple RSU grants (including 627,753, 1,729,000, and others) that vest across 2025–2028. These instruments preserve potential upside tied to company performance. For investors, the net effect on control and dilution should be measured by comparing these figures to total outstanding shares; that comparison is not provided in the filing, so impact on EPS or ownership percentages cannot be determined from this Form 4 alone.

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^*

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)
09/04/2025

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								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							(1)	04/16/2031	Common Stock	400,000		400,000	D
Restricted Stock Units	$0							(2)	(2)	Common Stock	405,000		405,000	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	184,722		184,722	D
Restricted Stock Units	$0	09/04/2025		A		627,753		(4)	(4)	Common Stock	627,753	$0	627,753	D
Restricted Stock Units	$0	09/04/2025		A		1,729,000		(5)	(5)	Common Stock	1,729,000	$0	1,729,000	D
Restricted Stock Units	$0	09/04/2025		A		1,729,000		(4)	(4)	Common Stock	1,729,000	$0	1,729,000	D

Explanation of Responses:

1. These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months.

2. These RSUs vest on September 12, 2025.

3. 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.

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

5. 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	09/08/2025
	** 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 did CleanSpark (CLSKW) insider S. Matthew Schultz transact on 09/04/2025?

The Form 4 reports a disposition of 1,842,268 Common Stock shares and a disposition of 500,000 Series A Preferred shares on 09/04/2025.

Does Schultz still hold CleanSpark shares after the reported transactions?

Yes. The filing shows indirect ownership of 480,000 Common Shares via an irrevocable trust and 40,996 Common Shares held indirectly by his spouse, plus options and RSUs that convert to common shares.

What derivative and equity awards does Schultz report?

Reported derivative/equity awards include employee stock options to buy 400,000 shares at $23 (expiring 04/16/2031) and multiple RSU grants totaling millions of underlying shares with vesting dates through 2028.

When were the RSUs and options granted and when do they vest?

Options were granted on 04/16/2021 and vested over 36 months. RSU vesting schedules vary: some vest on 09/12/2025, others on specified quarterly or annual dates through 12/03/2027 and 09/04/2028 as detailed in the filing.

Did the Form 4 explain why the insider sold shares?

No. The Form 4 does not state a reason for the dispositions.