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.
CleanSpark, Inc. disclosed a leadership transition effective August 10, 2025: S. Matthew Schultz was appointed President and Chief Executive Officer while remaining Chairman, replacing Zachary K. Bradford, who resigned as President, CEO and director effective 11:59 p.m. Pacific Time on the Transition Date. The Board reduced its size from six to five members.
The company entered a Separation and General Release Agreement with Mr. Bradford providing: $950,000 (twelve months' base salary, paid in installments), 14.4 bitcoin (payable over 12 months), $1,583,000 (prorated 2025 bonus), and approximately $91,000 for accrued PTO. Mr. Bradford's existing options for 500,000 shares and 717,665 RSUs immediately vested and became exercisable/settleable, and the company granted an additional 1,728,688 RSUs with half vesting on the Transition Date and the remainder vesting over the next two anniversaries. The agreement also includes customary restrictive covenants, COBRA subsidy and up to $50,000 for security protection. The Separation Agreement is filed as Exhibit 10.1 and a press release as Exhibit 99.1.
CleanSpark (CLSK) posted a strong fiscal Q3-25. Bitcoin-mining revenue nearly doubled to $198.6 M (Q3-24: $104.1 M) while cost of revenue rose more moderately to $90.1 M, lifting gross profit to $108.5 M. A $268.7 M unrealized gain on fair-value remeasurement of bitcoin drove operating income to $246.2 M versus a $249.1 M loss a year ago. Net income attributable to common shareholders was $251.8 M ($0.78 diluted EPS) compared with a $236.2 M loss (-$1.03 EPS) in the prior-year quarter.
Year-to-date (9 mo). Revenue advanced 87% to $542.7 M, and net income swung to $365.4 M from an $83.6 M loss.
Balance sheet. Assets grew to $3.10 B (Sep-24: $1.96 B) as bitcoin holdings appreciated to $1.08 B (10,075 BTC). Cash fell to $34.6 M, offset by a $202.7 M long-term bitcoin reserve. Debt expanded sharply: current loans $176.4 M (Sep-24: $58.8 M) and long-term loans $643.9 M (Sep-24: $7.2 M). Equity increased to $2.15 B.
Cash flow. Operating cash outflow was $341.6 M; capex and miner purchases consumed $441.2 M. Financing provided $696.5 M, driven by $812.2 M new debt, $186.8 M equity issuance, and a $145 M share buyback.
Strategic moves. The company closed the $128.2 M GRIID Infrastructure acquisition, added multiple Georgia, Tennessee and Mississippi sites, and early-adopted ASC 350-60, now marking bitcoin at fair value. Treasury policy shifted to classify 202 M USD of bitcoin as long-term holdings.