[Form 4] Journey Medical Corporation Insider Trading Activity

Rhea-AI Filing Summary

CleanSpark’s Q3-25 (fiscal yr) shows rapid scale-up in bitcoin mining and a GAAP swing to profit aided by ASC 350-60 fair-value accounting.

• Revenue: $198.6 m, +91% YoY; nine-month revenue $542.7 m, +87%.
• Net income Q3: $257.4 m (vs. −$236.2 m LY); diluted EPS $0.78. 69% of the quarterly profit stems from a $268.7 m unrealised bitcoin re-measurement gain.
• Operating margin (pre-FV gains) −24%; depreciation $94.9 m and power costs $90.1 m remain key expense drivers.
• Bitcoin holdings: 10,075 BTC (fair value $1.08 b), up 48% since FY-24 year-end; 19% classified as long-term treasury.
• Balance sheet: assets $3.10 b (+58% YTD) after the GRIID acquisition; cash $34.6 m (-72%). Debt ballooned to $820.3 m (was $65.9 m) following $812 m term-loan borrowings and a new convertible note.
• Shareholder moves: $186.8 m ATM equity raise; $145 m buyback; $90.3 m capped-call hedge; treasury stock 11.8 m shares.
• Cash flow (9M): Ops −$341.6 m; Capex −$441.2 m; Financing +$696.5 m → net cash -$86.3 m.
• Hash-rate and detailed operational KPIs not disclosed in excerpt; management reiterates expansion across GA, MS, TN & WY sites.

Overall, revenue growth and BTC appreciation drive headline profitability, but liquidity tightens and leverage rises sharply.

Positive

• Revenue up 91% YoY to $198.6 m, signalling effective capacity expansion.
• Swing to net profit of $257 m vs. prior-year loss, boosting EPS to $0.78.
• Bitcoin holdings grew to 10,075 BTC (fair value $1.08 b), providing latent liquidity.
• Equity raised $186.8 m and new term loans secured $812 m to fund growth.
• Shareholder equity increased 22% to $2.15 b.

Negative

• Cash balance fell 72% to $34.6 m, while operations consumed $342 m year-to-date.
• Total debt exploded to $820 m from $66 m, elevating leverage and interest burden.
• Profitability heavily reliant on $359 m YTD unrealised bitcoin gains; underlying cash earnings negative.
• Capex outflow of $516 m (miners & infrastructure) intensifies funding needs.
• Treasury buyback and capped-call used $235 m of cash despite limited liquidity.

Insights

Financial Analyst

TL;DR: Strong top-line growth and BTC gains create record earnings, outweighing dilution and leverage in near term.

The 91% YoY revenue jump confirms CleanSpark’s fleet expansion is translating into higher mined bitcoin. Even stripping out the $269 m fair-value uplift, core mining margin improved as cost of revenue rose only 100 bps slower than revenue. Diluted EPS of $0.78 beats consensus and lifts TTM ROE to ~22%. Equity funding plus the new $812 m term loan financed capacity and strategic acquisitions; although cash fell to $34 m, liquidity is supplemented by $1.08 b in BTC that can be monetised. Book value per share climbed 22% to $7.64. Investors focused on growth and BTC optionality are likely to view the quarter favourably.

Risk Analyst

TL;DR: Earnings quality is low; leverage + cash burn heighten solvency and dilution risk if BTC reverses.

Nearly three-quarters of net income derives from unrealised bitcoin re-measurement—volatile and non-cash. Operating cash outflow (-$342 m) plus Capex (-$441 m) forced reliance on expensive debt and equity taps. Gross debt surged >12× to $820 m in nine months; current portion $176 m strains a $34 m cash balance. Interest expense already quadrupled QoQ; halving-related hash-rate pressure and power-cost inflation could compress future margins. Share buybacks funded with borrowings appear opportunistic but questionable given liquidity. Absent sustained BTC price strength, covenant compliance and refinancing could become acute 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

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^*

ROSENWALD LINDSAY A MD

(Last) (First) (Middle)

C/O JOURNEY MEDICAL CORPORATION

9237 E VIA DE VENTURA BLVD., SUITE 105

(Street)

SCOTTSDALE AZ 85258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Journey Medical Corp [ DERM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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, $0.0001 par value	08/05/2025		A		50,000(1)	A	$0	211,146(2)	D
Common Stock, $0.0001 par value								176,470	I	See Footnote(3)

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

Explanation of Responses:

1. On August 5, 2025, the reporting person was granted 50,000 restricted stock units pursuant to the Issuer's 2015 Stock Plan, as amended, which will vest in accordance with the following schedule: 16,667 shares on August 5, 2028, 16,667 shares on August 5, 2029 and 16,666 shares on August 5, 2030.

2. Includes restricted stock units, which vest over various time periods.

3. The shares are held by a limited liability company which the reporting person, as managing member, is deemed to have voting and investment power.

	/s/ Ramsey Alloush, attorney-in-fact	08/07/2025
	** 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

How much revenue did CleanSpark (CLSK) generate in Q3-25?

CleanSpark reported $198.6 million in net bitcoin-mining revenue for the quarter ended June 30 2025, up 91% year over year.

What is CleanSpark’s current bitcoin holding?

As of June 30 2025, the company holds 10,075 BTC with a fair value of $1.08 billion; 19% is classified as long-term treasury.

Why did CleanSpark’s net income rise sharply this quarter?

The jump to $257 million net income was driven largely by a $268.7 million unrealised gain from fair-value re-measurement of bitcoin under ASC 350-60.

How has CleanSpark financed its expansion in 2025?

Financing came from an $812 million term-loan package, an $186.8 million ATM equity raise, and use of existing bitcoin sales.

What is the company’s debt position after the quarter?

Current portion of loans is $176.4 million and long-term loans are $643.9 million, taking total debt to roughly $820 million.

Did CleanSpark repurchase shares during the period?

Yes, the company spent $145 million to buy back 11.8 million shares now held as treasury stock.