Form 4: CleanSpark CAO Granted Significant Equity Awards

CleanSpark's Chief Accounting Officer, Brian Jay Carson, received substantial Restricted Stock Unit awards on September 4, 2025, aligning his interests with long-term shareholder value.

Summary

• Brian Jay Carson, Chief Accounting Officer of CleanSpark, Inc. (CLSK), was granted a total of 542,837 Restricted Stock Units (RSUs) on September 4, 2025.
• These RSU grants include 280,837 units and two separate grants of 131,000 units each.
• The 280,837 RSUs and one 131,000 RSU grant will vest in equal annual installments over three years, on September 4, 2026, September 4, 2027, and September 4, 2028.
• Another 131,000 RSU grant will vest 25% on September 9, 2025, with the remaining 75% vesting in equal semiannual installments over three years, concluding on September 4, 2028.
• Following these transactions, Mr. Carson directly beneficially owns 12,615 shares of Common Stock.
• He also holds employee stock options to purchase 12,500 shares at $2.83 (granted 10/14/2022), 10,000 shares at $6.00 (granted 07/07/2023), and 5,000 shares at $16.15 (granted 05/03/2024).

Sentiment

Score: 7

Explanation: The grant of significant equity awards to a key executive is generally positive as it aligns management's interests with long-term shareholder value and incentivizes retention. The potential for dilution is a minor negative but expected with such compensation.

Positives

• Significant equity grants to a key executive, Brian Jay Carson, align management's interests with long-term shareholder value.
• The multi-year vesting schedules for the RSUs encourage long-term retention and performance from the Chief Accounting Officer.
• The grants demonstrate the company's commitment to incentivizing its leadership through performance-based compensation.

Negatives

• Potential for future share dilution as the Restricted Stock Units vest and convert into common stock.

Risks

• Future share dilution from the vesting of 542,837 Restricted Stock Units and the potential exercise of 27,500 outstanding stock options.
• The value of the equity awards is directly tied to CleanSpark's stock performance, exposing the executive to market risk.

Future Outlook

The vesting schedules for the newly granted Restricted Stock Units extend through September 2028, indicating a long-term incentive structure for the Chief Accounting Officer. The outstanding stock options have expiration dates ranging from October 2032 to May 2034, providing long-term potential for equity participation.

Industry Context

Equity compensation, including Restricted Stock Units and stock options, is a standard practice across industries, particularly in technology and growth-oriented sectors like cryptocurrency mining. This approach is widely used to attract, retain, and incentivize key executives by aligning their financial interests with shareholder returns and long-term company performance.

Comparison to Industry Standards

• The use of RSUs and stock options for executive compensation is a common practice, comparable to compensation structures at other publicly traded companies in the cryptocurrency mining or data center sectors.
• The multi-year vesting schedules are typical for long-term incentive plans, similar to those observed at peers like Marathon Digital Holdings (MARA) or Riot Platforms (RIOT), aiming to retain talent and encourage sustained performance.
• The specific grant amounts would need to be benchmarked against the compensation of Chief Accounting Officers at companies of similar market capitalization and industry to assess if they are within industry norms, but the filing itself does not provide this context.

Stakeholder Impact

• Shareholders: Potential for increased alignment of executive interests with shareholder value; minor potential for future share dilution upon RSU vesting.
• Employees: May signal a stable and rewarding compensation structure for key personnel, potentially boosting morale and retention.
• Management: Enhanced long-term incentive and retention for the Chief Accounting Officer.

Next Steps

• Continued vesting of Restricted Stock Units on various dates through September 4, 2028.
• Potential exercise of employee stock options prior to their respective expiration dates (October 14, 2032; July 6, 2033; May 3, 2034).

Key Dates

Keywords

CleanSpark, CLSK, Brian Jay Carson, Chief Accounting Officer, SEC Form 4, insider ownership, equity grant, Restricted Stock Units, stock options, executive compensation