Form 4: CleanSpark CEO Boosts Equity Holdings with New Awards

CleanSpark's CEO and Chairman, S. Matthew Schultz, reported significant acquisitions of Restricted Stock Units and Performance Stock Units, aligning executive incentives with long-term company performance and stock price targets.

Summary

• S. Matthew Schultz, CEO, Chairman, Director, and 10% Owner of CleanSpark, Inc. (CLSK), reported changes in his beneficial ownership.
• Schultz directly owns 2,455,145 shares of Common Stock and 500,000 shares of Series A Preferred Stock.
• Indirect ownership includes 480,000 Common Stock shares via the S M Schultz Irrevocable Trust and 40,996 Common Stock shares via his spouse.
• He holds 400,000 Employee Stock Options with an exercise price of $23, granted on April 16, 2021, vesting over 36 months, and expiring on April 16, 2031.
• Schultz holds various Restricted Stock Units (RSUs) totaling 3,581,051 shares, with vesting schedules extending through September 4, 2028.
• On March 20, 2026, Schultz acquired 640,000 additional RSUs, vesting in equal annual installments over three years (March 20, 2027, 2028, 2029) subject to continued employment.
• On March 20, 2026, he also acquired 480,000 Performance Stock Units (LTIP awards) contingent on CleanSpark's common stock achieving a target market price of at least $18.80 (20-trading day average) by March 20, 2027, with vesting on March 20, 2029, subject to continued employment.
• An additional 480,000 LTIP awards are tied to achieving 600 MW (threshold) to 800 MW (maximum) gross power under leases for data centers by March 20, 2027, vesting on March 20, 2029.
• Furthermore, on March 20, 2026, Schultz acquired 1,816,000 Strategic Transformation Performance Awards (STPA awards), representing the maximum number of shares, contingent on the common stock reaching target market prices of $47 (threshold) to $94 (maximum) by September 30, 2030, subject to continued employment.
• An additional 1,816,000 STPA awards are tied to achieving 1.0 GW (threshold) to 2.5 GW (maximum) power under leases for data centers that are operationally ready (RFS) by September 30, 2030.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it demonstrates strong alignment between executive incentives and ambitious long-term growth and stock performance targets, which is generally favorable for shareholders.

Positives

• The acquisition of 640,000 RSUs, 480,000 LTIP PSUs, and 1,816,000 STPA PSUs directly aligns the CEO's incentives with long-term shareholder value creation.
• Performance-based vesting conditions tied to stock price targets ($18.80, $47, $94) demonstrate management's confidence in future stock appreciation.
• Operational performance targets for data center power capacity (600-800 MW gross, 1.0-2.5 GW RFS) indicate a clear strategic focus on growth in key business areas.

Risks

• The vesting of LTIP and STPA awards is contingent on achieving specific market price targets and operational performance goals, meaning the shares may not fully vest if these targets are not met.
• Continued employment is a condition for vesting of all newly acquired RSUs and PSUs, posing a risk to the reporting person's full equity realization if employment ceases.

Future Outlook

The filing outlines significant forward-looking performance targets for CleanSpark, including achieving specific common stock market prices ($18.80, $47, $94) and substantial growth in data center power capacity (600-800 MW gross, 1.0-2.5 GW RFS) by March 2027 and September 2030, respectively. These targets are tied to executive compensation, indicating management's strategic focus on these growth vectors.

Industry Context

StockSavvy.ai notes that the substantial equity awards with performance-based vesting conditions, particularly those tied to data center power capacity, reflect a strong commitment to growth in the digital infrastructure and Bitcoin mining sectors. This strategy is common among high-growth companies aiming to align executive incentives with aggressive expansion plans and shareholder returns in competitive markets.

Comparison to Industry Standards

• The use of both time-based RSUs and performance-based PSUs (LTIP and STPA) is a standard practice in executive compensation, aligning with best practices for incentivizing long-term performance.
• The specific market price targets ($18.80, $47, $94) for CLSK's common stock are aggressive, suggesting management's high conviction in the company's future valuation, potentially exceeding average industry growth rates for similar-sized companies in the Bitcoin mining and data center space.
• Operational targets like 600-800 MW gross power and 1.0-2.5 GW RFS for data centers are significant, indicating a planned expansion that, if achieved, would position CleanSpark among the larger players in the specialized data center market, comparable to growth trajectories seen in companies like Core Scientific or Riot Platforms in the Bitcoin mining sector, or even some emerging hyperscale data center operators.

Related Party Transactions

• S. Matthew Schultz's indirect beneficial ownership includes 480,000 shares of Common Stock held by the S M Schultz Irrevocable Trust and 40,996 shares of Common Stock held by his spouse.

Stakeholder Impact

• Shareholders: The performance-based equity awards for the CEO align his interests directly with increasing shareholder value through stock price appreciation and operational growth.
• Employees: The CEO's continued employment is a condition for vesting, which could influence long-term strategic stability and employee morale.
• Creditors: Successful achievement of operational growth targets (data center capacity) could enhance the company's asset base and revenue streams, potentially improving creditworthiness.

Next Steps

• Monitor CleanSpark's progress towards the specified market price targets of $18.80, $47, and $94 per share.
• Track the company's expansion in data center power capacity, specifically reaching 600-800 MW gross and 1.0-2.5 GW RFS by the respective deadlines.
• Observe future Form 4 filings for any changes in S. Matthew Schultz's beneficial ownership, particularly related to the vesting or exercise of these awards.

Key Dates

Recommendation

While the significant equity awards and ambitious performance targets for the CEO are positive indicators of management's commitment and confidence, this Form 4 filing primarily details executive compensation rather than new operational or financial results. The long-term nature of the vesting conditions means immediate price impact is limited. Investors should hold and monitor the company's progress towards these stated goals and market conditions before making further investment decisions.

Keywords

CleanSpark, CLSK, S. Matthew Schultz, SEC Form 4, Insider Ownership, Restricted Stock Units, Performance Stock Units, Executive Compensation, Stock Options, Corporate Governance, Equity Awards, Data Centers, Bitcoin Mining