Form 4: CleanSpark CEO's Equity Changes Post-RSU Vesting

CleanSpark CEO S. Matthew Schultz reported changes in his beneficial ownership following the vesting of 405,000 Restricted Stock Units and subsequent tax withholding.

Summary

• S. Matthew Schultz, CEO and Executive Chairman of CleanSpark, Inc. (CLSK), reported changes in his beneficial ownership of company securities.
• On September 12, 2025, 405,000 Restricted Stock Units (RSUs) vested, increasing his direct common stock holdings.
• Concurrently, 178,200 shares of common stock were withheld to cover tax liabilities associated with the RSU vesting, not representing a sale.
• Following these transactions, direct beneficial ownership of common stock stands at 2,311,128 shares.
• Indirect beneficial ownership includes 480,000 common shares held by the S M Schultz Irrevocable Trust and 40,996 common shares held by a spouse.
• Schultz also directly holds 500,000 Series A Preferred shares.
• Derivative holdings include 400,000 employee stock options with an exercise price of $23, granted on April 16, 2021, vesting monthly over 36 months and expiring on April 16, 2031.
• Additional unvested Restricted Stock Units include 184,722 shares (vesting quarterly through Dec 2027), 627,753 shares (vesting annually through Sep 2028), 1,296,750 shares (vesting semi-annually through Sep 2028), and 1,729,000 shares (vesting annually through Sep 2028).

Sentiment

Score: 5

Explanation: The filing details a routine insider transaction involving RSU vesting and tax withholding, which is a standard compensation event and does not indicate a significant positive or negative shift in company fundamentals or management's outlook.

Positives

• The vesting of 405,000 Restricted Stock Units indicates the achievement of performance or time-based milestones, reflecting compensation for the CEO.
• The CEO maintains significant direct and indirect beneficial ownership in CleanSpark, demonstrating continued alignment with shareholder interests.

Negatives

• 178,200 shares of common stock were withheld to cover tax liabilities, resulting in a reduction of direct share count post-vesting.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine compensation event. The tax withholding prevents dilution from a full RSU issuance but also reduces the CEO's direct share accumulation from this specific vesting event.
• Employees: The RSU vesting demonstrates the company's compensation structure for executives, which may be indicative of broader employee incentive programs.

Next Steps

• Future vesting of 184,722 Restricted Stock Units in quarterly installments through December 3, 2027.
• Future vesting of 627,753 Restricted Stock Units in annual installments through September 4, 2028.
• Future vesting of 1,296,750 Restricted Stock Units in semi-annual installments through September 4, 2028.
• Future vesting of 1,729,000 Restricted Stock Units in annual installments through September 4, 2028.
• Potential exercise of 400,000 Employee Stock Options with an exercise price of $23 before their expiration on April 16, 2031.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction related to executive compensation (RSU vesting and tax withholding). It does not provide new information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are pre-scheduled and expected, thus maintaining a 'hold' recommendation is appropriate based solely on this filing.

Keywords

CLSK, CleanSpark, Form 4, Insider Transaction, S. Matthew Schultz, CEO, Restricted Stock Units, RSU Vesting, Stock Options, Beneficial Ownership