Form 4: CLEANSPARK CEO Sells Shares, Exercises Options

CLEANSPARK's CEO and Chairman, S. Matthew Schultz, reported recent transactions involving common stock and derivative securities, including a sale for tax withholding and RSU conversions.

Summary

• S. Matthew Schultz, CEO and Chairman of CLEANSPARK, INC. (CLSK), reported transactions on December 3, 2025, and December 5, 2025.
• On December 3, 2025, 20,524 Restricted Stock Units (RSUs) were converted into common stock at a price of $0, increasing direct common stock holdings.
• On December 5, 2025, 9,031 shares of common stock were disposed of at a weighted average price of $14.0729 to cover tax withholding obligations.
• Following these transactions, direct beneficial ownership of common stock is 2,322,621 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.
• Direct beneficial ownership of Series A Preferred stock remains at 500,000 shares.
• Derivative holdings include 400,000 Employee Stock Options with an exercise price of $23, granted on April 16, 2021, and vesting monthly over 36 months.
• Remaining Restricted Stock Units include 627,753, 1,296,750, 1,729,000, and 164,198 shares, with various vesting schedules extending through September 2028.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report, detailing both the exercise of derivative securities and a sale of common stock for tax withholding purposes, which is a common occurrence and does not inherently signal strong positive or negative sentiment regarding the company's operational performance or future prospects.

Positives

• The exercise of 20,524 Restricted Stock Units into common stock indicates a realization of equity value by the CEO.
• Substantial direct and indirect beneficial ownership of common stock (over 2.8 million shares) and Series A Preferred stock (500,000 shares) demonstrates significant alignment with shareholder interests.
• The continued holding of a large number of unvested Restricted Stock Units and Employee Stock Options provides a strong incentive for future performance.

Negatives

• A disposition of 9,031 shares of common stock, even for tax withholding, reduces the CEO's direct equity stake in the company.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 480,000 shares of common stock through the S M Schultz Irrevocable Trust.
• Indirect beneficial ownership of 40,996 shares of common stock through a spouse.

Stakeholder Impact

• Shareholders: The transactions represent routine insider activity, with a minor reduction in direct common stock holdings due to tax withholding, balanced by the exercise of derivative securities. Overall, the CEO maintains a substantial equity stake, aligning interests.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued vesting of 400,000 Employee Stock Options over their remaining term.
• Scheduled vesting of 627,753 Restricted Stock Units in equal annual installments on September 4, 2026, September 4, 2027, and September 4, 2028.
• Scheduled vesting of 1,296,750 Restricted Stock Units in equal semiannual installments on February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028.
• Scheduled vesting of 1,729,000 Restricted Stock Units in equal annual installments on September 4, 2026, September 4, 2027, and September 4, 2028.
• Scheduled vesting of 164,198 Restricted Stock Units in equal quarterly installments on February 13, 2026, May 13, 2026, August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including the exercise of derivative securities and a sale of common stock to cover tax obligations. Such transactions are common and do not typically indicate a significant change in the company's fundamentals or management's long-term outlook, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

CLEANSPARK, CLSK, SEC Form 4, Insider Trading, Stock Transaction, S. Matthew Schultz, CEO, Common Stock, Restricted Stock Units, Employee Stock Options, Beneficial Ownership